Global InterConnection Group Target is building an integrated platform to service, supply and invest in interconnector cables and wider energy transmission infrastructure projects

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DCAC announces business combination with Global Interconnection Group. (Credit: Andrew Martin from Pixabay)

DCAC and Global Interconnection Group SA (“Global InterConnection Group Target”) have entered into a definitive agreement today to effect a business combination (the “Business Combination”). Upon completion of the Business Combination, the combined company will be renamed Global Interconnection Group Limited (“Global InterConnection Group” or “GIG”). It will remain listed on Euronext Amsterdam. Edmund Truell as Executive Chairman leads a world class team of board members; sector leading management; advisers and partners.

About Global InterConnection Group Target

Global InterConnection Group Target is building an integrated platform to service, supply and invest in interconnector cables and wider energy transmission infrastructure projects, comprising three interlocking divisions:

  1. Advanced Cables: high voltage direct current (“HVDC”) cable manufacturing to address a long-term supply shortage
  2. Interconnector assets: a diversified portfolio of development, construction and operation stage interconnectors
  3. Global InterConnection Group Services: design, planning and operational management for both grids and interconnectors.

Rationale for the Business Combination

Global Interconnection Group three interlocking divisions are planned to deliver:

    1. Advanced Cables: long-term supply shortage should drive multi-year order book with robust pricing
    2. Interconnectors: pressing need for resilient electricity transmission drives long term demand
    3. Global InterConnection Group Services: shortage of expertise underpins demand

Large Scale capital deployment opportunity

      • Multi – $ trillion global transformation of energy transmission under way

Positive Impact market drivers

      • Energy security and Net Zero initiatives are driving demand for energy transmission systems that are greener, stronger, and more interconnected
      • HVDC cable is crucial to many interconnectors, offshore wind, and grid upgrades
      • Interconnected grids are more efficient and able to respond to market stress

Board and management

      • Management team have worked on most of Europe’s interconnectors; complemented by leading advisers and consultants
      • GIG management highly aligned and heavily invested in Global InterConnection Group
      • Supervisory board with industry veterans to oversee capital allocation and strategy

Exceptional long term cash generation in real terms

      • 30% return                   on unlevered capital cost of cable factories
      • 12% – 16% p.a.             50-year returns on interconnectors

Highlights

  • DCAC believes the Business Combination represents a highly attractive opportunity to acquire a unique renewable energy platform with high-potential seed assets, benefitting from powerful global tailwinds, expert management and advisers, and an ambitious multi-divisional strategy that aims to deliver both synergies and diversification to the best possible standards.
  • DCAC is well-placed to provide Global InterConnection Group Target with the capital and the financial expertise to support the programmes of its existing subsidiaries and to achieve organic and inorganic growth in pursuit of its ambitious plans to become a world-leading integrated platform for the provision of HVDC cable, dedicated capital and management services to a portfolio of transmission assets, at the heart of the global drive towards Net Zero and greater energy security.
  • Global InterConnection Group is led by a highly experienced management team, overseen by a board and investment committee comprising leading experts in the sector.
  • DCAC believes that the Business Combination represents an exciting opportunity to build a market-leading, international platform that benefits from and supports global initiatives for increased energy security and lower greenhouse gas emissions.
  • Greater access to the capital markets through its listing is expected to accelerate Global InterConnection Group Target’s already ambitious growth plans through its listing, thereby raising Global InterConnection Group Target’s profile, and diversifying its shareholder base, while enhancing its ability to execute on a strong mergers and acquisitions pipeline
  • DCAC and GIG Target have pre-sounded the transaction with certain existing DCAC shareholders and GIG Target shareholders and other investors, and received broad support for the Business Combination.
  • The Business Combination is expected to be completed in June 2023.

InterconnectorMarket

HVDC cables are growing in importance and contrast with more common high voltage alternating current transmission cables. HVDC cables are both cheaper and more efficient for the transmission of energy over longer distances, as they incur significantly lower transmission losses.

HVDC cables also have an important application in stabilising alternating current grids and as such are fundamental to many grid strengthening projects. HVDC cable manufacturing is therefore a key component of overall energy transition to supply interconnectors as well as grid upgrade and offshore wind projects. This has given rise to a pronounced supply-demand imbalance in the HVDC cable market which DCAC believes will continue for decades. GIG therefore presents as a particularly attractive and rare opportunity to invest in the development of new HVDC cable manufacturing capacity.

Interconnectors are power cables that connect different countries’ electricity grids, as a means of improving grid efficiency and expediting the transmission of energy internationally, from where it is generated to where it is needed. As the world plans for and transitions towards a decarbonised future and with a renewed global emphasis on energy security, interconnectors are recognised as a central component to countries’ energy strategies, not least because interconnected grids are more efficient and able to respond to market stress. The Business Combination offers DCAC the opportunity to benefit both from income through operating interconnectors and capital appreciation from interconnector development projects.

At the same time, DCAC believes the proliferation of interconnectors and grid upgrades represents an attractive opportunity for the provision of design, planning and operational consultancy services to such projects by GIG Services. Moreover, GIG’s planned combination of HVDC cable manufacturing, interconnector ownership and related consultancy services offers significant scope for cross-selling, given the divisional customer overlap.

GIG’s strategy is founded on two existing subsidiaries: Advanced Cables Ltd (“Advanced Cables”) and Atlantic SuperConnection Energy Ltd (“Atlantic SuperConnection” or “ASC”), complemented by GIG Services.

Advanced Cables

Advanced Cables is developing a 1,500+ km / year capacity HVDC cable manufacturing and armouring facility in the North East of England at Teesside (the “Teesside Factory”), together with aluminium stranding and cable testing and research facilities in Iceland.

Advanced Cables has identified its preferred sites for both the UK and Iceland facilities and is in advanced discussions with a major HVDC cable manufacturer to co-fund and operate the Teesside Factory.

Advanced Cables’ output will supply projects fulfilling global initiatives for greater energy security and Net Zero greenhouse gas emissions. Moreover, it expects to generate material economic benefit for both the UK and Iceland through creating manufacturing jobs, enhancing exports and supporting regional development.

Advanced Cables expects to commence construction of its UK factory in H2 2023, with cable production commencing thereafter in H2 2025.

Atlantic SuperConnection

Atlantic SuperConnection is developing an interconnector cable to transmit up to 1.8GW of hydroelectric and geothermal energy from Iceland to the UK, through which Iceland will be able to provide over a million households in the United Kingdom with renewable energy. It is expected that this will reduce the UK energy sector’s annual CO2 emissions by more than 3% (i.e. 1.1. million tonnes of CO2 per year).

To date, Atlantic SuperConnection has completed a seabed survey to ascertain the optimal cable route, secured a connection agreement with the UK National Grid, and importantly has had technical feasibility confirmed by reports from RTE International, a leading interconnector consultancy, which in September 2022 was appointed Owner’s Engineer for the project.

Atlantic SuperConnection expects to have a substantial positive social and economic impact in both Iceland and the UK once operational. Iceland will benefit from its first energy export revenues, and from the greater energy security of connecting its grid to other countries for the first time. The UK will benefit from access to economical, renewable and dependable energy, mitigating the energy shortages and price volatility engendered by recent geopolitical events and the country’s increasing dependence on intermittent wind and solar energy.

Atlantic SuperConnection expects to commence construction of the interconnector in 2024, with project completion in 2029.

Atlantic SuperConnection is the first asset within the GIG interconnector portfolio, which GIG expects to augment and diversify through the acquisition of other interconnector projects and operating assets.

Shareholder Circular

The completion of the Business Combination is subject to the approval of DCAC Shareholders. To this end, a Shareholder Circular (the “Shareholder Circular”) has been distributed containing detailed information on the Business Combination and giving notice of an EGM, to be held on 10th May 2023. The Shareholder Circular contains important information, including risk factors and conflicts of interest inherent in the Business Combination proposals.

The approval of the DCAC Sponsor Shareholders and the DCAC Warrant Holders will also be required to consummate the Business Combination. Accordingly, in addition to the EGM, a class meeting of the DCAC Ordinary Shareholders, an associated class meeting of the DCAC Sponsor Shareholders and a meeting of the DCAC Warrant Holders, will be held on the same day subsequent to the EGM, i.e. 10th May 2023. Notices for these meetings are included in the Shareholder Circular.

DCAC Shareholders, DCAC Warrant Holders and prospective investors should read the Shareholder Circular in full and pay special attention to the risk factors therein.

Key Transaction Terms

Business Combination Agreement

Under the terms and conditions of the business combination agreement between DCAC, the shareholders of GIG Target (the “Selling Shareholders”) and GIG Target in connection with the Business Combination (the “BCA”), DCAC will acquire 100% of the issued and outstanding share capital of GIG Target. The aggregate consideration to be transferred by DCAC to the GIG Target Shareholder in connection with the Business Combination will be:

  1. the issue and/or transfer from treasury of 14,394,235 DCAC Ordinary Shares, at a valuation of

£20.00 per DCAC Ordinary Share and with an aggregate value of £287,884,698; and

  1. the Refundable Advance of SwFr 900,000.

In determining the consideration payable by the Company for the GIG Target Group the liabilities of the GIG Target Group have been taken into account, being principally 2028 GreenBonds with an aggregate value of £33,604,092.

RTE International SAS, the arm of the French transmission owner and operator, will be granted an option over 290,000 Shares of the renamed Global Interconnection Group Limited, at a price of £20.00 per Ordinary Share. RTE International is the owners’ engineer for GIG Target.

The BCA contains customary closing conditions and warranties by GIG Target, the Selling Shareholders and DCAC.

As a result of the Business Combination, GIG Target will become a wholly owned subsidiary of DCAC, DCAC Ordinary Shares will continue to be listed on Euronext Amsterdam under the new name “Global InterConnection Group”. Further information regarding the terms of the BCA, is included in the Shareholder Circular.

GreenBonds

Prior to completion of the Business Combination,

  • Atlantic SuperConnection will create index-linked sustainable green bonds in an aggregate amount up to £2,300 million and with a repayment date of 31 December 2056 (the “2056 GreenBonds”); and
  • Advanced Cables will create index-linked sustainable green bonds in an aggregate amount up to £300 million and with a repayment date of 31 December 2028 (the “2028 GreenBonds” and, together with the 2056 GreenBonds, the “GreenBonds”).

The GreenBonds are in each case subject to redemption together with an annual coupon of 3%, both adjusted for inflation subject to certain conditions. It is currently intended that the GreenBonds will be listed on The International Stock Exchange in Guernsey (TISE).

Special Distribution

On or about the completion date of the Business Combination (the “Completion Date”), DCAC will make a special in-specie distribution in the value of £5.00 per DCAC Ordinary Share in the form of 2056 GreenBonds to DCAC Ordinary Shareholders satisfying the DCAC Board of their valid ownership of DCAC Ordinary Shares on a record date.

Warrant exercise and redemption

Upon adoption of the New Warrant T&Cs, holders of DCAC Public Warrants will have the opportunity to exercise their DCAC Public Warrants against payment in cash of £11.50. In exchange for each whole DCAC Public Warrant so validly exercised, a DCAC Public Warrant Holder will receive one DCAC Ordinary Share. Subsequently, such DCAC Ordinary Shares will also be eligible for the Special Distribution.

In addition, on or around the Completion Date, the Company intends to redeem all then outstanding DCAC Public Warrants not validly exercised, such redemptions to be settled in specie by way of delivering DCAC Ordinary Shares to the relevant holders of DCAC Public Warrants. The Company currently expects to exchange each DCAC Public Warrant, priced at £20.00, for 0.361 of a DCAC Ordinary Share, the cumulative number of DCAC Ordinary Shares to be rounded downwards to the nearest whole number of DCAC Ordinary Shares, so to give a value of £7.22 per such DCAC Public Warrant (subject to rounding).

Offer of DCAC Ordinary Shares and GreenBonds

Furthermore, in connection with the Business Combination, the Company or its subsidiaries intend to offer DCAC Ordinary Shares for an issue price of £20.00 and a total amount of up to £140 million, as well as 2028 GreenBonds and 2056 GreenBonds, to certain eligible investors in the EEA, UK and Switzerland. This press release does not constitute, and should not be construed as, such offer. Further information on this offer will be announced in due course.

To help fund the construction of the Teesside Factory, GIG further intends for Advanced Cables to mount the issuance and/or secondary sale of 2028 GreenBonds with an aggregate value of up to £75 million to certain eligible investors in the EEA, UK and Switzerland. In addition, GIG intends to procure the issuance and/or secondary sale of 2056 GreenBonds with an aggregate value of up to £50 million to certain eligible investors in the EEA, UK and Switzerland. This press release does not constitute, and should not be construed as, such offer. Further information on this offer will be announced in due course.

Lock-up of certain Selling Shareholders

Pursuant to lock-up agreements to be entered into between respective GIG Target Shareholders who will hold more than 3% of GIG Target’s C Shares immediately prior to completion of the Business Combination together with the GIG Target subsidiary directors and the Company, such GIG Target Shareholders may not sell GIG Shares until the earlier of: (A) 90 days after the Completion Date; or (if earlier) (B) subsequent to the Business Combination, the closing price of the GIG Shares equals or exceeds £24.00 per GIG Share for any 5 Trading Days within any 20 Trading Day period commencing at least 30 Trading Days after the Completion Date.

Sponsor Shares

Lock-up arrangements agreed in the IPO of DCAC will be amended such that the DCAC Sponsor (including on behalf of the Truell Family Trusts) and each of the directors of the DCAC Board may not transfer any GIG Shares until the earlier of: (A) one year after the Completion Date or (if earlier)

(B) subsequent to the Business Combination, the closing price of the GIG Shares equals or exceeds
£12.00 per GIG Share for any 20 Trading Days within any 30 Trading Day period commencing at least 30 Trading Days after the Completion Date.

Governance of Global InterConnection Group following the Business Combination

Following completion of the Business Combination, Global InterConnection Group will be led by a highly experienced board of directors, consisting of one executive director and four non-executive directors with expert knowledge of Global Interconnection Group’s current and planned business activities.

The Board will consist of the following members:

  • Edmund Truell, Executive Chairman. Edi is currently the CEO of DCAC and executive chairman of Global InterConnection Group Target. In addition, he is a director and the managing partner of Disruptive Capital GP and of Pension Superfund and a director of Fiordland GP, which manages various family funds, all of whom are shareholders in GIG Target.
  • Michael Ridley, Senior Independent Non-Executive Director. Michael was formerly Vice- Chairman at JP Morgan; and is an economic adviser to the Icelandic government.
  • Roger Le Tissier, Non-Executive Director. Roger has been a non-executive director of DCAC since 2021. He was formerly senior partner of Guernsey legal firm, Ogiers. He is also a non- executive director of Pension SuperFund, of Disruptive Capital GP, and of Long Term Assets, all of whom are shareholders in GIG Target
  • Luke Webster, Non-Executive Director. Luke has extensive experience of financing and overseeing multi-£billion infrastructure projects as CIO of the Greater London Authority, such as the Elizabeth Line and the Northern Line tube extension.
  • Jennie Younger, Non-Executive Director. Jennie is currently Executive Director of King’s College London and King’s Health Partners. Jennie has over 30 years of experience working in capital markets as Global Head of Corporate Affairs at Astra Zeneca; at Glaxo Smith Kline; as Global Head of Communications and Client Marketing at Deutsche Bank; and at British Gas.

GIG Services

GIG Services expects to provide management services for the design, evaluation, development, construction, and operation of interconnectors and grid upgrades. The GIG Target Group’s management, advisers and their affiliates have significant experience in the subsea power transmission sector in renewables, interconnectors, power from shore and domestic grids. As well as developing the GIG Target Group’s own operations, they have provided strategic and technical support, marine management, and advice to many of the leading Transmission System Operators (TSOs) across Europe, including RTE and National Grid. For example, they have worked on IFA2, NeuConnect, Britned and Viking Link, and internationally on BassLink.

GIG Services will benefit from the expertise and capabilities of the GIG Target Board, senior advisers, and management. Their experience at a very senior level of the planning, engineering, installation, operations and maintenance of over 10,000 km of HVDC cable and interconnectors will be sought after by clients.

The GIG Target Group management and affiliates are specialised in marine work, which will be invaluable to GIG Services as it seeks to establish itself in the subsea power transmission sector.

The divisions of GIG are led by the following key management team:

  • Ian Drew, Executive Chairman – Advanced Cables and Atlantic SuperConnection. Ian joined Atlantic SuperConnection in June 2017. He is a Global Business Leader with over 25 years of experience of global leadership in the technology industry. He also has extensive experience within marketing, business development, strategy, investment, mergers & acquisitions and sales experience in large FTSE and NASDAQ Companies. In addition, Ian has founded a number of start-ups in the security and open-source industries.
  • Matthew Truell, Technical Director. Matthew joined ASC in 2014, following a Masters in Oceanography at the UK National Oceanographic Centre. Matthew is also the Head of Power at Red Penguin, a leading subsea cable consultancy firm. He has extensive experience in HVDC cable design, planning, construction and operations and has worked on many of the UK’s existing interconnectors.
  • Henry Tilbury, Corporate Finance Director – Advanced Cables and Atlantic SuperConnection. Henry joined Advanced Cables and Atlantic SuperConnection in 2022, and has over seven years’ experience in private equity and infrastructure investing. He is also Associate Director at Disruptive Capital, where his role focuses on analysing, structuring and managing private equity and infrastructure investments across sectors. Henry is a non-executive director of REG Technologies and CSS Scotland Limited.
  • Cédriane de Boucaud, Non-Executive Director. Cédriane is a co-founder and director of Disruptive Capital. She has funded and grown businesses, including turning around US and former Soviet enterprises such as airlines, manufacturers, and banks. Cédriane is currently developing a luxury medical rehabilitation health destination in the Swiss Alps. She is a trustee of the Truell Conservation Foundation charity.
  • Christian Boyle, UK Regulatory Affairs. Chrissie worked for Parliament, CCHQ and a Conservative think tank from 2011 to 2018, focusing on campaigning. During this time, she wrote speeches and Op-eds for then-Party Chairman Grant Shapps for the 2015 General Election. Additionally, she organized training for prospective parliamentary candidates and ran the largest Conservative membership organization outside of the Conservative Campaign HQ.

In addition, DCAC is pleased to welcome Fridjon Fridjonsson and Chris Sturgeon as advisors to the Board, complementing Kari Stadigh.

  • Kari Stadigh currently occupies the positions of Chairman at Relais Group Oy, Chairman for Kaleva Mutual Insurance Co. and Chairman for Mandatum Henkivakuutusosakeyhtiö Oy. Mr. Stadigh is also on the board of 9 other companies. In the past Mr. Stadigh held the position of Chairman of Kesko Oyj, Chairman at Alma Media Oyj, Director at Aspo Plc, Chairman for P&C Insurance Holding Ltd., President, Group Chief Executive Officer & MD at Sampo Oyj Chairman of If P&C Insurance Holding Ltd. and President for Nova Life Insurance Co. (both are subsidiaries of Sampo Oyj), President of JP Finance Oy and President & Chief Operating Officer of Jaakko Poyry Group Oyi.
  • Fridjon Fridjonsson is the Managing Partner at KOM PR in Iceland. He has a long career in political campaigning in Iceland for the Independence Party (IP) and many of its senior politicians. He has been employed as an Information Specialist at the Ministry of Justice in Iceland, as an independent advisor on IT and Information delivery in Washington DC, as a campaign consultant for the IP, and as the Political Advisor to Chairman of the IP, Bjarni Benediktsson in Parliament.
  • Chris Sturgeon is the founder and CEO of Red Penguin. Throughout his 40 year maritime career, 30 years of which has been in the submarine cable industry, Chris has acquired a wealth of experience in a broad range of related disciplines both ashore and at sea. He is a master mariner with 10 years command and management experience of cable installation and maintenance operations.

Global Interconnection Group is supported by leading consultants and service providers including AFRY, the world-leading energy consultancy, and RTE International, the consultancy subsidiary of the French transmission system operator RTE.

Working with major companies such as RTE International, AFRY, Aecom, Red Penguin and Powershore, GIG Services aims to feed the GIG Target Group’s interconnector portfolio pipeline. The division will achieve this by converting management mandates into interconnector assets, taking equity stakes in development projects it advises on, and seeking first refusal to provide construction equity, in return for lead management of planning, construction, and operations. In addition, GIG Services intends to accelerate this part of the business through the recruitment and acquisition of further management resources.

Source: Company Press Release