Financial Model

Capital Structure

REpow projects are structured under a fully equity-funded platform that combines local commitment, development-finance discipline, and impact-investment scalability. 

Equity Composition (Project SPV) 

Thai Promoter (REpow & Strategic Partners) 20 % Local project developer, land coordination, permits, and long-term operator.

Development Finance Institutions (DFIs) 40 % Catalytic investor providing ESG oversight, concessional-fund mobilization, and international governance standards.

Climate Venture Capital Funds 40 % Growth-stage equity ensuring innovation, scalability, and early replication across industrial clusters.

• Projects are 100 % equity-funded during the construction phase, ensuring strong governance, fast execution, and debt-free operations at COD.

• Post-commissioning, green-loan or infrastructure refinancing may be introduced (target 60 – 70 % debt) to recycle equity into new modules.

Concessional Loan Facility (Farmer Financing Program)

A separate soft-loan window (10 – 30 % of project value) is implemented through Thai state-owned banks —
the Government Savings Bank (GSB) or the Bank for Agriculture and Agricultural Cooperatives (BAAC) — under existing government and climate-finance programs.

• Purpose: Provide farmers and community enterprises with low-interest loans for tractors, balers, trucks, and logistics hubs.

• Administration: Managed and disbursed by GSB / BAAC; may be co-financed or refinanced by DFIs through inclusive-finance credit lines.

• Risk Separation: Loans are non-recourse to the project SPV; the SPV assumes no credit exposure to farmers.

• ESG Benefit: Strengthens feedstock reliability, rural livelihoods, and measurable social impact without increasing project leverage.

This dual-layer capital model — clean equity SPV + concessional farmer facility — meets the standards for inclusive, low-risk project finance while maximizing climate and community outcomes.

Project Economics Snapshot

REpow’s projects are 100 % equity-driven, ensuring rapid deployment and transparent governance, while concessional facilities through GSB or BAAC deliver inclusive participation for smallholders.

This combination creates bankable, low-risk, and socially inclusive renewable-energy assets that satisfy the dual mandate of DFIs and Climate VCs — stable financial returns and measurable climate impact. 

Revenue Framework

REpow’s projects are structured around a multi-stream revenue system that integrates energy sales, circular by-products, and verified carbon credits to ensure both financial resilience and measurable climate value.   

This design enables stable cash flow and predictable returns across different market and policy scenarios.

Energy Sales

1. Electricity (PGT / Direct PPA):

   • Sold directly to industrial estates or manufacturers under the Progressive Green Tariff (PGT) model, benchmarked against UGT2 grid rates.

   • Contracts typically span 20–25 years, with price escalation linked to Thailand’s official CPI & Carbon Tax.

   • Larger clusters may also sell to the Provincial Electricity Authority (PEA) under FiT or private grid frameworks.

2. Thermal Energy (Steam / Heat Supply):

   • Delivered through Thermal Energy Supply Agreements (TESA) with factories and industrial parks.

   • Tariffs indexed to EPPO’s published HFO or LPG reference prices, with a cap-and-floor mechanism to protect both the buyer and project.

   • For biogas systems, heat or steam from engine exhaust is captured through CHP integration, improving total efficiency to >80 %.

Carbon Credits

• Certified under T-VER, Verra, or Gold Standard, depending on project scale and export market requirements.

• Biomass projects earn credits from avoided open-field burning; biogas projects from methane capture and destruction.

• Conservative baseline: 3–8 % of total annual revenue depending on verification cycle and carbon price scenario (36 – 108 THB / t CO₂e).

• Carbon revenue is booked as additional income for investors and used partially to fund community climate programs.

Circular Economy Products

1. Compost & Digestate Fertilizer:

   • Organic by-products from biogas plants returned to contracted farmers as soil enhancer, improving yields and reducing chemical fertilizer dependence.

2. Biochar & Ash:

   • Residues from biomass boilers processed into biochar for soil carbon sequestration or used in construction materials.

   • Generates secondary income while contributing to verified carbon storage.

Renewable Attribute Certificates (Optional)

• For corporate offtakers seeking RE100 or CBAM compliance, REpoweri can issue Renewable Energy Certificates (RECs) or Guarantees of Origin (GoOs), adding 2–3 % to revenue margins.

Exit & Liquidity Options

REpow integrates flexible and responsible exit pathways into every project from inception, ensuring that the investors have transparent liquidity options while maintaining the long-term stability of each renewable asset. 

Because all projects are 100 % equity-funded at commissioning, investors hold direct ownership in operational SPVs that generate stable cash flow and can be traded, refinanced, or aggregated for portfolio scaling.

Strategic Sale (Trade Sale)

• After 5–8 years of stable operations, investors may divest equity to utilities, IPPs, or industrial offtakers seeking renewable portfolios.

• Typical acquirers include EGAT subsidiaries, PTT Group companies, or RE100-aligned manufacturers requiring verified green power.

Refinancing Take-Out

• Once the plant demonstrates stable feedstock and generation performance, green-loan refinancing (up to 70 % LTV) may be introduced.

• The refinancing proceeds enable partial or full equity repurchase by the Thai Promoter, returning capital to Investors while keeping long-term ownership local.

Infrastructure / Yield Fund Sale

• Mature projects can be sold to infrastructure or yield funds (e.g., Thai Infrastructure Fund, regional climate funds) that value stable returns of 6–8 %.

• The Thai Promoter retains the option to co-invest or manage these assets post-sale to preserve operational continuity.

Portfolio Aggregation / IPO

• Operational assets may be bundled into a Green YieldCo or Renewable Infrastructure Trust, offering institutional investors long-term exposure to sustainable cash flows and giving early investors a liquid exit.

Thai Promoter Priority (First Right of Offer)

In accordance with REpow’s long-term operating mandate and community partnership model,
the Thai Promoter shall have the First Right of Offer (FRO) to acquire investor shares upon exit, subject to an independent fair-market valuation.

This ensures:

• Continuity of local management and project governance.

• Protection of community and feedstock agreements tied to the Thai promoter’s network.

• Certainty of fair and transparent investor returns.

Should the promoter decline, investors are free to sell to qualified third-party buyers under mutually agreed conditions.

Social-Impact Continuity

Even after investor exit, the concessional-loan facility through GSB or BAAC continues to operate independently, ensuring ongoing access to low-cost financing for farmers and preserving the project’s social and environmental legacy.

REpow’s exit framework provides:

• Clear, multi-path liquidity—trade sale, refinancing, or fund aggregation.

• Capital recycling potential—redeployed equity into new projects.

• Responsible exit assurance—Thai Promoter retains operational stewardship while investors achieve market-based returns.

• Long-term ESG integrity—community benefits and carbon performance remain intact beyond the investment horizon.

Indicative Term Sheet Summary 

REpow provides investors with a transparent, standardized project term sheet built on international project-finance principles while maintaining strong local governance.

The following terms represent the baseline structure for equity participation in our biomass, biogas, and biomethane project companies (SPVs). 

Project Company (SPV)

Each renewable-energy project is developed under an independent Special Purpose Vehicle (SPV) that owns all project assets, contracts, and permits. The SPV is legally ring-fenced to isolate risks and provide full transparency.

Equity Composition

100 % equity funding during construction: **Thai Promoter 20 %

Concessional Loan Facility (for Farmers)

Separate facility (10–30 % of project-linked value) administered by GSB or BAAC to finance farmers’ tractors, balers, and logistics assets. Non-recourse to SPV; enhances feedstock reliability and ESG outcomes.

Project Type / Capacity

Biomass 10-150 MWe modules (rice straw / energy wood) • Biogas 1-10 MWe modules (Napier + manure) • Biomethane upgrading units • Floating & Rooftop solar hybrids.

Tenor / Investment Horizon

7 – 10 years with option for early exit through refinancing or promoter buy-back once projects are de-risked.

Dividend Policy

60 – 70 % of distributable profits, subject to maintaining DSCR ≥ 1.3 and adequate O&M reserves. Dividends payable semi-annually.

Governance & Board Representation

Board seats proportional to shareholding. Key decisions (budget, debt, major contracts, ESG reporting) require super-majority approval.

Reporting & Transparency

Quarterly financial, operational, and ESG performance reports. Annual independent audit in accordance with IFRS and IFC ESG standards.

Currency & Returns

Thai Baht (THB) base; optional USD tranche for DFIs. Target Equity IRR 12–18 % depending on project type.

Exit Rights

DFIs and Climate VCs may exit through strategic sale, refinancing, or fund aggregation after the minimum lock-in period. The Thai 

Promoter holds the First Right of Offer (FRO) to acquire investor shares at fair-market valuation prior to any third-party sale.

Political / Credit Enhancements

Eligible for Partial Risk Guarantee (PRG), Political Risk Insurance, or DFI co-lending facilities if required.

ESG & Compliance

Alignment with IFC Performance Standards, UN SDGs 7 / 9 / 12 / 13, and Thailand BCG Model. Carbon-credit certification under T-VER, Verra, or Gold Standard.

Community & Impact Safeguards

Concessional loans via GSB/BAAC, community enterprise participation, and continuous MRV of CO₂e reduction, PM2.5 avoidance, and rural income generation.

This term sheet confirms that each project is:

• Fully equity-funded and de-risked, with clear governance and reporting;

• Inclusive and ESG-compliant, through farmer financing and community integration;

• Financially attractive, with predictable cash flow and inflation-indexed revenues;

• Flexible for exit, granting the investors multiple liquidity paths while protecting local continuity through the Thai Promoter’s FRO.