"ANIREP" Alpha Namibia Industries Renewable Energy Power Limited was formed and incorporated in Windhoek, Namibia, in 2018. ANIREP was established for the purpose of facilitating the investment of long-term capital in infrastructural renewable energy projects in Namibia and Sub-Sahara Africa with an initial focus on the renewable energy sector in generation, transmission and distribution. Therefore, Tulive intends to introduce ANIREP, the company to the public, to facilitate exposure to these investments in sustainable and renewable ethos in Southern Africa.
The fund will be built as a CPC (Capital Pool Company), also known as SPAC (Special Purpose Acquisition Company) through private placement. These companies are shells or blank-check companies that are listed on stock exchange with the intention of acquiring a company with the proceeds from investors. Initially CPCs have no ongoing operation at the time of listing but once the company completes the acquisition of a Viable Asset it will no longer be considered as a SPAC/CPC and continues to operate as a listed company.
Power plants are usually sited far from residential areas by the IPPs and utilities such as NamPower. Power generation entails land acquisition; human resources and specialised skills needed to support the growing energy infrastructure and technology development in the infrastructural renewable energy projects.
The power generated in a power station by the IPPs and Utilities such as NamPower in Namibia, is to be transported over a long distance to distribution load centers managed by NamPower. Construction of new or upgrading of transmission lines (to increase reliance and reduce power losses) and associated substations is essential to meet the goal of increasing local production to 755MW by 2022 (as envisaged in NDP5). Utilizing the Public Private Partnership; opportunity in developing an on-grid and an off- grid transmission infrastructure offers Viable Assets to exploit.
The distribution of power from NamPower and REDs to different directions of the urban, peri-urban and rural areas can be done either by overhead lines or by underground cables. Opportunities are abound in working alongside utilities such as REDs, municipals, NamPower, and others, in a Public Private Partnership, in unlocking values in distribution space.
There is a vast opportunity in providing storage for Solar Projects to extend the Solar plants life. In addition, recently approved Net Metering process allows residential and commercial customers who generate electricity from solar power to ‘bank’ or ‘store’, or feed-in their electricity in times of overproduction in the distribution grid, and to balance out their grid consumption with the banked, fed-in, or stored electricity during times when their systems are not producing, thus netting their consumption from the grid with their own production.
The founders have appointed RE Managers Joint Venture as a Manager to outsource the identification and assessment of Viable Assets. The Manager has extensive expertise and knowledge in managing EPC and O&M contracts in the infrastructural renewable energy projects sector. Although the Board is responsible for the Company’s objectives, business and investment strategies and its overall supervision, the Company has outsourced the identification, assessment, structuring, resultant acquisition and potential disposal of Viable Assets, to the Manager in terms of the Management Agreement.
EMCON is a leading transmission engineering and product/contract management firm in Namibia. EMCON has been involved in the field of renewable energy and energy efficiency for more than 10 years with a strong capacity in rural grid electrification, renewable energy services plays a complimentary and important role for the off-grid sector and its vast needs on the African continent. They shall take on any responsibilities related to solar and wind Viable Assets.
Doranova Oy is a Finnish Environmental Engineering company with two business lines, Renewable Energies and Soil Remediation. Doranova’s landfill gas solutions are modular, remote controlled and offer efficient way to produce green energy from harmful greenhouse gasses. They shall take on any responsibilities related to wave and baseload (biomass/biogas, Hydro and Geothermal) Viable Assets.
The practice was formed in 1997 resulting from a merger between two experienced practices; Frikkie Jordaan Quantity Surveyor and Ian Oosthuysen Quantity Surveyor. In 2003 the firm was officially styled as Jordaan Oosthuysen Nangolo after Mr Nangolo became the first black Namibian registered Quantity Surveyor with both South African and Namibian Councils regulating the QS professions. Synergetic experience, intellectual capital and vision created a practice empowered to comfortably offer expertise in the following areas: Project management, Construction cost management, Information technology and systems application, Human resources and communication, All other aspects of quantity surveying and cost engineering.
Some Of Our Projects
In 2017 NamPower recorded the country’s peak demand at 524MW against a peak supply of 300MW from domestic generation sources. The shortfall is supplemented by imports from the neighbouring countries in the Southern Africa Power Pool (SAPP) systems. We believe that the opportunity for the development of the energy sector in Namibia and Sub Sahara countries is large, attractive and growing.
Some Of Our Criteria
ANIREP aims to be a diversified infrastructure investment company, and will directly invest in infrastructural renewable energy projects in a responsible and transparent manner. In doing so, the Company will provide investors with a predictable, inflation linked, and long-term yielding investments whilst providing investors with liquidity to further invest or exit their investments. The Company will focus on making investments in various infrastructure projects through equity and debt instruments that meet the required internal rate of return (IRR) and shareholders’ approvals. ANIREP will adhere to the United Nations backed Principles for Responsible Investment and the Code for Responsible Investing in Namibia.
The ANIREP’s board is responsible for ANIREP’s objectives, investment strategies as well as its overall supervision of the Manager. ANIREP shall outsource, to the manager, the identification and assessment of Viable Assets. The Manager will compile reports based on its analysis of the relevant factors and will present each identified Viable Asset to the Investment Committee. The investment committee will in turn take the Viable Asset to the Board for a vote. Following the Board’s principle decision to acquire the Viable Asset (and all subsequent investments), it will be proposed to the Shareholders for a final vote. If approved by the Shareholders, money will be released from the Escrow Account for the acquisition of the Viable Asset.
The Manager has extensive expertise and knowledge of and experience in investments in the infrastructure and renewable energy sectors. The Manager will compile reports based on its analysis of the relevant factors and will present each proposed investment opportunity to the Company. Following the Board’s in principle decision to acquire a Viable Asset (and all subsequent investments), the Manager shall ensure that the necessary due diligence investigations are carried out and the Manager will be responsible for negotiating the terms of investments. The Directors will at all times retain the final sanction over all investment and divesture decisions.
Initially, returns will be re-invested to take advantage of the significant market growth opportunity. Directors commit to implement a sustainable dividend policy as and when appropriate. Investment activities will comprise:
- Acquiring stakes in operating assets to provide visible, long-term dividend flows;
- Providing equity funding to developers and projects; and
- Making long-term corporate investments with the objective of engaging with the companies on their future funding requirements and facilitating their own greenfield initiatives
Board of Directors
Iyaloo Ya Nangolo is the Managing Director of Tulive Capital (Pty) Ltd. He is a qualified quantity surveyor who obtained a BSc Honours Degree in Quantity Surveying from the University of Cape Town in the year 2000. Iyaloo also holds an MBA from the University of Cape Town and the London Business School. His fields of specialisation include: Advance Finance, Risk Management, facility management, cost engineering, quantity surveying and project management.
Hans Hamukoto is a director and business unit manager for power planning at EMCON. Hans obtained his National Higher Diploma and a B-Tech Degree in Electrical Engineering at Technikon Witwatersrand in 2001 and 2003, respectively. In his professional career, Hans has gained a wealth of experience in the areas of rural and urban electrification, township development, asset valuation, transmission, metering and vending systems, renewable energy, master planning, and off-grid electrification.
Chief Operating Officer
Antti Myllärinen (MSc. in Economics) is a CEO of Doranova and has a wide experience from international project sales and renewable energy solutions. Before joining Doranova Antti worked for McKinsey & Company as a consultant and in financial sector concentrating on PE-financing.
Chief Technical Director
Annegret Müseler is a fully qualified Chartered Account and has worked as an Auditor at Deloitte Namibia for three years. She has an exceptional experience in the financial Services, Insurance, Micro lending, Retail and Mining Industry. She obtained her BSc in Psychology from the University of Stellenbosch in December 2011 and Postgraduate Diploma in Accounting in 2014. She is a Member of the Institute of Chartered Accountants of Namibia and she was a Vice Chair of the Industrial Psychology Society.
Chief Financial Officer (Acting)
Non - ExecutiveDirectors
Primus Hango is a Namibian business leader with exceptional governance skills and experience developed with pension fund management, investment oversight and capital markets. Primus was appointed Secretary of the Tender Board of Namibia in June 1991. He was the Principal Officer of the Government Institutions Pension Fund since 1995 and from April 1999 until 2011, the Chief Executive Officer. Primus, a former Chairman of the Namibian Stock Exchange, was again re-elected as Chairman on 10 June 2009 to the NSX Board until 2011.
Non-Executive Director (Chairman)
Ian Oosthuysen is a founder partner of Jordaan Oosthuysen Nangolo Construction Cost Engineering and Managment. He is a professional Quantity Surveyors and Namibian Council for Architects and Quantity Surveyors. He obtained his Bsc. Qs (Hons) degree in 1980 from the University of the Freestate in South Africa and is a member of the South African Instituite for Quantity Surveyors and of the Namibian Association of Quantity Surveyors. Ian was past Vice President of Africa Association of Quantity Surveyors. He has more than 30 years of extensive experience and expertise.
Gida Nakazibwe-Sekandi, APR, LLB, PRISA has been a Non-Executive Director of Bank Windhoek Ltd. since July 2005. She worked for thirteen years at Rössing Uranium. She has been a Non-Executive Director at Capricorn Investment Group Limited since November 2004 and an Executive Director since February 2007. She has been a Non-Executive Director at UCL Resources Limited since January 2011. She practiced as a lawyer for over nine years in Uganda and Zimbabwe and is an accredited public relations practitioner.
Mac Hengari has an MBA in International Business and MSc in Energy Policy from Bristol and Surrey, respectively. Recently he served as the Founding Director of the Namibia Business School at the University of Namibia, having served as a Head of Department and Lecturer within the Faculty of Economic and Management Sciences. Prior to that, he served as an Economist at the United Nations Secretariat in New York as well as a Chief Economist at the Namibia Investment Centre. He is an entrepreneur who has been involved in the formation of a number of companies.
Ambassador Phillemon Kondja Kambala is a Diplomat with MA in international relation from the University of Keele in the UK. From 1996 to 2006 he was High Commissioner to the Federal Republic of Nigeria. He has also been a High Commissioner in South Africa from 2006 - 2013. He currently serves as a Public Service Commissioner from 2013 to date.
Ambasador Phillemon K. Kambala
Meklit S. Demamu is the Actuary of Tulive Capital (PTY) Ltd. She obtained her BSc (Hons) in Mathematics and Actuarial Science degree from the University of Leicester in the UK, in 2017. She has gained 8 actuarial exemptions in only three years. She currently is a member of the IFoA (Institute and Faculty of Actuaries) pursuing the title of (FIA) Fellow of the Institute of Actuaries.
This document serves as a private placement memorandum for ALPHA NAMIBIA INDUSTRIES RENEWABLE POWER LIMITED. This Pre-listing Statement that serves as a private placement memorandum is issued to the person, as per the private placement list.This Pre-Listing Statement is not an invitation to the public to subscribe for Shares in the Company. This Pre-Listing Statement is only available to the persons to whom it has been addressed (“addressees”). It may not be copied, disclosed, disseminated or otherwise distributed to persons other than the addressee. The information contained in this Pre-Listing Statement is private and confdential Should any addressee decide not to subscribe, this document should be returned to the Company forthwith and without any copies having been made.
Alpha Namibia Industries Renewable Power Limited
(Registration Number: 2018/0148)
Annual Financial Statements for the year ended 28 February 2019
We have audited the financial statements of Alpha Namibia Indusrtries Renewable Power Limited set out
on pages 5 to 22, which comprise the directors’ report, the statement of financial position as at 28
February 2019, the statement of changes in equity and the statement of cash flows for the period then
ended, and notes to the financial statements, including a summary of significant accounting policies.
Watch this space for our Annual Financial Statements for the year ended 29 February 2020
Further to the announcement issued by ANIREP on 02 March 2020, shareholders are advised that ANIREP has successfully finalised the acquisition of majority shareholdings in two viable assets, Hopsol Africa (Pty) Ltd and Hopsol Power Generation (Pty) Ltd and with effect from 1st April 2020 and 19th June 2020 respectively. All conditions in respect of both transactions have been fulfilled.
NSX.ANE: ALPHA NAMIBIA INDUSTRIES RENEWABLE POWER - Revised salient features of the acquisition of a viable asset and Notice of General Meeting
Revised salient features of the acquisition of a viable asset and Notice of General Meeting
Alpha Namibia Industries Renewable Power Limited
(Incorporated in the Republic of Namibia)
Registration Number 2018/0148
NSX Share code: ANE
REVISED SALIENT FEATURES OF THE ACQUISITION OF A VIABLE ASSET AND
NOTICE OF GENERAL MEETING
Further to the notice of the acquisition and notice of the General Meeting announced on 23
December 2019, shareholders are advised about the revised Salient Dates.
Important Dates and Times
Record date to determine which Shareholders are eligible to receive the Circular: Friday, 10th January 2020
Circular containing notice of General Meeting and form of proxy sent to Shareholders and announced on NENS
on: Wednesday, 8th January 2020
Last day to trade in order to be eligible to vote at the General Meeting: Friday, 14th February 2020
Record date to be eligible to vote at the General Meeting: Friday, 21st February 2020
Last day to lodge forms of proxies in respect of the General Meeting by 10:00 on: Tuesday, 25th February 2020
General meeting of ANIREP Shareholders to be held at 10:00 on: Thursday, 27th of February 2020
Results of the General Meeting release on NENS on Shareholders are further advised that the Circular will be available on the following website
as of 08 January 2020 https://anirep.com/ under the Investor Relation tab. Friday, 6th March 2020
By order of the Board
08 January 2020
Cirrus Securities (Pty) Ltd
Member of the Namibian Stock Exchange
Date: 08-01-2020 02:41:00
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2020-01-08 14:41:00 Source: Namibian Stock Exchange News
Africa’s biggest pension fund, the Public Investment Corporation of South Africa (PIC), with assets worth over N$2 trillion, made its first investment in Namibia’s capital markets after its subscribed to 5 300 000 shares in Namibia Stock Exchange (NSX) listed Alpha Namibia Industries Renewable Power Limited (ANIREP) in a transaction valued at N$53 million.
Notice is hereby given that the General Meeting of the shareholders of ANIREP will be held at the offices of ANIREP, 47 Nelson Mandela Avenue, Klein Windhoek, Windhoek on 04 October 2019 at 10:00, for the following purpose:
To approve the issue of an additional 5 300 000 shares at 1000 cents per share. As after closing of the Private Placement, ANIREP received a late submission. Shareholders need to approve this transaction. The shares to be issued, shall be issued on the same terms and conditions as stated in the Pre-Listing Statement.
Alpha Namibia Industries Renewable Power Ltd (Anirep) yesterday became the first alternative electricity company and the second capital pool company to list on the Namibian Stock Exchange (NSX).Anirep listed on the Development Capital Board of the NSX after raising more than N$110 million from institutional and retail investors via a private placement process. The majority are local shareholders, while others are regional and international.
Alpha Namibia Industries Renewable Power Limited (ANIREP) was listed on the Namibia Stock Exchange (NSX) development board on Thursday. It has become the second Capital Pool Company (CPC) and the first Alternative Electricity Company on the bourse.
ANIREP is a company initiated by three major players in the industry. They are Tulive Private Equity an Infrastructural fund manager, Jordaan Oosthuysen Nangolo a construction project cost and management consultant, EMCON PSE Consultants an engineering consultant and Doranova Oy a Finland based biogas and soil remediation Engineering Procuring and Construction company.
Cabinet has approved the revised Single Buyer Market Model for the Supply of Electricity which allows more for independent power producers (IPPs) to compete, to be implemented in September this year.
The modified model allows electricity consumers and IPPs to transact with each other directly for the supply of electricity, to allow for competition and to allow for private sector investment.