Mulilo Total Coega Gas Power 1 - Facility A of Mulilo

MULILO TOTAL COEGA (PTY) LTD Second Floor, Golf Park 4

Raapenberg road, Mowbray, 7700 Date: 23 April 2014

Technology: Solar PV and Natural Gas Hybrid NERSA Generation License Application

NERSA National Energy Regulator of South Africa

GENERATION LICENSE APPLICATION

TECHNOLOGY: Solar PV and Natural Gas Hybrid

APPLICANT:

MULILO TOTAL COEGA (PTY) LTD

PROJECT: MULILO TOTAL COEGA

FACILITY A: MULILO TOTAL COEGA GAS POWER 1

APPLICATION FOR AN ELECTRICITY GENERATION

LICENCE IN TERMS OF THE ELECTRICITY REGULATION

ACT, 2006 (ACT NO. 4 OF 2006).

Please return completed form to:

HOD: Electricity Licensing and Compliance

National Energy Regulator of South Africa

Kulawula House, 526 Vermeulen Street

Arcadia, 0083

Pretoria

Or:



P.O. Box 40343

Arcadia

0007

Tel (012) 401 - 4600

Fax (012) 401 - 4700

SECTION A PARTICULARS OF APPLICANT

A1 Full name of applicant (business name) and business registration number

Project Name: Mulilo Total Coega (Pty) Ltd. (Registration Number: 2015/070402/07)

Facility Name: Mulilo Total Coega Gas Power 1

Note: Mulilo Total Coega Project is comprised of two Facilities:

1. Mulilo Total Coega Gas Power 1 – this application

2. Mulilo Total Coega Gemsbok PV256 – separate application

Project = Facility A + Facility B

A = MTC Coega Gas Power 1 (198MW dispatchable)

B = MTC Gemsbok PV256 (180MW non-dispatchable)

A2 Address of applicant, or in the case of a body corporate, the registered head office

Physical address

Top Floor, Golf Park 4, Raapenberg Road, Mowbray, 7700, South Africa

Postal address

PO BOX 548, Howard Place, 7540, South Africa

A3 Telephone number of applicant

A4 Fax number of applicant

A5 Email address of applicant

A6 Contact person

First name Warren

Surname Morse

Telephone No

Mobile No

Fax No.

Email address

A7 Legal form of applicant

SPV Company: Mulilo Total Coega (Pty) Ltd

Directors: Russell Bedford

Registration number: 2015/070402/07

Shareholding structure: Please refer to Appendix A7.

Note to Section A

1) State whether the applicant is a local government body, a juristic person established in

terms of an act of parliament, a department of state, a company or other legal body.

Project Special Purpose Vehicle (SPV) company.

2) If the applicant is a local government body, attach a copy of the proclamation establishing

such body. Where the applicant is a company, the full names of the current directors and

the company registration number are required.

Provided above

3) Also provide shareholding information of the company.

See Appendix A7 and summary below.

Project Shareholding Structure:

The Mulilo Total Coega Project consists of three experienced and committed shareholders:

• TOTAL SE,

holding 35% through Total Gaz Électricité Holdings France SA

• Mulilo Energy Holdings (RF)(Pty) Ltd

holding 35% through Mulilo Coega Holdco (Pty) Ltd

• Melrose Boulevard Black Economic Empowerment Trust

holding 30% through Redstreet 1 (RF) (Pty) Ltd

Mulilo Energy Holdings:

Mulilo, a 100% South African-owned developer and independnant power producer, has been

at the forefront of our country’s drive to deliver clean and affordable electricity since the

company’s inception in 2008. Mulilo focus on Wind and Solar PV technologies and develops,

builds, owns and operates large scale renewable projects throughout South Africa. Mulilo

Energy Holdings has been highly successful in previous rounds of the REIPPPP through BW1-

3 and has gained extensive knowledge and expertise in developing and financing renewable

energy projects in South Africa having been awarded more than 420MW across 8 Preferred

Bidder projects. Mulilo Energy Holdings have successfully raised in excess of R 18 Billion in

debt and equity for our BW1 and BW3 projects, with their reliable performance showing the

value Mulilo brings to development and operation. Mulilo is a strategic equity investor, with a

growing market share in the South African renewable energy sector. We pride ourselves in

conducting our business in an ethical and environmentally sound manner and will continue to

focus on powering Southern Africa towards a sustainable future.

Total S.E:

Total S.E., is a European société (limited company) incorporated in France on March 28,

1924, together with its subsidiaries and affiliates, is one of the world’s largest publicly-traded

integrated international energy companies, with 97,000 employees in more than 130 countries.

As an energy producer and provider, Total is striving to diversify its supply to help meet

growing energy demand in the long term. Total also considers that low-CO2 emission energies

are expected to gradually complement fossil fuels and play a major role in the years to come.

Their goal is to meet growing energy demand while lessening the impact of energy use on

climate change. Developing Total’s solar energy business forms an integral part of this

philosophy. Total has made a strategic move in the power sector, expanding very quickly in

gas and renewables power generation with ambitions set as high as developing 35 GW gross

capacities in renewables by 2025, offering to its client a full range of sustainable, affordable

and clean energy generation services.

Redstreet1:

Redstreet1 is a wholly owned subsidiary of the Melrose Boulevard Black Economic

Empowerment Trust, a broad-based black economic empowerment (“BBBEE”) trust

established for the purpose of facilitating BBBEE investments. The current beneficiary of the

Melrose Boulevard BEE Trust forms part of the Adopt-A-School Foundation, a non-profit

organisation that supports the creation and enhancement of a conducive learning and teaching

environment in disadvantaged schools. Melrose Boulevard BEE Trust has selected Ditsepu

Secondary School from the Adopt-A-School Foundations’ list of adopted schools as the current

beneficiary of the Melrose Boulevard BEE Trust. Ditsepu Secondary School’s learners are

100% Black1. A BEE ownership assessment has been performed on Redstreet and a 100%

Black ownership has been confirmed by a SANAS accredited BEE rating agent using the Flow-

Through principle. The Melrose Boulevard BEE Trust holds all of the ordinary shares in

Redstreet, being the voting shares, and will be able to appoint the majority of the board of

directors of Redstreet. In terms of the Risk Mitigation IPP Procurement Programme, Redstreet

will constitute a Black Enterprise as 100% of its equity is owned by Black People (through the

Melrose BEE Boulevard Trust) and participation in its board of directors is controlled by

Black People.

1 Black as defined in the Amended BBBEE Codes, which refers to African, Coloured and Indian South African

citizens.

SECTION B COMMENCEMENT DATE OF LICENCE

B1 Desired date from which the licence (if granted) is to take effect

14th February 2022 (6 months prior to planned commercial operation date, COD,

being 14 September 2022)

Note to Section B

4) The normal processing time for a licence application is 120 days once all relevant

information has been provided and there are no objections received.

Noted, the Project requests this application be expedited as far as possible to meet the

stringent timelines associated with the RMIPPP.

5) If the applicant intends operating more than one generation station under the proposed

licence, please complete separate application forms for each generation station.

The Mulilo Total Coega Project is comprised of two Facilities:

1. Mulilo Total Coega Gas Power 1 – this application

2. Mulilo Total Coega Gemsbok PV256 – separate application

SECTION C PARTICULARS OF PROPOSED GENERATION STATION

C1 Name of generation station

Mulilo Total Coega Gas Power 1

C2 Geographical location of generation station (please attach maps) and GPS coordinates

33°44'40.38"S 25°40'59.27"E

The Mulilo Total Coega Consortium proposes the construction of a gas to power

Facility, located near Port Elizabeth, Eastern Cape. Please find the Project layout

maps attached as Appendix C2

C3 Address of generation station

Portion of Zone 13, Coega Special Economic Zone, Uitenhage Farms, Port Elizabeth,

Eastern Cape, 6100

C4 Contact person at generation station

First name and Surname Warren Morse

Telephone No

Mobile No

Fax No

Email address

C5 Type of generation station (thermal, nuclear, hydro, pumped storage, gas turbine,

diesel generator or other) (Please specify)

Mulilo Total Coega Gas Power 1 (the “Facility”) is a dispatchable reciprocating gas

engine power plant operating on Natural Gas.

C6 Expected commissioning date for a proposed generation station or at which the station

was commissioned (if an existing station). Also state construction period required if

applicable.

✓ Construction period:

✓ Expected commissioning:

C7 The installed capacity (existing and/or planned) of each unit within the generation

station (MW)

Existing Capacity (Nameplate rating)

✓ Not applicable, Project is a new, green field development.

Planned Capacity (nameplate rating)

✓ Project Contracted Capacity: 197.76 MW AC.

✓ Unit Capacity: 18.37 MW peak

✓ Number of units: 11

✓ Total Installed Capacity: 202.11 MW

✓ Achieved Capacity: 197.76 MW (at the delivery point)

Please find the technical summary and Feasibility Study attached as Appendix C7

C8 Maximum generation capacity (MW) expected to be available from the

generation station and energy to be produced (MWh) over the next 5years of

operation. These estimates should be based on modelling of how the power station

will fit into the demand profile of its customers, taking into account the least cost

energy purchase consideration and demand management options of customers.

YEAR Max MW Total MWh Own use

MWh

Export (Sales)

MWh

1 202.11

2 202.11

3 202.11

4 202.11

5 202.11

The actual Project output will be determined by the System Operators dispatch instruction

over the dispatch period being 5am to 9:30pm.

C9 Estimate of the energy conversion efficiency of the generation station/ Capacity factor

where applicable.

✓ Efficiency:

C10 Expected future life of the generation station.

✓ 20 years

Note to Section C

Also provide additional technical information of the project as separate attachments. This

should give the technology used, technical feasibility studies e.g. radiation studies for Solar

projects or wind studies for Wind projects, connection to the grid arrangements, single line

diagrams of the network connection as well as single line diagrams of the generation station,

etc. Also attach fuel supply/ wheeling/ connection consents/ agreements where applicable (if

you are going to use someone else’s network).

This information is also used as technical inputs to the financial model of the project, e.g.

solar radiation studies will determine the amount of power that can be generated.

Mulilo Total Coega Project (the “Project”) is a Dispatchable, Gas Engine and Solar

Photovoltaic hybrid Project with a Contracted Capacity of 197.76 MW at the Delivery

Point. The Dispatchable Gas Engine Facility is located 25km North-East of Port

Elizabeth, in the Coega IDZ and adjacent to Eskom’s Main Transmission

Substation, Dedisa.

The Dispatchable Facility comprises of 11 x 18MW gas engines fuelled by natural

gas. The natural gas is shipped into the Port of Nqura in LNG form, where it is offloaded

into trucks and transported to the on-site LNG storage vessels. The LNG is

then regasified on site when required for power generation.

The non-dispatchable solar plant is located 30km North-East of Kenhardt in the Northern

Cape. The total installed capacity is 216 MW peak (dc) and is comprises of

l solar modules connected in strings of modules combined

with single axis tracking mounting Structures. string-inverters are adopted

which feed transformers to provide 180 MWac output. Self-Build scope

of works requires two 132kV powerline sections, two switching stations

and two POC’s to connect the solar plants to the grid

Please find attached the following:

Appendix C1 – Feasibility Study

Appendix C2 – Facility Available energy Output

Appendix C3 – Facility Available energy Output Independent Review

Appendix C4 – Grid Interconnection SLD & Details

Appendix C5 – Eskom Cost Estimate Letter

Preferred Key Equipment Suppliers:

Item Manufacturer Brief description

[Specific equipment details

including description, model or

other unique identifier, size

and rating]

Gas Engine (if applicable)

.

PV Panels (if applicable)

Inverter (if applicable)

Generator (if applicable)

High Voltage

Transformers

Cooling Technology (if applicable)

Emissions abatement systems (if

applicable)

Other (LNG Storage)

Other (Natural gas facilities)

Other (Grid connection equipment)

SECTION D PARTICULARS OF LONG TERM ARRANGEMENTS WITH

PRIMARY ENERGY SUPPLIERS

D1 Name of primary energy supplier/s (mining house, colliery or other fuel supplier) if

applicable

The primary fuel supplier is Total Gas and Power Services.

D2 Particulars of the contractual arrangements with primary energy supplier if applicable

Notes to Section D

6) Please provide brief particulars of any long term agreements entered into with fuel

suppliers and copies of such contracts (Signed Fuel Supply Agreements).

SECTION E MAINTENANCE PROGRAMMES AND DECOMMISSIONING

COSTS

E1 Details of any proposed operation and maintenance programmes, including the

expected cost and duration thereof, covering the lifespan of the project. Project

proposals to state the expected availability, planned outage rate and forced outage rate

of the plant over the life span of the project. Additional information may be provided

as an attachment.

Maintenance programme:

No major maintenance programmes are expected to occur during the first 6 years of

operation. Regular scheduled maintenance details for the first 6 years of operation is

detailed below:

YEAR Scheduled maintenance

(hours)

Type Expected cost

1 Routine Included in O&M variable fee



4 Minor Included in O&M variable fee



Availability:

YEAR Availability

(%)

Scheduled

maintenance

(hours)

Planned

outage rate

Unscheduled

maintenance

(hours)

Forced outage

rate

E2 Details of any major decommissioning costs expected during the life span of the

power station and provided for in the project feasibility study.

The following decommissioning costs has been assumed:

▪ Total decommissioning cost: R

▪ Salvage value: R

▪ Net decommissioning cost: R

Please see attached as Appendix E2 the Decommissioning Cost Report

E3 Details of major generation station expansion and modifications planned for in the

feasibility study (Dates, Costs in Rands (state year) and description)

No expansion or modications are planned for the Facility in the feasibility studies.

SECTION F CUSTOMER PROFILE

F1 Particulars of the person or persons to whom the applicant is providing or intends to

provide electricity from the generation station. Explain relationship between buyer

and seller if any.

Eskom Holdings Limited (Registration Number: 2002/015527/30)

F2 Network connection details (connection points, voltages, wheeling arrangement,

single line diagram). Please attach connection cost estimate letters and / connection

consents if not owner of the network.

The grid interconnection works include a 132kV switching station, located adjacent to

the IPP Substation, an ~500m 132kV power-line and a 132kV feeder bay located at

the Dedisa Main Transmission substation, all constructed as part of the Self Build

Agreement scope of works. The Main Metering Installation, Point of Connection

(POC) and Delivery Point is located at the Project site.

Please See Appendix C4 – Grid Connection SLD and Details

Please See Appendix C5 – Cost Estimate letter.

F3 Provide summary details of Power Purchase Agreements with customer including

purchasing price etc. (Please attach Power Purchase Agreements).

Please see below extracts of the base date charge rates and the awarded evaluation

pricing of all Preferred Bidders.

Please refer to attached Appendix F3.1 for the full Charge Rates schedule as

submitted in the RMIPPPP fully indexed, base case.

In addition the draft PPA to be entered into with Eskom has been attached as

Appendix F3.2.

Notes to Section F

7) For example, supply to ESKOM or supply to local government distribution system.

Please include the details of power purchase agreements entered into and the price

structure of the contract.

A 20 year PPA with Eskom is planned to be entered into for Dispatchable Power supply

during the dispatchable period of 05h00 – 21h30 everyday.

SECTION G FINANCIAL INFORMATION

G1 Submit projections of and current statements of the accounts in respect of the

undertaking carried on by the applicant, showing the financial state of affairs of the

most recent period, together with copies of the latest audited annual accounts where

such have been prepared.

No financials are available for the project SPV as it was a dormant shelf company up

until bid.

G2 Submit the financial model in excel format of the proposed generation facility for the

lifespan of the project, showing the funding (Equity/ Debt ratios) and their cost, cost

of the project, sales and revenues generated by the project, stating the assumptions

underlying the figures. A separate write up must be provided to explain the financial

information on the model.

G3 Estimates of net annual cash flows for the lifespan of the project sufficient to

demonstrate the financial security and feasibility of operating the generation station.

Profit & Loss:

Year Ending 31-mars-23 31-mars-24 31-mars-25 31-mars-26 31-mars-27

PPA Revenue - Nominal [ZAR'000]

Operating Expenses (During Construction) [ZAR'000]

Total Nominal Variable Operating Expenses [ZAR'000]

Total Nominal O&M Contract Payments - in

ZAR [ZAR'000]

Total Nominal Fixed Operating Expenses [ZAR'000]

Total Fuel Costs [ZAR'000]

Carbon Tax Paid [ZAR'000]

EBITDA [ZAR'000]

Accounting Depreciation [ZAR'000]

EBIT [ZAR'000]

Interest On Cash Balances [ZAR'000]

Shareholder Loan Interest Expense [ZAR'000]

Total Debt Interest Expense [ZAR'000]

Working Capital Facility - Commitment Fees

Paid [ZAR'000]

Lender Agency Fees [ZAR'000]

IRS Settlement Gains / (Losses) [ZAR'000]

DSRF Guarantee Fees During Operations [ZAR'000]

Decommissioning Reserve [ZAR'000]

EBT [ZAR'000]

Tax Credit / (Tax Expense) [ZAR'000]

Profit (Loss) after Tax [ZAR'000]

Distributions [ZAR'000]

Profit Retained (Loss) [ZAR'000]

Inputs Assumptions:

Total Uses of Funds - Dispatchable Facility

Total Capital Expenditure

Total Capex Contingency

Insurance

Total Development Costs and Fees

SPV Costs During Construction

Water Costs during Construction

Land Costs during Construction

Total O&M Mobilisation Costs

Total Arranging & Underwriting Fees

Total Commitment Fees

Total Interest Payments

Lenders Agency Fees

Working Capital Drawdown

VAT Drawdowns

Decommissioning Reserve Drawdown

Total DSRA Drawdown Required

Total Uses of Funds - Dispatchable Facility

Total Sources of Funds - Dispatchable Facility

Senior Dispatchable Facility Tranche 1 - ZAR - Nedbank - JIBAR

Senior Dispatchable Facility Tranche 2 - ZAR - Standard Bank - IBAR

Senior Dispatchable Facility Tranche 3 - ZAR - 0 - JIBAR

Subordinated Debt Tranche -ZAR - Lender 3

Equity Bridge Loan

Shareholder Loans

Ordinary Equity

Total Sources of Funds - Dispatchable Facility

Net Cash Flow: 5y period Year Ending 31-mars-21 31-mars-22 31-mars-23 31-mars-24 31-mars-25

Cash Flow Waterfall



Total Nominal O&M Contract Payments - in ZAR [ZAR'000]




Total Agency Fees [ZAR'000]



Capital Expenditure [ZAR'000]

Tranasction Costs [ZAR'000]

Total Cash Flow Pre-Funding [ZAR'000]

Debt Drawdowns [ZAR'000]

Equity Drawdown - Construction [ZAR'000]

Total Cash Flow Post-Funding [ZAR'000]

Net Working Capital Movements [ZAR'000]

Net VAT Movements [ZAR'000]

Total Cash After Working Capital and VAT [ZAR'000]

Corporate Tax Reserving [ZAR'000]

Corporate Tax Reserve release to meet Tax Payments [ZAR'000]

Corporate Tax Payments [ZAR'000]

Cash Flow Available for Debt Service (Post-Tax) [ZAR'000]

Deposit to Decommissioning Reserve Account at COD [ZAR'000]

Movements in Decommissioning Reserve [ZAR'000]

Decommissioning Expenditure [ZAR'000]

Additions to Overhaul Reserve [ZAR'000]

Release from Overhaul Reserve [ZAR'000]

Drawdowns from Working Capital Facility [ZAR'000]

Working Capital Facility - Interest Paid [ZAR'000]

Working Capital Facility - Commitment Fees Paid [ZAR'000]

Working Capital Facililty - Principal Paid [ZAR'000]

VAT Facility [ZAR'000]

Interest on VAT Facility [ZAR'000]

Repayment of VAT Facility [ZAR'000]

Cash Flow Available for Debt Service [ZAR'000]

Senior Dispatchable Facility Tranche 1 - ZAR - Nedbank - JIBAR In[ZAR'000]

Senior Dispatchable Facility Tranche 2 - ZAR - Standard Bank - JIB[ZAR'000]

Senior Dispatchable Facility Tranche 3 - ZAR - 0 - JIBAR Interest P[ZAR'000]


Cash Flow Available for Senior Debt Principal Payments[ZAR'000]

Senior Dispatchable Facility Tranche 1 - ZAR - Nedbank - JIBAR Pr[ZAR'000]

Senior Dispatchable Facility Tranche 2 - ZAR - Standard Bank - JIB[ZAR'000]

Senior Dispatchable Facility Tranche 3 - ZAR - 0 - JIBAR Principal [ZAR'000]

Cash Flow Available after Senior Debt Service [ZAR'000]

Additions to Working Capital Reserve [ZAR'000]

Release from Working Capital Reserve [ZAR'000]

DSRA Movement (to)/from [ZAR'000]

Cash Flow Available for Subordinated Debt Service[ZAR'000]

Equity Bridge Loan - Interest Paid [ZAR'000]

Subordinated Debt Tranche -ZAR - Lender 3 Interest Paid[ZAR'000]

Cash Flow Available for Subordinated Debt Principal Payme[ZAR'000]

Equity Bridge Loan - Principal Paid [ZAR'000]

Subordinated Debt Tranche -ZAR - Lender 3 Principal Paid[ZAR'000]

Cash Flow Available for Shareholder Loan & Distributions[ZAR'000]

Shareholder Loan Interest Payments [ZAR'000]

Shareholder Loan Principal Repayments [ZAR'000]

Repayment of Equity Bridge Loan by Shareholders [ZAR'000]

Share Capital Repaid [ZAR'000]

Distributions to Equity [ZAR'000]


Net Cash Flow: 10y period Year Ending 31-mars-21 31-mars-22 31-mars-23 31-mars-24 31-mars-25 31-mars-26 31-mars-27 31-mars-28 31-mars-29 31-mars-30

Cash Flow Waterfall




































Senior Dispatchable Facility Tranche 1 - ZAR - Nedbank - JIBAR Interest[ZAR'000]

Senior Dispatchable Facility Tranche 2 - ZAR - Standard Bank - JIBAR I[ZAR'000]

Senior Dispatchable Facility Tranche 3 - ZAR - 0 - JIBAR Interest Paid[ZAR'000]



Senior Dispatchable Facility Tranche 1 - ZAR - Nedbank - JIBAR Princip[ZAR'000]

Senior Dispatchable Facility Tranche 2 - ZAR - Standard Bank - JIBAR P[ZAR'000]

Senior Dispatchable Facility Tranche 3 - ZAR - 0 - JIBAR Principal Paid[ZAR'000]








Cash Flow Available for Subordinated Debt Principal Payments[ZAR'000]










Net Cash Flow: 15y period Year Ending 31-mars-21 31-mars-22 31-mars-23 31-mars-24 31-mars-25 31-mars-26 31-mars-27 31-mars-28 31-mars-29 31-mars-30 31-mars-31 31-mars-32 31-mars-33 31-mars-34 31-mars-35

Cash Flow Waterfall




































Senior Dispatchable Facility Tranche 1 - ZAR - Nedbank - JIBAR Interest Pai[ZAR'000]

Senior Dispatchable Facility Tranche 2 - ZAR - Standard Bank - JIBAR Inter[ZAR'000]

Senior Dispatchable Facility Tranche 3 - ZAR - 0 - JIBAR Interest Paid[ZAR'000]



Senior Dispatchable Facility Tranche 1 - ZAR - Nedbank - JIBAR Principal P[ZAR'000]

Senior Dispatchable Facility Tranche 2 - ZAR - Standard Bank - JIBAR Princ[ZAR'000]

Senior Dispatchable Facility Tranche 3 - ZAR - 0 - JIBAR Principal Paid[ZAR'000]








Cash Flow Available for Subordinated Debt Principal Payments[ZAR'000]










ELECTRICITY GENERATION LICENCE APPLICATION FORM

Page 1 of 29

G4 Project financing: Who will finance the project, how is funding split between debt

and equity, and what is the terms and conditions of the funding agreements.

Facility Provider

Availability Period

End of Availability Period

Repayment Tenor (Post COD)

Final Maturity Date

Arranging & Underwriting Fees

Commitment Fees

Margin Table

Years 0 - 1,5

Years 1,5 - 4

Years 4 - 14

Years 14 - 18

Years 18 onwards

In addition, also fill in table below:

Total capital cost of the project (including IDC)

Interest During Construction (IDC)

Post tax real IRR (for the whole project)

Nominal IRR after Tax (for the whole project)

Debt/Equity Ratio

Payback period


Page 2 of 29

Notes to Section G

8) The financial projections should be based on a production plan for the generation

station and the revenue generated by participating in the electricity market and by

bilateral contracts (Power Purchase Agreements) with customers. Reference to the

latest version of National Integrated Resource Plan (IRP) is required to demonstrate

that the proposed power purchase agreement is the least cost solution available to the

electricity purchaser.

The Mulilo Total Coega Project was bid in a competitive bidding process as part of the

Department of Energy’s Risk Mitigation Independent Power Producer Program. This

program was launched as a result of the energy shortage faced by the country, and is in-

line with the targets prescribed by the government in the 2019 Integrated Resource Plan.

The Risk Mitigation Independent Power Producer Programme (RMIPPPP) is aimed at

bringing additional MW into the electricity system through private sector investment in a

wide range of suitable technologies able to supply dispatchable power.

The Competitive bidding process by nature results in projects with the lowest cost of

energy been awarded preferred bidder status and achieving the targets set by the

Government in the IRP2019.

9) Evidence of compliance with the Integrated Resource Plan (IRP). If the proposed

plant in not in the IRP, the applicant must obtain Ministerial approval for deviation

from the IRP in accordance with Section 10(2)g of the Electricity Regulation Act,

2006 (Act No. 4 of 2006). This approval is granted by the Minister of Energy so

applicant must contact the Department of Energy for this approval. The DDG: Policy

would be the contact person at DoE. Sometimes the Minister gives a blanket

approval, and applicants are encouraged to contact NERSA for the latest update on

what is exempted.

The Project was awarded under the 2000MW allocated to RMIPPP ministerial

determination. NERSA concurred that the determination was aligned with the IRP.


Page 3 of 29

SECTION H HUMAN RESOURCES INFORMATION

H1 Submit details of the number of staff and employees and their designation (not

names, e.g. three professional engineers registered with ECSA, two clerks etc) in

the service of the applicant at the generation station and in any support services

separate from the generation station. Also provide information regarding relevant

qualifications and experience in critical areas e.g. Professional registration

(Engineering Council of South Africa – ECSA), Government Certificate of

Competency.

Human Resources should comply with BBEEE policy or the requirements of the

Request for Proposal (RfP) documents if the project is as a result of a tendering

procurement process, e.g. the DMRE Renewable Energy Independent Power

Producer Procurement (REIPPP) process. The applicant should give the number

of employees that will be employed during project construction, operation and

maintenance.

All this information should be submitted as an attachment.

Please refer to Appendix H1 for the requested employment details.


Page 4 of 29

SECTION I PERMISSION FROM OTHER GOVERNMENT

DEPARTMENTS OR REGULATORY AUTHORITIES

I. What progress has been made to obtain the required permits and approvals for the

generation project? Please provide copies of permits issued in respect of the

operation of the generation station such as Environmental Authorisations, Water

Use Licence, Civil Aviation Authority Approval, etc. (this is depended on

technology used).

WP Item Permit

LA

ND

01 Project Lease Diagram. Surveyor appointed

02 Project Lease Option. Site Reservation Agreement signed ✓

03 Servitude Option Agreement Line, Substation and access : Eskom Self Build

04 DAFF No objection letter long term lease. Not applicable ✓

05 Section 53 Mineral Rights. Application made

06 Land Claims Confirmation. ✓

07 Rezoning Approval. Not required (Site correctly zoned) ✓

EN

VIR

OM

EN

TA

L

08 EIA Report. Draft EIR report submitted to DEFF ✓

09 EA Project ✓

10 Self Build BAR. Not applicable ✓

11 General Authorisation. ✓

12 Water Supply Letter received ✓

13 SAHRA Initial Consent.

14 SAHRA Mitigation Permit. Not Applicable

15 EMP Update. In progress

16 Pre-Construction Avian monitoring. Not applicable

17 Botanical, Flora, search and rescue permits to clear vegetation. Completed ✓

TE

CH

NIC

AL

19 Eskom Cost Estimate received, BQ Fee paid, in progress

20 Municipal Waste Services. In progress

21 CAA Approval. Obtained ✓

22 SKA Approval Letter. Received ✓

23 Road Access: DPRW & SANRAL Wayleaves. Not applicable

24 Section 29: Telecoms. Received ✓

25 Transnet Approval. Not applicable

26 Building Plans. Underway

✓

✓

✓

✓

✓

✓


Page 5 of 29

SECTION J BROAD-BASED BLACK ECONOMIC EMPOWERMENT

J1 Please provide information in terms of the following categories:

COMPONENTS POINTS 0.5 0.75 1

Direct

Empowerment

Black Ownership 10% to <20% 20% to 50% 50%

Black Management 20% to <35% 35% to 50% 50%

Black Female Management 1% to <5% 5% to 10% 10%

Human Resource

Development

Black Skilled Personnel as % of

payroll

20% to <35% 35% to 50% 50%

Skills Development Programs as %

of payroll 1% to <5% 5% to 10% 10%

Employment Equity i.e.

Women Representation 20% to <35% 35% to 50% 50%

Indirect

Empowerment

Procurement from Black/BEE

Suppliers

20% to <35% 35% to 50% 50%

Enterprise Development

i.e. Monetary Investment or

quantifiable non-monetary support

in SMME with BEE contributions as

% of Net Asset Value/

EBITDA/Total Procurement

10% to <20% 20% to 25% 25 %

Industry specific initiatives to

facilitate the inclusion of black

people in the sector as % of net

profit

1% to <5% 5% to 10% 10%

NERSA’s

Discretionary

Points

Based on skills transfer and

fulfilment or acceleration of other

national objectives e.g. employment

of disabled personnel robust

implementation of mechanisms to

verify the BEE status of suppliers

reported under preferential

procurement and utilization of DTI

approved accreditation agencies and

so on.

1% to <5% 5% to 10% 10%


Page 6 of 29

SECTION K ECONOMIC INFORMATION

Please state the economic benefits of the project to the local community and to South

Africa as a whole. If there are Economic Development Commitments made, they must be

stated here or be provided as attachments if the files are big, but in such cases, there

should be a brief summary.

Please refer to Appendix K for the Enterprise Development Plan which has been

compiled as per Economic Development Proof of Compliance of the RMIPPP. In order to

demonstrate the Bidder’s commitment in respect of Enterprise Development, we have

provided a list of the type of entities that do not (or not yet) form part of the Project

Company’s supply chain have but which have been earmarked for development with an

indication of the programmes that will be implemented with these entities.

The use of Socio-Economic Development Contributions shall be focussed on the

development of people (specifically younger generations) that they may access economic

opportunity now and in the future. In establishing SED Programmes, priority will be

given to capacity building as this will ensure a greater degree of sustainability and

independence. Objectives will be centred on improving Local Community Residents

opportunities to participate in the labour and local economic market. This is

accomplished by nurturing key agendas:


Page 7 of 29

SECTION L ADDITIONAL INFORMATION

Provide any other relevant information related to this application

1. The Mulilo Total Coega Project has achieved preferred bidder status in the Risk

Mitigation IPP Program. We attach the letter of confirmation of achieving

preferred bidder status issued by the Department of Energy as Appendix L1.

2. The Project has been classified as a Strategic Integrated Project to be expedited

in terms of Schedule 2 (Section 17(2)) of the Infrastructure Development Act

(Act No. 23 of 2014). Please see attached letter of confirmation from the chair

of the Strategic Integrated Project Steering Committee as Appendix L2.

ELECTRICITY GENERATION LICENCE APPLICATION FORM Page 8 of 26

SECTION L DECLARATION

On behalf of the applicant, I hereby declare that:

(a) the applicant shall at all times comply in every respect with the conditionsattached to any licence that may be granted to the applicant;

(b) the applicant shall at all times comply with lawful directions of the NationalEnergy Regulator of South Africa;

(c) the information provided by me on behalf of the applicant is accurate andcomplete in all respects; and

(d) I am authorised to make this declaration on behalf of the applicant.

Signed:

Full name(s) of Signator(y/ies):

Position held (if the applicant is a company, co-operative, partnership, unincorporated association or any other body corporate):

Date:

Russell John Bedford

Director

30 August 2021

APPLICATION FOR AN ELECTRICITY GENERATION

LICENCE IN TERMS OF THE ELECTRICITY REGULATION

ACT, 2006 (ACT NO. 4 OF 2006).

Please return completed form to:



Kulawula House, 526 Vermeulen Street

Arcadia, 0083

Pretoria

Or:



P.O. Box 40343

Arcadia

0007

Tel (012) 401 - 4600

Fax (012) 401 - 4700

2) If the applicant is a local government body, attach a copy of the proclamation establishing

such body. Where the applicant is a company, the full names of the current directors and

the company registration number are required.

Provided above

3) Also provide shareholding information of the company.

See Appendix A7 and summary below.

Project Shareholding Structure:

The Mulilo Total Coega Project consists of three experienced and committed shareholders:

• TOTAL SE,

holding 35% through Total Gaz Électricité Holdings France SA

• Mulilo Energy Holdings (RF)(Pty) Ltd

holding 35% through Mulilo Coega Holdco (Pty) Ltd

• Melrose Boulevard Black Economic Empowerment Trust

holding 30% through Redstreet 1 (RF) (Pty) Ltd

Mulilo Energy Holdings:

Mulilo, a 100% South African-owned developer and independent power producer, has been at

the forefront of our country’s drive to deliver clean and affordable electricity since the

company’s inception in 2008. Mulilo focus on Wind and Solar PV technologies and develops,

builds, owns and operates large scale renewable projects throughout South Africa. Mulilo

Energy Holdings has been highly successful in previous rounds of the REIPPPP through BW1-

3 and has gained extensive knowledge and expertise in developing and financing renewable

energy projects in South Africa having been awarded more than 420MW across 8 Preferred

Bidder projects. Mulilo Energy Holdings have successfully raised in excess of R 18 Billion in

debt and equity for our BW1 and BW3 projects, with their reliable performance showing the

value Mulilo brings to development and operation. Mulilo is a strategic equity investor, with a

growing market share in the South African renewable energy sector. We pride ourselves in

conducting our business in an ethical and environmentally sound manner and will continue to

focus on powering Southern Africa towards a sustainable future.

Total S.E:

Total S.E., is a European société (limited company) incorporated in France on March 28,

1924, together with its subsidiaries and affiliates, is one of the world’s largest publicly-traded

integrated international energy companies, with 97,000 employees in more than 130 countries.

As an energy producer and provider, Total is striving to diversify its supply to help meet

growing energy demand in the long term. Total also considers that low-CO2 emission energies

are expected to gradually complement fossil fuels and play a major role in the years to come.

Their goal is to meet growing energy demand while lessening the impact of energy use on

climate change. Developing Total’s solar energy business forms an integral part of this

philosophy. Total has made a strategic move in the power sector, expanding very quickly in

gas and renewables power generation with ambitions set as high as developing 35 GW gross

capacities in renewables by 2025, offering to its client a full range of sustainable, affordable

and clean energy generation services.

Redstreet1:

Redstreet1 is a wholly owned subsidiary of the Melrose Boulevard Black Economic

Empowerment Trust, a broad-based black economic empowerment (“BBBEE”) trust

established for the purpose of facilitating BBBEE investments. The current beneficiary of the

Melrose Boulevard BEE Trust forms part of the Adopt-A-School Foundation, a non-profit

organisation that supports the creation and enhancement of a conducive learning and teaching

environment in disadvantaged schools. Melrose Boulevard BEE Trust has selected Ditsepu

Secondary School from the Adopt-A-School Foundations’ list of adopted schools as the current

beneficiary of the Melrose Boulevard BEE Trust. Ditsepu Secondary School’s learners are

100% Black1. A BEE ownership assessment has been performed on Redstreet and a 100%

Black ownership has been confirmed by a SANAS accredited BEE rating agent using the Flow-

Through principle. The Melrose Boulevard BEE Trust holds all of the ordinary shares in

Redstreet, being the voting shares, and will be able to appoint the majority of the board of

directors of Redstreet. In terms of the Risk Mitigation IPP Procurement Programme, Redstreet

will constitute a Black Enterprise as 100% of its equity is owned by Black People (through the

Melrose BEE Boulevard Trust) and participation in its board of directors is controlled by

Black People.

1 Black as defined in the Amended BBBEE Codes, which refers to African, Coloured and Indian South African

citizens.

SECTION B COMMENCEMENT DATE OF LICENCE

B1 Desired date from which the licence (if granted) is to take effect

14th February 2022 (6 months prior to planned commercial operation date, COD,

being 14 September 2022)

Note to Section B

4) The normal processing time for a licence application is 120 days once all relevant

information has been provided and there are no objections received.

Noted, the Project requests this application be expedited as far as possible to meet the

stringent timelines associated with the RMIPPP.

5) If the applicant intends operating more than one generation station under the proposed

licence, please complete separate application forms for each generation station.

Mulilo Total Coega Project is comprised of two Facilities:

1. Mulilo Total Coega Gas Power 1 – separate application

2. Mulilo Total Coega Gemsbok PV256 – this application

SECTION C PARTICULARS OF PROPOSED GENERATION STATION

C1 Name of generation station Facility: Mulilo Total Coega Gemsbok PV256

C2 Geographical location of generation station (please attach maps) and GPS coordinates

29° 8'22.79"S 21°20'42.85"E

The Mulilo Total Coega Consortium proposes the construction of a Solar

Photovoltaic Power Generation Facility, located near Kenhardt, Northern Cape.

Please find the Project layout maps attached as Appendix C2

C3 Address of generation station

Portion 8 (Rooidam) (a portion of portion 3) of the Farm Gemsbok Bult No. 120

Portion 3 of the Farm Gemsbok Bult No 120

C4 Contact person at generation station

First name and Surname Warren Morse

Telephone No

Mobile No

Fax No

Email address

C5 Type of generation station (thermal, nuclear, hydro, pumped storage, gas turbine,

diesel generator or other) (Please specify)

Mulilo Total Coega Gemsbok PV256 (the “Facility”) is a non-dispatchable solar

photovoltaic single axis tracking power plant.

C6 Expected commissioning date for a proposed generation station or at which the station

was commissioned (if an existing station). Also state construction period required if

applicable.

✓ Construction period:

✓ Expected commissioning:

C7 The installed capacity (existing and/or planned) of each unit within the generation

station (MW) Existing Capacity (Nameplate rating)

✓ Not applicable, Project is a new, green field development.

Planned Capacity (nameplate rating)

✓ Project (GAS & PV) Contracted Capacity: 197.76 MW AC.

✓ PV Facility Installed Capacity: 216 MW peak (installed capacity / nameplate)

C8 Maximum generation capacity (MW) expected to be available from the

generation station and energy to be produced (MWh) over the next 5years of

operation. These estimates should be based on modelling of how the power station

will fit into the demand profile of its customers, taking into account the least cost

energy purchase consideration and demand management options of customers.

The Facility (Dependant on Eskom System Operations dispatch instructions):

YEAR Max MW Total MWh Own use

MWh

Export (Sales)

MWh

1 198

2 198

3 198

4 198

5 198

C9 Estimate of the energy conversion efficiency of the generation station/ Capacity factor

where applicable.

✓ Capacity Factor: dependant on Dispatch Instructions received

C10 Expected future life of the generation station.

✓ 20 years

Note to Section C

Also provide additional technical information of the project as separate attachments. This

should give the technology used, technical feasibility studies e.g. radiation studies for Solar

projects or wind studies for Wind projects, connection to the grid arrangements, single line

diagrams of the network connection as well as single line diagrams of the generation station,

etc. Also attach fuel supply/ wheeling/ connection consents/ agreements where applicable (if

you are going to use someone else’s network).

This information is also used as technical inputs to the financial model of the project, e.g.

solar radiation studies will determine the amount of power that can be generated.

Please find attached

Appendix C1 – Feasibility Study

Appendix C2 – Solar Plant Available Energy Output

Appendix C3 – PV Energy Output Independent Review

Appendix C4 – Solar Data

Appendix C5 –Grid Interconnection SLD & Details & Eskom Cost Estimate

Appendix C6 – Project MV SLD & DC/LV SLD

SECTION D PARTICULARS OF LONG TERM ARRANGEMENTS WITH

PRIMARY ENERGY SUPPLIERS

D1 Name of primary energy supplier/s (mining house, colliery or other fuel supplier) if

applicable

Not applicable

D2 Particulars of the contractual arrangements with primary energy supplier if applicable

Not applicable

Notes to Section D

6) Please provide brief particulars of any long term agreements entered into with fuel

suppliers and copies of such contracts (Signed Fuel Supply Agreements).

Not applicable

SECTION F CUSTOMER PROFILE

F1

F2

F3

Particulars of the person or persons to whom the applicant is providing or intends to

provide electricity from the generation station. Explain relationship between buyer

and seller if any.

Eskom Holdings Limited (Registration Number: 2002/015527/30)

Network connection details (connection points, voltages, wheeling arrangement,

single line diagram). Please attach connection cost estimate letters and / connection

consents if not owner of the network.

Connection to Nieuwehoop substation at 132 kV under an Eskom self-build

arrangement.

Please See Appendix C5 for Eskom CEL and Grid Connection details

Please See Appendix C7 for Project MV HV SLD.

Provide summary details of Power Purchase Agreements with customer including

purchasing price etc. (Please attach Power Purchase Agreements).

Please see attached Appendix F3-1 for the various Charge Rates as submitted in the

RMIPPPP. Also attached as Appendix F3-2 the draft PPA to be entered into with

Eskom.

Notes to Section F

7) For example, supply to ESKOM or supply to local government distribution system.

Please include the details of power purchase agreements entered into and the price

structure of the contract.

SECTION G FINANCIAL INFORMATION

G1 Submit projections of and current statements of the accounts in respect of the

undertaking carried on by the applicant, showing the financial state of affairs of the

most recent period, together with copies of the latest audited annual accounts where

such have been prepared.

Please note all information supplied in this Section G is Strictly Confidential

No financials are available for the project SPV as it was a dormant shelf company up

until bid.

G2 Submit the financial model in excel format of the proposed generation facility for the

lifespan of the project, showing the funding (Equity/ Debt ratios) and their cost, cost

of the project, sales and revenues generated by the project, stating the assumptions

underlying the figures. A separate write up must be provided to explain the financial

information on the model.

G3 Estimates of net annual cash flows for the lifespan of the project sufficient to

demonstrate the financial security and feasibility of operating the generation station.

Profit & Loss:

Year Ending

31-mars-23 31-mars-24 31-mars-25 31-mars-26 31-mars-

27


Operating Expenses (During Construction) [ZAR'000]


Total Nominal O&M Contract Payments - in

ZAR [ZAR'000]




EBITDA [ZAR'000]

Accounting Depreciation [ZAR'000]

EBIT [ZAR'000]


Shareholder Loan Interest Expense [ZAR'000]

Total Debt Interest Expense [ZAR'000]

Working Capital Facility - Commitment Fees

Paid [ZAR'000]

Lender Agency Fees [ZAR'000]



Decommissioning Reserve [ZAR'000]

EBT [ZAR'000]

Tax Credit / (Tax Expense) [ZAR'000]

Profit (Loss) after Tax [ZAR'000]

Distributions [ZAR'000]

Profit Retained (Loss) [ZAR'000]

Net Cash Flow: 10y period Annual Period Ending 31-mars-20 31-mars-21 31-mars-22 31-mars-23 31-mars-24 31-mars-25 31-mars-26 31-mars-27 31-mars-28 31-mars-29

Cash Flow Waterfall

PPA Revenue - Nominal [ZAR'000] - - - 89 398,34 361 176,00 376 497,07 393 530,91 409 740,78 428 659,29 447 705,14

Total Nominal Variable Operating Expenses [ZAR'000] - - - (3 908,44) (16 222,51) (16 908,16) (17 684,30) (18 450,11) (19 304,65) (20 137,80)

Total Nominal O&M Contract Payments - in ZAR [ZAR'000] - - - (6 635,99) (28 198,28) (29 500,55) (31 023,53) (32 619,07) (34 394,01) (36 168,68)

Total Nominal Fixed Operating Expenses [ZAR'000] - - - (2 915,18) (12 371,62) (12 892,97) (13 491,63) (14 098,76) (14 753,38) (15 375,11)

Total Agency Fees [ZAR'000] - - (48,79) (63,78) (62,85) (65,50) (68,54) (71,62) (74,95) (78,11)

DSRF Guarantee Fees During Operations [ZAR'000] - - - (1 746,74) (6 939,49) (6 920,51) (6 930,00) (6 930,00) (6 939,49) (6 920,51)

Interest On Cash Balances [ZAR'000] - - 0,00 0,00 303,40 316,35 331,18 346,25 362,51 377,98

Capital Expenditure [ZAR'000] - - (1 528 651,88) (723 026,95) - - - - - -

Tranasction Costs [ZAR'000] - - (368 142,17) (22 034,34) - - - - - -

Total Cash Flow Pre-Funding [ZAR'000] - - (1 896 842,84) (670 933,08) 297 684,65 310 525,72 324 664,09 337 917,46 353 555,31 369 402,92

Debt Drawdowns [ZAR'000] - - 1 955 508,96 72 303,01 - - - - - -

Equity Drawdown - Construction [ZAR'000] - - - 788 593,55 - - - - - -

Total Cash Flow Post-Funding [ZAR'000] - - 58 666,11 189 963,47 297 684,65 310 525,72 324 664,09 337 917,46 353 555,31 369 402,92

Net Working Capital Movements [ZAR'000] - - - (19 885,37) (22 272,47) (1 943,31) (2 063,24) (1 602,51) (2 221,32) (2 480,98)

Net VAT Movements [ZAR'000] - - (65 368,50) 65 368,50 - - - - - -

Total Cash After Working Capital and VAT [ZAR'000] - - (6 702,39) 235 446,61 275 412,18 308 582,42 322 600,85 336 314,96 351 333,99 366 921,94

Corporate Tax Reserving [ZAR'000] - - - - - - - - - -

Corporate Tax Reserve release to meet Tax Payments [ZAR'000] - - - - - - - - - -

Corporate Tax Payments [ZAR'000] - - - - - - - - - -

Cash Flow Available for Debt Service (Post-Tax) [ZAR'000] - - (6 702,39) 235 446,61 275 412,18 308 582,42 322 600,85 336 314,96 351 333,99 366 921,94

Deposit to Decommissioning Reserve Account at COD [ZAR'000] - - - (8 560,24) - - - - - -

Movements in Decommissioning Reserve [ZAR'000] - - - - (390,08) (406,73) (425,80) (445,18) (466,08) (485,98)

Decommissioning Expenditure [ZAR'000] - - - - - - - - - -

Drawdowns from Working Capital Facility [ZAR'000] - - - 19 885,37 17 460,34 3 158,34 3 440,01 3 597,60 3 568,74 3 830,35

Working Capital Facility - Interest Paid [ZAR'000] - - - - (2 100,88) (3 034,21) (3 439,66) (3 747,04) (4 286,37) (4 103,82)

Working Capital Facility - Commitment Fees Paid [ZAR'000] - - - (184,17) (175,08) (31,50) (34,31) (35,88) (35,69) (38,20)

Working Capital Facililty - Principal Paid [ZAR'000] - - - - - (3 158,34) (3 440,01) (3 597,60) (3 568,74) (3 830,35)

VAT Facility [ZAR'000] - - 182 777,88 16 783,54 - - - - - -

Interest on VAT Facility [ZAR'000] - - (4 502,89) (2 316,34) - - - - - -

Repayment of VAT Facility [ZAR'000] - - (117 409,38) (82 152,05) 0,00 - - - - -

Cash Flow Available for Debt Service [ZAR'000] - - 54 163,23 178 902,72 290 206,46 305 109,98 318 701,08 332 086,86 346 545,84 362 293,94

Senior Non Dispatchable Debt Facility Tranche 4 - ZAR - Nedbank - JIBAR Interest Paid [ZAR'000] - - (26 436,87) (75 831,33) (85 880,27) (97 836,48) (110 449,32) (118 869,17) (133 228,01) (126 019,79)

Senior Non Dispatchable Facility Tranche 5 - ZAR - Standard Bank - JIBAR Interest Paid [ZAR'000] - - (26 436,87) (75 831,33) (85 880,27) (97 836,48) (110 449,32) (118 869,17) (133 228,01) (126 019,79)

Senior Non Dispatchable Facility Tranche 6 - ZAR - 0 - JIBAR Interest Paid [ZAR'000] - - - - - - - - - -

IRS Settlement Gains / (Losses) [ZAR'000] - - (1 289,48) (10 790,91) (56 680,81) (32 143,38) (8 795,80) 9 046,24 39 314,09 28 853,73

Cash Flow Available for Senior Debt Principal Payments [ZAR'000] - - 0,00 16 449,14 61 765,11 77 293,64 89 006,63 103 394,76 119 403,91 139 108,10

Senior Non Dispatchable Debt Facility Tranche 4 - ZAR - Nedbank - JIBAR Principal Paid [ZAR'000] - - - - - (2 036,17) (4 415,64) (6 970,20) (12 931,35) (20 658,09)

Senior Non Dispatchable Facility Tranche 5 - ZAR - Standard Bank - JIBAR Principal Paid [ZAR'000] - - - - - (2 036,17) (4 415,64) (6 970,20) (12 931,35) (20 658,09)

Senior Non Dispatchable Facility Tranche 6 - ZAR - 0 - JIBAR Principal Paid [ZAR'000] - - - - - - - - - -

Cash Flow Available after Senior Debt Service [ZAR'000] - - 0,00 16 449,14 61 765,11 73 221,31 80 175,35 89 454,37 93 541,21 97 791,92

Additions to Working Capital Reserve [ZAR'000] - - - - - - - - - -

Release from Working Capital Reserve [ZAR'000] - - - - - - - - - -

DSRA Movement (to)/from [ZAR'000] - - - - - - - - - -

Cash Flow Available for Subordinated Debt Service [ZAR'000] - - 0,00 16 449,14 61 765,11 73 221,31 80 175,35 89 454,37 93 541,21 97 791,92

Equity Bridge Loan - Interest Paid [ZAR'000] - - - - - - - - - -

Subordinated Debt Tranche -ZAR - Lender 3 Interest Paid [ZAR'000] - - - - - - - - - -

Cash Flow Available for Subordinated Debt Principal Payments [ZAR'000] - - 0,00 16 449,14 61 765,11 73 221,31 80 175,35 89 454,37 93 541,21 97 791,92

Equity Bridge Loan - Principal Paid [ZAR'000] - - - - - - - - - -

Subordinated Debt Tranche -ZAR - Lender 3 Principal Paid [ZAR'000] - - - - - - - - - -

Cash Flow Available for Shareholder Loan & Distributions [ZAR'000] - - 0,00 16 449,14 61 765,11 73 221,31 80 175,35 89 454,37 93 541,21 97 791,92

Shareholder Loan Interest Payments [ZAR'000] - - - - - - - - - -

Shareholder Loan Principal Repayments [ZAR'000] - - - - - - - - - -

Repayment of Equity Bridge Loan by Shareholders [ZAR'000] - - - - - - - - - -

Share Capital Repaid [ZAR'000] - - - - - - - - - -

Distributions to Equity [ZAR'000] - - - (16 449,14) (61 765,11) (73 221,31) (80 175,35) (89 454,37) (93 541,21) (97 791,92)

Cash Flow Available for Senior Debt Principal Payments [ZAR'000] - - 0,00 (0,00) (0,00) - - - (0,00) (0,00)

Net Cash Flow: 15y period Annual Period Ending 31-mars-20 31-mars-21 31-mars-22 31-mars-23 31-mars-24 31-mars-25 31-mars-26 31-mars-27 31-mars-28 31-mars-29 31-mars-30 31-mars-31 31-mars-32 31-mars-33 31-mars-34

Cash Flow Waterfall

PPA Revenue - Nominal [ZAR'000] -

Total Nominal Variable Operating Expenses [ZAR'000] -

Total Nominal O&M Contract Payments - in ZAR [ZAR'000] -

Total Nominal Fixed Operating Expenses [ZAR'000] -

Total Agency Fees [ZAR'000] -

DSRF Guarantee Fees During Operations [ZAR'000] -

Interest On Cash Balances [ZAR'000] -

Capital Expenditure [ZAR'000] -

Tranasction Costs [ZAR'000] -

Total Cash Flow Pre-Funding [ZAR'000] -

Debt Drawdowns [ZAR'000] -

Equity Drawdown - Construction [ZAR'000] -

Total Cash Flow Post-Funding [ZAR'000] -

Net Working Capital Movements [ZAR'000] -

Net VAT Movements [ZAR'000] -

Total Cash After Working Capital and VAT [ZAR'000] -

Corporate Tax Reserving [ZAR'000] -

Corporate Tax Reserve release to meet Tax Payments [ZAR'000] -

Corporate Tax Payments [ZAR'000] -

Cash Flow Available for Debt Service (Post-Tax) [ZAR'000] -

Deposit to Decommissioning Reserve Account at COD [ZAR'000] -

Movements in Decommissioning Reserve [ZAR'000] -

Decommissioning Expenditure [ZAR'000] -

Drawdowns from Working Capital Facility [ZAR'000] -

Working Capital Facility - Interest Paid [ZAR'000] -

Working Capital Facility - Commitment Fees Paid [ZAR'000] -

Working Capital Facililty - Principal Paid [ZAR'000] -

VAT Facility [ZAR'000] -

Interest on VAT Facility [ZAR'000] -

Repayment of VAT Facility [ZAR'000] -

Cash Flow Available for Debt Service [ZAR'000] -

Senior Non Dispatchable Debt Facility Tranche 4 - ZAR - Nedbank - JIBAR Interest Paid [ZAR'000] -

Senior Non Dispatchable Facility Tranche 5 - ZAR - Standard Bank - JIBAR Interest Paid [ZAR'000] -

Senior Non Dispatchable Facility Tranche 6 - ZAR - 0 - JIBAR Interest Paid [ZAR'000] -

IRS Settlement Gains / (Losses) [ZAR'000] -

Cash Flow Available for Senior Debt Principal Payments [ZAR'000] -

Senior Non Dispatchable Debt Facility Tranche 4 - ZAR - Nedbank - JIBAR Principal Paid [ZAR'000] -

Senior Non Dispatchable Facility Tranche 5 - ZAR - Standard Bank - JIBAR Principal Paid [ZAR'000] -

Senior Non Dispatchable Facility Tranche 6 - ZAR - 0 - JIBAR Principal Paid [ZAR'000] -

Cash Flow Available after Senior Debt Service [ZAR'000] -

Additions to Working Capital Reserve [ZAR'000] -

Release from Working Capital Reserve [ZAR'000] -

DSRA Movement (to)/from [ZAR'000] -

Cash Flow Available for Subordinated Debt Service [ZAR'000] -

Equity Bridge Loan - Interest Paid [ZAR'000] -

Subordinated Debt Tranche -ZAR - Lender 3 Interest Paid [ZAR'000] -

Cash Flow Available for Subordinated Debt Principal Payments [ZAR'000] -

Equity Bridge Loan - Principal Paid [ZAR'000] -

Subordinated Debt Tranche -ZAR - Lender 3 Principal Paid [ZAR'000] -

Cash Flow Available for Shareholder Loan & Distributions [ZAR'000] -

Shareholder Loan Interest Payments [ZAR'000] -

Shareholder Loan Principal Repayments [ZAR'000] -

Repayment of Equity Bridge Loan by Shareholders [ZAR'000] -

Share Capital Repaid [ZAR'000] -

Distributions to Equity [ZAR'000] -

Cash Flow Available for Senior Debt Principal Payments [ZAR'000] -


Page 1 of 26

G4 Project financing: Who will finance the project, how is funding split between debt

and equity, and what is the terms and conditions of the funding agreements.

Facility Provider

Availability Period

End of Availibility Period

Repayment Tenor (Post COD)

Final Maturity Date

Arranging & Underwriting Fees

Commitment Fees

Margin Table

Years 0 - 1,5

Years 1,5 - 4

Years 4 - 14

Years 14 - 18

Years 18 onwards

In addition, also fill in table below:

Total capital cost of the project (including

IDC)

Interest During Construction (IDC)

Post tax real IRR (for the whole project)

Nominal IRR after Tax (for the whole

project)

Debt/Equity Ratio

Payback period


Page 2 of 26

Notes to Section G

8) The financial projections should be based on a production plan for the generation

station and the revenue generated by participating in the electricity market and by

bilateral contracts (Power Purchase Agreements) with customers. Reference to the

latest version of National Integrated Resource Plan (IRP) is required to demonstrate

that the proposed power purchase agreement is the least cost solution available to the

electricity purchaser.

The Mulilo Total Coega Project was bid in a competitive bidding process as part of the

Department of Energy’s Risk Mitigation Independent Power Producer Program. This

program was launched as a result of the energy shortage faced by the country and is in-

line with the targets prescribed by the government in the 2019 Integrated Resource Plan.

The Risk Mitigation Independent Power Producer Programme (RMIPPPP) is aimed at

bringing additional MW into the electricity system through private sector investment in a

wide range of suitable technologies able to supply dispatchable power.

The Competitive bidding process by nature results in projects with the lowest cost of

energy been awarded preferred bidder status and achieving the targets set by the

Government in the IRP2019.

9) Evidence of compliance with the Integrated Resource Plan (IRP). If the proposed

plant in not in the IRP, the applicant must obtain Ministerial approval for deviation

from the IRP in accordance with Section 10(2)g of the Electricity Regulation Act,

2006 (Act No. 4 of 2006). This approval is granted by the Minister of Energy so

applicant must contact the Department of Energy for this approval. The DDG: Policy

would be the contact person at DoE. Sometimes the Minister gives a blanket

approval, and applicants are encouraged to contact NERSA for the latest update on

what is exempted.

The Project was awarded under the 2000MW allocated to RMIPPP ministerial

determination. NERSA concurred that the determination was aligned with the IRP.


Page 3 of 26

SECTION H HUMAN RESOURCES INFORMATION

H1 Submit details of the number of staff and employees and their designation (not

names, e.g. three professional engineers registered with ECSA, two clerks etc) in

the service of the applicant at the generation station and in any support services

separate from the generation station. Also provide information regarding relevant

qualifications and experience in critical areas e.g. Professional registration

(Engineering Council of South Africa – ECSA), Government Certificate of

Competency.

Human Resources should comply with BBEEE policy or the requirements of the

Request for Proposal (RfP) documents if the project is as a result of a tendering

procurement process, e.g. the DMRE Renewable Energy Independent Power

Producer Procurement (REIPPP) process. The applicant should give the number

of employees that will be employed during project construction, operation and

maintenance.

All this information should be submitted as an attachment.

Please refer to Appendix H1 for the requested employment details.


Page 6 of 26

SECTION K ECONOMIC INFORMATION

Please state the economic benefits of the project to the local community and to South

Africa as a whole. If there are Economic Development Commitments made, they must be

stated here or be provided as attachments if the files are big, but in such cases, there

should be a brief summary.

Please refer to Appendix K for the Enterprise Development Plan which has been

compiled as per Economic Development Proof of Compliance of the RMIPPP. In order to

demonstrate the Bidder’s commitment in respect of Enterprise Development, we have

provided a list of the type of entities that do not (or not yet) form part of the Project

Company’s supply chain have but which have been earmarked for development with an

indication of the programmes that will be implemented with these entities.

The use of Socio-Economic Development Contributions shall be focussed on the

development of people (specifically younger generations) that they may access economic

opportunity now and in the future. In establishing SED Programmes, priority will be

given to capacity building as this will ensure a greater degree of sustainability and

independence. Objectives will be centred on improving Local Community Residents

opportunities to participate in the labour and local economic market. This is

accomplished by nurturing key agendas:


Page 7 of 26

SECTION L ADDITIONAL INFORMATION

Provide any other relevant information related to this application

1. The Mulilo Total Coega Project has achieved preferred bidder status in the Risk

Mitigation IPP Program. We attach the letter of confirmation of achieving

preferred bidder status issued by the Department of Energy as Appendix L1.

2. The Project has been classified as a Strategic Integrated Project to be expedited

in terms of Schedule 2 (Section 17(2)) of the Infrastructure Development Act

(Act No. 23 of 2014). Please see attached letter of confirmation from the chair

of the Strategic Integrated Project Steering Committee as Appendix L2.

ELECTRICITY GENERATION LICENCE APPLICATION FORM Page 8 of 26

SECTION L DECLARATION

On behalf of the applicant, I hereby declare that:

(a) the applicant shall at all times comply in every respect with the conditionsattached to any licence that may be granted to the applicant;

(b) the applicant shall at all times comply with lawful directions of the NationalEnergy Regulator of South Africa;

(c) the information provided by me on behalf of the applicant is accurate andcomplete in all respects; and

(d) I am authorised to make this declaration on behalf of the applicant.

Signed:

Full name(s) of Signator(y/ies):

Position held (if the applicant is a company, co-operative, partnership, unincorporated association or any other body corporate):

Date:

Russell John Bedford

Director

30 August 2021

Documents

Mulilo Total Coega Gas Power 1 - Facility A of Mulilo