Gunvor Group – ZEN Energy Retail Holdings

WA-15025

Gunvor Group Ltd, or a wholly-owned Australian subsidiary nominated by Gunvor Group Ltd, proposes to acquire by way of a share purchase agreement 100% of the issued share capital of ZEN Energy Retail Holdings Pty Ltd (the **Target**) from ZEN Energy Retail Pty Ltd (**ZER**) (the **Acquisition**). The Target, which has been newly incorporated for the purpose of the Acquisition, will hold the assets relating to the "ZEN Energy" retail business, including all of ZER's retail electricity supply customer contracts and a hedging portfolio consisting of three power purchase agreements (**PPAs**) (relating to the Tailem Bend 2 Hybrid Project, New England Solar Farm and Moree Solar Farm) and a virtual toll, energy storage services agreement and other synthetic battery offtake agreement in respect of the Templers battery energy storage systems (**BESS**) facility, together with employees, intellectual property, licences, and IT systems. Prior to completion, ZER will transfer the assets within the sale perimeter to the Target. Gunvor Group Ltd is the main holding company of the Gunvor Group (**Gunvor**), a global commodity trading house that is registered in Cyprus and has an energy trading business. While Gunvor does not currently operate a physical business in Australia, it is a supplier of fuel to Australian fuel importers and a participant in the wholesale electricity derivative contracts market within the National Electricity Market (**NEM**). Gunvor is not involved in the wholesale generation, or the retail supply, of electricity in the NEM or elsewhere in Australia, and it does not own or control any operating energy generation assets or infrastructure. ZER (and its affiliates, together the **ZEN Energy Group**) is an Australian renewable energy company which supplies electricity to large use customers across the NEM. The ZEN Energy Group operates two business units: a retail customer business with an associated hedging portfolio, and an asset development program. Its hedging portfolio primarily comprises long-term wholesale derivative contracts, including PPAs with renewable generators, and tolling leases over operating BESS. The Acquisition is limited to the ZEN Energy retail business and three PPAs and the tolling agreement within its hedging portfolio, and does not include the asset development business unit owned by Zen Energy Pty Ltd or the remainder of the hedging portfolio.