TNB Tenaga Nasional Berhad : Proposed Subscription Of A 50% Equity Stake In Vortex Solar Investments S.A.R.L. In Great Britain

OTHERS PROPOSED SUBSCRIPTION OF A 50% EQUITY STAKE IN VORTEX SOLAR INVESTMENTS S.A.R.L. FOR THE ACQUISITION OF AN OPERATIONAL 365MW SOLAR PV PORTFOLIO IN GREAT BRITAIN

TENAGA NASIONAL BHD

Type Subject Description

Announcement OTHERS

PROPOSED SUBSCRIPTION OF A 50% EQUITY STAKE IN VORTEX SOLAR INVESTMENTS S.A.R.L. FOR THE ACQUISITION OF AN OPERATIONAL 365MW SOLAR PV PORTFOLIO IN GREAT BRITAIN

Tenaga Nasional Berhad ("TNB") wishes to announce that it has today , via its wholly owned subsidiary, TNB International Sdn. Bhd. ("TNBI"), entered into a Subscription and Funding Agreement with Beaufort Investments S.a.r.l. ("Beaufort"), a wholly owned subsidiary of EFG Hermes Holding to subscribe for new equity shares in Vortex Solar Investments S.a.r.l. ("Vortex Solar'') , representing a 50.0% equity interest in Vortex Solar on a fully diluted basis, for a total cash consideration of GBP86.00 million ("Subscription Price") (together herein after referred to as "Proposed Subscription") .

Beaufort formed Vortex Solar to finance in part the acquisition by Vortex Solar UK Limited ("Vortex Solar UK") which is an indirect wholly owned subsidiary of Vortex Solar, of all the shares of TerraForm UK 2 Intermediate Holdings Ltd and TerraForm UK 3 Intermediate Holdings Ltd (together, the "Target") and redeem a loan note extended to the Target; the Target holds certain interest of solar PV project companies

that own and operate solar PV projects in the United Kingdom with a combined net installed capacity of about 365MW.

Vortex Solar UK has today entered into a conditional share sale and purchase agreement with the direct owner of the Target, being SunEdison Yieldco UK Holdco 2, LLC, to acquire, directly or through wholly owned subsidiaries, all shares of and redeem a loan note extended to. the Target (the "Sale and Purchase Agreement") .

Simultaneously with the execution of the Sale and Purchase Agreement , Beaufort and Vortex Solar have entered into an investment and asset management agreement (the "IAMA") relating to the management of the Target and its portfolio.

TNB also wishes to announce that TNB has today entered into a Shareholders' Agreement with Beaufort and Vortex Solar to regulate the relationship with one another in relation to Vortex Solar.

Please refer to the attachment for details of the Proposed Subscription.

Please refer attachment below.

Attachments

P.!1- Proposed Subscription In Vortex Solar.pdf

lu 80.S kB

1. Announcement I nfo Company Name

   Stock Name

   TENAGA NASIONAL BHD TENAGA

   Date Announced 06 Jan 2017

   Category General Announcement for PLC

   Reference Number GA 1-05012017-00087

   PROPOSED SUBSCRI PTION OF A 50% EQUITY STAKE I N VORTEX SOLAR I NVESTMENTS S. A . R.L. FOR THE ACQUI SITION OF AN OPERATIONAL 36SMW SOLAR PV PORTFOLIO I N GREAT BRITAIN

2. INTRODUCTI ON

Tenaga Nasional Berhad ("TNB") wishes to announce that it has today, via its wholly owned subsidiary, TNB International Sdn. Bhd. ("TNBI"}, entered into a Subscription and Funding Agreement with Beaufort Investments S.a.r.1. ("Beaufort"), a wholly owned subsidiary of EFG Hermes Holding to subscribe for new equity shares in Vortex Solar Investments S.a.r.1. (''Vortex Solar"), representing a 50.0% equity interest in Vortex Solar on a fully diluted basis, for a total cash consideration of GBP86.00 million ("Subscription Price") (together herein after referred to as "Proposed Subscription").

Beaufort formed Vortex Solar to finance in part the acquisition by Vortex Solar UK Limited (''Vortex Solar UK") which is an indirect wholly owned subsidiary of Vortex Solar, of all the shares of TerraForm UK 2 Intermediate Holdings Ltd and TerraForm UK 3 Intermediate Holdings Ltd (together, the ''Target") and redeem a loan note extended to the Target; the Target holds certain interest of solar PV project companies that own and operate solar PV projects in the United Kingdom with a combined net installed capacity of about 365MW.

Vortex Solar UK has today entered into a conditional share sale and purchase agreement with the direct owner of the Target, being SunEdison Yieldco UK Holdco 2, LLC, to acquire, directly or through wholly owned subsidiaries, all shares of and redeem a loan note extended to, the Target (the "Sale and Purchase Agreement").

Simultaneously with the execution of the Sale and Purchase Agreement, Beaufort and Vortex Solar have entered into an investment and asset management agreement (the "IAMA") relating to the management of the Target and its portfolio.

TNB also wishes to announce that TNB has today entered into a Shareholders' Agreement with Beaufort and Vortex Solar to regulate the relations hip with one another in relationto Vortex Solar.

The transaction is expected to be completed by the third quarter of the calendar year 2017 and will be immediately earnings accretive.

1. Information on the TNB Parties

2. TNB

   TNB was incorporated in Malaysia on 12 July 1990 as a public company under the name of Tenaga Nasional Berhad, and was listed on the Main Board (now known as the Main Market) of Bursa Malaysia Securities Berhad on 28 May 1992.

   The authorized share capital ofTNB is RMl0,000,001,501.00 divided into 10,000,000,000 ordinary shares of RMl.00 each, One (1) Special Rights Redeemable Preference Share of RMl.00, 1,000 Class A Redeemable Preference Shares of RMl.00 each and 500 Class B Redeemable Preference Shares of RMl.00 each, of which RM5,652,334, 172.00 divided into 5,652,334,171 ordinary shares of RMl.00 each and One (1) Special Rights Redeemable Preference Share of RMl.00 have been issued and fully paid up.

   TNB is primarily involved in the business of generation, transmission, distribution and sale of electricity. Through its subsidiaries, TNB is involved, among others, in the manufacture of transformers; high voltage switchgears and cables; the provision of consultancy services; the provision of education and training services; the provision of repair and maintenance services and research and development.

3. TNBI

   TNBI is a TNB wholly owned subsidiary incorporated under the laws of Malaysia on 23 February 2006 as a private company limited whose registered office is at Pejabat Setiausaha Syarikat, Tingkat 2, lbu Pejabat Tenaga Nasional Berhad, No. 129, Jalan Bangsar, 59200 Kuala Lumpur, Malaysia. TNBI has been established as an investment holding company and its authorized capital is RMl00,000.00.

4. Information on the Parties Involved

5. Beaufort

Beaufort is a private limited liability company (societe a responsabilite limitee) incorporated under the laws of Luxembourg, is a principal investor and investment manager of Vortex, a European renewable energy platform managed by the Private Equity arm ("PE") EFG Hermes Holding S.A.E Group ("EFG-Hermes"), a leading financial institution in the Middle East North Africa ("MENA") region.

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EFG-Hermes is a company listed on both the London Stock Exchange ("LSE") and Egyptian Stock Exchange ("EGX"). With a current footprint spanning seven countries in the Middle East and North Africa, EFG-Hermes started in Egypt and has grown over 30 years of success to become the region's leading investment bank. Drawing on their proven track­ record and a team of 865 talented employees, they provide a wide spectrum of financial services that include investment banking, asset management, security brokerage, research and private equity to the entire region.

EFG-Hermes private equity arm is one of the Arab world's leading private-equity groups with a special focus on investing in infrastructure (particularly renewable energy), healthcare and consumer products. With more than a decade of experience in investing across a broad industrial footprint, the firm is a leader in infrastructure private equity.

2.2.3. Vortex Solar Investments S.a.r.l.

Vortex Solar is a private limited liability company (societe a responsabilite limitee)

incorporated under the laws of Luxembourg.

Vortex Solar is a special purpose vehicle company formed by Beaufort to finance in part the acquisition by Vortex Solar UK which is an indirect wholly owned subsidiary of Vortex Solar, of all the shares of Terra Form UK 2 Intermediate Holdings Ltd and Terra Form UK 3 Intermediate Holdings Ltd (together, the "Target") from SunEdison Yieldco UK HoldCo2 LLC and redeem a loan note extended to the Target; the Target holds certain interest of solar PV project companies that own and operate solar PV projects in the United Kingdom with a combined net installed capacity of about 365MW.

1. SALIENT TERMS OF THE SUBSCRIPTION AND FUNDING AGREEMENT

   The salient terms of the Subscription and Funding Agreement inter alia include the following:

2. Transaction scope

   TNBI and Beaufort, each will subscribe a 50.0% equity interest from Vortex Solar and Vortex Solar in turn through its indirect wholly owned subsidiary, Vortex Solar UK will acquire one hundred percent (100%) of the Target's total share capital.

3. Proposed Subscription Price

The Subscription Price shall be paid by TNB upon satisfaction of all conditions precedent to the Subscription and Funding Agreement.

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