Africa Green Energy Holdings — Exit Strategy & Liquidity Pathways

The exit strategy and liquidity pathways — yieldco listing, strategic trade sale, refinancing and secondary buyout — and the value-realisation routes for investors.

Africa Green Energy Holdings Business PlanSection 19 › Exit Strategy & Liquidity Pathways

Section 19 · Business Plan

Exit Strategy & Liquidity Pathways

The exit strategy and liquidity pathways — yieldco listing, strategic trade sale, refinancing and secondary buyout — and the value-realisation routes for investors.

AGEH’s sponsors target a 7-10 year holding period with multiple
credible exit pathways. The Company has been deliberately structured to
maximise exit optionality: project SPVs are individually saleable, the
holding company is IFRS-compliant and audit-ready from day one, and the
management team has direct experience with infrastructure fund exits and
YieldCo listings.

19.1 Primary Exit Pathways

Exit Pathway Timing Valuation Multiple Target Counterparty
YieldCo IPO – JSE Main Board Year 7-9 16-20x P/E, 8-10x EV/EBITDA South African institutionals, GEPF, retail
Trade sale to infrastructure fund Year 5-8 9-11x EV/EBITDA Actis, AIIM, Meridiam, Allianz GI
Trade sale to strategic acquirer Year 4-7 8-10x EV/EBITDA EDF, Engie, Iberdrola, Acciona, Scatec
Asset-by-asset divestment Year 4-10 Asset-specific Pension funds, specialist RE platforms
Green bond refinancing + dividend recap Year 5-6 Re-leverage to 75% LTV DMTN green bond investors

Table 19.1 — Exit Pathway Options

19.2 YieldCo IPO Strategy (Primary Pathway)

Management’s preferred exit is a YieldCo IPO on the JSE Main Board,
targeted for FY2033-FY2034 (Year 7-8). The thesis: South Africa’s
institutional investor base — including the Public Investment
Corporation, the Government Employees Pension Fund, and major asset
managers (Allan Gray, Coronation, Sanlam, Old Mutual) — has strong
appetite for yielding, ZAR-denominated infrastructure exposure with ESG
credentials. Recent JSE listings such as the Old Mutual Renewable Energy
ETF have demonstrated robust demand.

Indicative YieldCo IPO parameters:

  • Listing platform: JSE Main Board, AltX as fallback for sub-R5
    billion market cap.
  • Free float: 35-45% of issued share capital, with sponsors
    retaining a 25-35% strategic stake for 2+ years post-IPO.
  • Dividend policy: 90% of distributable cash flow paid quarterly,
    with target dividend yield of 9-11% gross of withholding tax.
  • Indicative IPO valuation: R6.5-8.5 billion equity value at 16-20x
    distributable cash flow per share, implying R3.0-4.5 billion in
    primary/secondary equity proceeds.
  • Strategic positioning: Pure-play SA renewables YieldCo with
    hybrid REIPPPP + corporate PPA + BESS revenue stack, differentiated from
    single-asset-class peers.

19.3 Trade Sale Alternative

As an alternative or parallel pathway, AGEH could pursue a trade sale
to a strategic acquirer or infrastructure fund. The African renewables
M&A market has seen sustained activity, with transactions including
the Globeleq portfolio acquisition (2024), Lekela Power sale to
Infinity/Masdar (2023), and the BTE Renewables sale to Engie (2023, R7.6
billion enterprise value). Comparable transaction multiples have ranged
from 9-12x forward EBITDA, depending on remaining PPA tenor, asset
diversification and ESG profile.

Strategic acquirer rationale: Major European utilities (EDF, Engie,
Iberdrola, Enel) and Asian strategics (Marubeni, JERA) have stated
growth aspirations in African renewables but face barriers in
early-stage origination. AGEH offers a turnkey, operating platform with
PPA backlog, local relationships and management continuity — addressing
precisely the bottleneck these acquirers face.

19.4 Green Bond Refinancing & Dividend Recapitalisation

In Year 5-6, management intends to evaluate a green bond refinancing
of the senior debt facility. The South African green bond market has
matured significantly: the JSE Green Bond Segment has hosted issuances
totalling over R30 billion since 2014, with recent deals achieving
sub-JIBAR pricing for highly-rated infrastructure issuers. AGEH would
seek a R5.5-6.0 billion DMTN green bond programme, certified to Climate
Bonds Initiative standards and possibly enhanced by a partial credit
guarantee from IFC or AfDB.

A successful refinancing would: (i) Reduce blended debt cost by 50-75
bps, lifting Equity IRR by approximately 200 bps; (ii) Extend tenor by
3-5 years, smoothing the amortisation profile; (iii) Enable a R750
million-R1.0 billion dividend recapitalisation, partially de-risking
sponsor capital pre-exit; (iv) Demonstrate capital markets access ahead
of YieldCo IPO.

19.5 ESG Premium & Climate Finance Positioning

AGEH’s ESG profile is expected to command a valuation premium at
exit. Recent IFC research suggests that climate-aligned infrastructure
assets in emerging markets trade at 1-2x EBITDA premia compared with
conventional infrastructure, reflecting growing investor mandates around
Paris-aligned and 1.5°C-compatible portfolios. AGEH’s avoided emissions
(1.45 Mt CO₂e per annum at full operations), strong community-benefit
footprint, and IFC Performance Standards compliance position it strongly
within this thesis.

Confidential — this business plan is provided to prospective investors and lenders for evaluation purposes only and may not be reproduced or distributed without the written consent of Africa Green Energy Holdings (Pty) Ltd.