Good afternoon, everyone, and thank you for joining us today. This is Isabel Sanchez, Deputy Head of Investor Relations. The purpose of this call is to provide further details on Iberdrola's announced acquisition of the electricity distribution company in Finland, Caruna, and to walk you through the strategic rationale, key financial considerations, and expected contribution of the transaction. We are joined today by Mr. David Mesonero, Deputy CFO and Global Head of Corporate Development, who will take you through the presentation shared with you in advance. If you have not yet accessed it, the presentation is also available on the link you have received through the email. We appreciate that this is a busy period in the reporting season, we have designed today's session to be focused and efficient, with a total duration of approximately 30-40 minutes. After the presentation, we will open the line for a live Q&A session. Questions should be submitted through the conference call operator. As always, if you have further questions after the call, please feel free to contact the investor relations team at investor.relations@iberdrola.es. Now, without further ado, I will hand over to David Mesonero. David, over to you. Thanks, Isabel. Good afternoon, everyone, and thank you for joining us today. It is a pleasure to be with you today to present what we believe is another important milestone in Iberdrola's long-term strategy. Before we begin, I would also like to thank many of you for the kind messages of congratulations we have received following Spain's victory on Sunday. Although we are a multinational company, it was certainly a very special moment for our country, considering our history. Back to the presentation. At Iberdrola, we don't wait for the future to happen. We anticipate and we build it. Our history has shown that we have demonstrated a consistent ability to anticipate structural changes, remain ahead of global trends, and transform the challenges facing the energy sector into tangible opportunities for sustainable growth. Today, we are taking another strategic step by entering a new geography and establishing a leading position in electricity distribution in Finland. This decision is not opportunistic. It is the natural result of our disciplined capital allocation framework. For many years, Iberdrola has followed a very clear investment approach. We invest in electricity networks in countries with a strong credit quality, predictable and attractive regulation, structural growth, and sustainable value creation potential for our shareholders. Following the successful divestiture of our thermal generation business in Mexico, we are now reinvesting those proceeds into one of Europe's highest quality regulated electricity distribution platforms. We are redeploying capital from a pure non-core business into a growing euro-denominated and fully regulated network asset in an AA plus rated country. Three notches above Spain, one notch above the U.K., and on par with the United States. This is precisely the type of capital rotation Iberdrola has consistently delivered, improving the quality, predictability, and resilience of our earnings while preserving our financial strength. With that, let me introduce you to the presentation. Please turn to slide two. The main message from today's presentation is straightforward. Caruna is an excellent strategic fit for Iberdrola. The transaction further strengthens our position as one of the world's leading electricity network operators and increases our exposure to stable, predictable, and long-duration regulated earnings. Networks already represent the largest contributor to Iberdrola's value, and we continue to believe that they offer one of the most attractive combinations of earnings visibility, investment opportunity, and structural growth within the energy sector. Caruna is the largest electricity distribution company in Finland, with more than 20% of the market share. The company also benefits from perpetual concessions, providing additional long-term visibility and stability. It operates a fully regulated business under a transparent regulatory framework with visibility until 2031. Based on the current regulation methodology and our business plan, Caruna is expected to generate a regulated return on equity of approximately 8% with additional incentives. This is an attractive return for a euro-denominated regulated business in an AA plus rated country, supported by stable cash flows and a significant long-term investment program. Finland is also an important part of the investment case. It is one of Europe's more stable, innovative, and highly digitalized economies, with a strong institutional framework, clean and competitive electricity generation, and a significant potential for further electrification. Electricity demand is expected to grow materially, driven by industrial electrification, renewable integration, data centers, battery value chain, and other energy-intensive activities. Electricity demand from data centers in Finland is expected to grow by around 4x by 2030, increasing from 1.6 TWh in 2024 to approximately 5-6 TWh by 2030. This creates a clear requirement for continued investment in electricity networks. Caruna is therefore positioned at the center of Finland's future economy, industrial, and energy development. We expect Caruna's net income to grow in the next decade by approximately 7% CAGR, supported by an increasing capital expenditure program between EUR 200 million-EUR 300 million annually. From a financial perspective, the transaction is also very attractive. We acquire an 80% stake in Caruna for an equity consideration of approximately EUR 2 billion. Around EUR 1 billion, or approximately half of the consideration, will be deferred by 20 months following the close. This deferred payment materially reduces the initial funding requirement, improves the present value economics of the transaction, and preserves balance sheet flexibility. The transaction value is 100% of Caruna at an enterprise value of approximately EUR 5 billion, including EUR 2.47 billion of net debt as of December 25. The implied adjusted multiple is approximately 15x expected 2027 earnings. We are, therefore, acquiring a high-quality regulated platform with visible earnings growth and attractive key multiples below Iberdrola's cost. The transaction is expected to be EPS accretive from the first year, around 1%, without considering possible synergies and efficiencies. The value proposition is fully supported by the quality, returns, and growth of the current owner business. Any additional benefit from Iberdrola experience, scale, supply chain, or financing capabilities would, therefore, represent potential upside rather than a requirement for valuation. Turning now to slide three. Caruna is the largest distribution company in Finland, serving a population of around 1.5 million, 25% of the country's electricity supply flow points in a market that remains highly fragmented, with 77 distribution network operators. The acquisition strengthens Iberdrola's leadership in networks through the addition of 100% regulated business, generating a stable cash flow in euros in an AA plus rated country. It also provides Iberdrola with a new platform in a market undergoing a rapid electrification process. Finland benefits from abundant clean electricity, a strong digital infrastructure, and competitive power price, making it an attractive location for energy-intensive investment. Indeed, the Finnish transmission system operator expects electricity demand to increase between 22% and 45% by 2030. Such demand growth will require substantial reinforcement and expansion of the electricity system, with distribution companies playing a central role in connecting new demand, integrating renewable generation, and maintaining security and reliability of supply. Caruna is exceptionally well-positioned to capture this opportunity, thanks to its scale, geographical footprint, and technical capabilities. The regulatory framework is stable, predictable, and visible until 2031. This supports the recovery of existing electricity investments and provides the necessary framework to respond to growing electricity demand. Unlike markets where investment capacity has been constrained by regulatory caps, the Finnish framework enables existing new investments to be incorporated into the regulated asset base. This alignment between regulation, demand growth, and investment needs is a central part of the strategic rationale for the transaction. In simple terms, Finland provides us a combination of stability, a strong credit quality, and an electricity demand growth. Turning now to slide four. Caruna is much more than Finland's largest electricity distribution company. It is a fantastic company and one of Europe's highest quality regulated network platforms. The company serves approximately 740,000 supply points, representing around 1.5 million population, and operates close to 89,000 km of electricity lines. Around 67% of its network has already been undergrounded. Undergrounding increases network resilience, reduces weather-related interruptions, improves security of supply, and lowers operating and maintenance requirements over the life of the assets. This is particularly relevant in Finland. Caruna has, therefore, already completed a significant investment program to reinforce the resilience and quality of its network. At the same time, the next phase of growth is now emerging. These investments are supported by distribution licenses granted for an indefinite period. It's a perpetual concession. By 2027, Caruna is expected to have a regulatory asset base above EUR 2.5 billion, EBITDA of around EUR 369 million, and net income of approximately EUR 148 million. 2027 will be the first year in which Caruna is fully consolidated in our financial statements. We expect net income to grow in the next decade by around 7% CAGR, supported by the increasing capital expenditure program and by the continued growth of Finland's electricity system. After Spain, the United Kingdom, Brazil, and the United States, Iberdrola has consistently demonstrated its ability to invest in regulated networks, grow rate bases, and improve operational performance and customer service. Leading in Finland represents another excellent opportunity to deploy those capitals. It is also important to emphasize that Caruna is already a highly efficient organization. It has a strong management team and established operating model and only 247 employees. Our approach will therefore be to preserve the strength of the business and support its next phase of investment growth. Turning now to slide five. Following the completion, Iberdrola will own 80% of Caruna. The remaining minority will continue to be held by two highly respected long-term Nordic institutional investors, AMF and Elo. AMF is one of Sweden's largest pension institutions, while Elo is one of Finland's leading pension insurance companies. We are delighted to partner with those shareholders whose investment philosophy is closely aligned with ours: long-term, patient, and focused on essential infrastructure. Their continued investment also demonstrates their confidence in Caruna's long-term process. This transaction is, therefore, not only about acquiring an outstanding regulated asset, it is also about establishing a long-term presence in Finland and building strong partnerships with leading Nordic institutional investors. Our integration philosophy will be equally important. Caruna is already a highly efficient, well-managed business with a strong local identity and a capable management team. Our objective is to preserve those strengths while sharing Iberdrola's expertise in key areas such as digital asset management, predictive maintenance, engineering, procurement, cybersecurity, and long-term network planning. Finally, turning to slide six. We expect to submit the relevant regulatory application by mid-August. The approval process is expected to be completed by December, with closing anticipated during the first quarter of 2027, subject to the receipt of the required regulatory clearance, one in Finland and two in the European Union. We have already begun integration planning. Given Iberdrola's extensive experience in acquiring and integrating regulated network businesses across multiple jurisdictions, we are confident the transition will be smooth. Our priorities will be clear: continuity and quality of service, retention of the local management and key talent, constructive engagement with employees, regulators, customers, and all other stakeholders, and preservation of Caruna's strong Finnish identity. This will remain a locally managed Finnish business supported by Iberdrola's global network capabilities, investment experience, and financial strength. Let me now conclude with three key messages. First, Caruna is exactly the type of regulated infrastructure asset Iberdrola looks for. It combines a transparent regulatory framework, an AA plus credit rating, user-eliminated capital, and highly visible long-term investment requirements. It is expected to deliver during the next decade a regulated return on equity of around 8%, a net income growth of around 7% CAGR, supported by an increasing capital expenditure program of between EUR 200 million and EUR 300 million annually. These are attractive returns and growth prospects for a fully regulated business with a stable and predictable cash flow. Second, this acquisition demonstrates once again Iberdrola's disciplined approach to capital allocation. We are recycling the proceeds from the divestiture of our thermal generation business in Mexico into a higher quality regulated growth platform. We are moving from a mature and non-core business into a leading network, which remains at the center of our strategy and of the global electrification growth. The transaction is expected to be EPS positive from the first year. Third, this transaction further enhances the overall quality of Iberdrola. It increases the contribution of regulated networks to our portfolio, which now represents more than 50% of our EBITDA. It improves earnings and cash flow visibility. It strengthens the resilience and geographical diversification of our business model, and it provides Iberdrola with a leading platform in a country where electricity demand and network investment are expected to grow significantly over the coming years. Caruna is not simply a high-quality asset; it is a long-term growth platform in one of Europe's strongest and most stable economies. We believe this transaction represents another important step in Iberdrola's strategy. At Iberdrola, we don't wait for the future to happen. We invest in it. We build it, and we create value from it. Thank you very much for your attention. Thank you very much for the detailed overview, David. We will now move to the Q&A session. Operator, please, may we take the first question? The Q&A session starts now. If you would like to ask a question, please press star five on your telephone keypad. If you wish to withdraw your question, please press star five again. Please ensure your phone is not on mute. The first question comes from Jenny Ping from Citigroup. Please go ahead. Hi. Good evening. Thank you very much for the Q&A session. I've got three, please. Firstly, can you just tell us factually, given we've got the visibility until 2031, what is the RAB growth or what is the RAB in 2031? That would be my first question. Secondly, looking at the net debt RAB of this asset, we're talking close to 100% leverage. Is there any plan to inject equity into the business? To reduce the leverage at some stage. The third question I had was, really around the EUR 1 billion deferred payment. Is that contingent on performance or on something else in a certain amount of time, or is it payable regardless? Thank you. Thank you again for your three questions. First, regarding the visibility of the RAB for 2031 and why we are so confident. It is based on, Finnish regulators. The Finnish regulator has approved the framework for the next few years till 2031. There is no question about the regulation. We have full visibility till that year. What we expect is by 2031, the RAB will be around EUR 3 billion. Okay? It is including the CapEx that we are going to deploy in the next few years, minus the amortization of the sum of the CapEx that we need to do. Regarding the second question, if it is necessary to finance the growth of this company, if we need to put more equity in our assumptions, we are not assuming any other equity investment. Please do consider that this is a very stable regulatory framework, that obviously the company has a very efficient financing strategy. On top of that, as we have done, for example, with CL value, Iberdrola can provide additional shareholder loans if it is necessary. Third, regarding the deferred payment of EUR 1 billion, there is no any contingency. There is no any kind of earn-out or things like that. It is just a deferred payment of 50% of the equity value for the 80% of the acquisition. Obviously, if during the acquisition process, we find any legal topic that we are not happy with that, this will be a potential discussion with the seller, but we don't anticipate any major issue as we have done a very detailed due diligence of all their data influence that is somehow accruing the visibility of the business. Thank you very much. Let's move on to the next question, please. Our next question comes from Gonzalo Sanchez-Bordona, from UBS. Please go ahead. Hi, David. I'm sorry. Thank you very much for the presentation and the opportunity for the questions. Please, I may as well. First one is related with sources of potential upside you mentioned during the presentation. I was wondering whether in the RAB growth path you've just outlined, whether you're including those potential social upside. I think you mentioned incentives, you mentioned demand growth. Is that something that could materialize into some additional RAB growth or some additional incentive growth during the current, I understand, 2030- 2031, and apologies because I know nothing about the Finland regulation. That's question number one. Question number two, is related with how you calculate the 17x P/E, sorry, 16x P/E, for 2027. If you could provide some details on that, because I get a slightly different number. I know that you are missing something there. The other question is related to how the valuation work in terms of returns on top of the 8% discount rate. Is it possible to achieve higher returns during this current regulatory period, or when you're referring to these potential social upside, you're referring to following regulatory period? Thank you. Thank you, Gonzalo. If you don't mind, I will mix question number one and question number three, because I think they are quite related. Regarding if we are considering any upside, the answer is no. We are trying to be very conservative in our assumptions. There is no any kind of upside that we are seeing today. Let me put you a couple of examples. The performance of this company has been huge. We are seeing years with an outperformance of 180, 190, but we are not considering that outperformance. Indeed, we are considering a smaller performance because obviously it's the largest distribution company in Finland, and it's a very big market in terms of the number of distribution companies. There are 77. When you do the benchmark, obviously the largest usually gets the best KPIs. Additionally, we are not considering any efficiency from Iberdrola. As you can imagine, owning procurement or owning corporate efficiency, we could achieve some of them. This is not a deal based on corporate efficiency, but obviously, we will apply any operational efficiency that we can, particularly procurement is a clear example. Let me explain how it's working. Regarding the CapEx efficiency, 85% of the CapEx efficiency is captured by the company. Only 15% needs to be deferred to the regulator. Regarding OpEx, 100% of the OpEx efficiency is captured by the company, up to 20% over what is a normal OpEx. Okay? These are quite good regulations compared with others where we have presence, but usually we need to serve 50% of the people. Regarding the second question, it's very simple. We are assuming, as I was saying, close to 15 x EBITDA. We are assuming EUR 150 million more like in 2027, this we have to divide by the equity value that we are seeing for 100%. Okay? It's math. We can, of course, provide you the details, but it is very easy calculation. Great. Thank you very much. Let's move on to the next question, please. Our next question comes from Rob Pulleyn from Morgan Stanley. Your line is now open. Please go ahead. Hi. Good evening. Thank you for the answers so far. Three questions, if I may. Firstly, just to revisit an earlier question. The implied gearing, given the net debt and the RAB numbers provided, is like 97%, and in the other activities for that net debt, is the full network sort of the standard nominal gearing of 40/60? That's question one. Question two, I think you've given an interesting overview of how attractive Finland is and the electrification growth and everything else. May I ask why Iberdrola is looking at this now? Is there an incentivized seller or other reasons that we should be aware of? Thirdly, again, notwithstanding the respective merits of this particular deal, historically, Iberdrola has been very focused on its four core geographies. Should we understand that this foray into the Nordic is a potential future core market? Is this opportunistic in the sense that this is just a good asset in your eyes and/or, does this imply that there is no further inorganic that you can do in the existing core geographies? I'm very sorry. Long question, but love to hear the thoughts. Thank you. Thank you, Rob. Regarding the first question, I think that you probably read this because of the low time that we gave you, but the debt gearing is 50%. Okay? The net debt is around EUR 2.40-something billion. Just make your math, and in a few days, we can give you all the details, but it's 50%. It's quite similar to other geographies where we are active. Regarding the second question, it was a long one, but I tend to think that you were questioning about why Finland and if it is, why we are now looking for a new geography. I think that, obviously, at Iberdrola, we were very clear in our last Capital Markets Day, what we are looking for is breaking a country with networks, and especially a very attractive, with a clear framework, and I think Finland ticks all the boxes. It has A A class ratings, it's three notches higher frame over Spain. It's one notch over the U.K., and it compares with the U.S. Second, it's fully regulated, there is no any additional business done than this business that is serving rural and urban cities in Finland. I think it's a very attractive regulation for a company like us, where we can 8% ROE, with a 10-year bond yield, much more competitive than other geographies where we are active. Finally, regarding additional add-ons, I think is the third question. Obviously, if we do this deal, usually what we want is to become the leader. With this acquisition, we are acquiring the 1%, and we are covering 1.5 million population of Finland. It's a very fragmented business with 77, you know, DSOs. I assume that in the next few years, we will see a potential consolidation in the country. Regarding other countries, what we are seeing is that the Nordics are going to be one of the major benefits of the data center development. Electrification is at the core of the strategy. Digitalization is at the core of the strategy, and of course, please bear in mind that they need resilience and energy independence. I think that networks are going to play an important role within the strategy of these countries, especially Finland. Thank you very much. Next question, please. The next question comes from Dominic Nash from Barclays. Your line is now open. Please go ahead. Hi. Yes. Thanks very much for the question and the presentation. I've also got three questions, but they are perhaps hopefully a lot shorter. Looking at the Caruna Group financial statement on their website, I was hoping to get some sort of clarity on that. Looking at that one for 2025, Iberdrola is coming at EUR 344 million for 2025 and your ACP guidance for EUR 369 million in 2027, 7% over two years. Fine. Up EUR 25 million. The question I've got here is that the net income in 2025 is EUR 75 million, and your guidance is against EUR 148 million, i.e., doubling in the next two years. The question I've got is that net income number incorrect that I'm seeing on the statement, and how do you get such a big gap up in net income for a relatively small gap up in EBITDA? Same question, quick one. You've got tag rights from the remaining 20%. When is the deadline for them to get tagged or dragged? Or tagged, I guess. Finally, I have a quick one. Can you remind me again, because I'm not that familiar with Finnish regulation. The 8%, is it a nominal regulation rather than a real regulation, and is that at 40% equity? Thank you. Okay. Dominic, thank you very much for your three questions. Let me start with the first and the second, and I will ask if you could re-ask the third one because I didn't hear you well. Regarding net income, if you look at the financial statements, you are right. It appears EUR 75 million in 2025, but you need to add the shareholder loan that we are considering equity. What we are doing is once we are acquiring a company, we are just eliminating the shareholder loan. Instead of doing capital increases for this company or the shareholders have decided is to do a kind of a shareholder loan that we are contemplating like equity. Okay? You need to assume around EUR 65 million more to a EUR 75 million. Okay? More or less, it will go the 2025 numbers in the range of EUR 135 million-EUR 140 million just for comparison purposes. Okay? In 2027, we are guiding to EUR 148 million. Again, we will cancel the shareholders agreement. We will include the equity that is needed, and that's why it will appear like the net income coming before the after the shareholders agreement is going to be at the level of close to EUR 150 million. The second is, I assume it was regarding tag along of the other two companies. First, let me remark that our partnership strategy is very clear. We want to have local partners and strong partners, partner in money, together with us in the key assets or companies that we have. We have an example with GIC in Brazil, we have the example of Kansai, IHI and Rabi, we have the example of Nordex here in Spain, it's close to 3 GW of our platform. We are very happy having AMF and Elo. For whatever reason, they are deciding to exit and they execute the tag along. We are also happy acquiring 100%. Indeed, it's a fantastic company, and we will be super happy acquiring the 100% of the rest of the 20% that is on their hand. The right recipe to the tag along team at the time of the closing. We are expecting that the closing is around the end of the year. We will know what is the final decision by that date. In any case, I am in close contact with these two funds, and they have expressed several times that they don't want to sell, and they want to remain, which also somehow reinforce our equity story in the market. Did you then go I didn't get your final question. I don't know if you can repeat it. Yeah. It's a very simple one, apologies. The 8% return regulated equity, just remind me, is that real or nominal? Is it inflation-adjusted every year, and is that at 40% equity? Yeah. It's nominal. We have 46% equity. Great. Thank you. Great. Thank you very much. Next question, please. The next question comes from Javier Garrido from JPM. Your line is now open. Please go ahead. Hi, good afternoon. I just have one follow-up question on what you just said about the shareholder loan conversion. When you are saying the price you are paying for the 80% stake, does this include the shareholder loan? Or it's going to be transferred on top of the price that you say you are paying for 80% stake? Thank you. Thank you, Javier. Sorry. The 148% that we are guiding for 2027 is for 100% of the company. 80%, we need to adjust the net income, multiply by 0.9. Yes, it is included the shareholder loan included in the 100%. Thank you very much. Next question, please. I'm afraid this might be the last one. Our last question comes from Jorge Alonso from Bernstein. Your line is now open. Please go ahead. Hi. A couple of questions, please. One is a follow-up on Javier's question. The EUR 2 billion that you are paying as equity, that includes the shareholder loan conversion, or that will come on top of the EUR 2 billion that you mentioned you are paying for the 80%? The second one is, as a consequence of this acquisition, can we think that Iberdrola would be accelerating disposals or permits it as well in order to keep the balance sheet in a good shape. Thank you. Thank you, Jorge. Regarding your first question is yes. The question is very simple, yes. In the EUR 2 billion of equity, we are including EUR 1 billion of the first payment, which is included for the loan. You don't need to make any adjustments for your calculation. In any case, as you see, there are three questions related to that. We will share with you more details, but there is nothing that you should be worried about. It's just that we are considering to hold our own as key equity, and we are just saying everything of the shareholder loan as equity. Second, regarding disposals, as you know, we presented in the last Capital Markets Day a very aggressive strategy of acceleration on premises. We are very close to finish the initial guidance that we gave a few months ago. Obviously, still, we have around EUR 2 billion to be divested in the next few months, also in this current Capital Markets Day. We don't expect additional disposals, but the normal ones that we were planning. We think that we have enough room for that. Obviously, as always, if there is an opportunity to dispose or to sell an asset at a very good price, as we have done in the recent years, obviously, we are open. In any case, what we are is trying to preserve our balances, and we are totally committed to the BBB plus rating. Since we consider that with this acquisition, that is 100% regulated in a double A rating country, what we are seeing is that the level of regulated business is now above 60% of our net income. In that sense, somehow we are improving step by step the headroom that we have for additional investments. Okay. Well, that was our last question. Thank you very much, David, for sharing these details with us today. Thanks to all the audience for joining the call and for your interest. If you have any additional questions, please do not hesitate to contact the Investor Relations team. With that, we will close the call. Thank you again, and have a very good afternoon.
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