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FALANGAINVEST

ELQ Investments

A power system that lost four fifths of its capacity.

Role in the group
Energy platform for Ukraine · a minority stake and project co-financing under consideration
Stage
Transaction under consideration · before due diligence and independent valuation
Location
Ukraine · holding company in Estonia, delivery from Kyiv
~2.5€bn
BDO valuation of the Ukrainian portfolio
1.1+GW
Target scale of the ecosystem
14projects
Shovel-ready stage in the base case
90.6USD bn
Quantified reconstruction need of the sector

The platform

From shovel-ready to operating, asset by asset

ELQ Investments is an investment and development platform for the reconstruction of Ukraine's energy sector. It converts assets from the shovel-ready stage into operating infrastructure through ring-fenced Ukrainian project companies held under an Estonian holding company.

Permitting, stakeholder coordination and operational presence are provided by ELQ Ukraine in Kyiv. A separate ring-fenced Ukrainian SPV is set up for each asset, so the risks of individual projects do not accumulate in a single entity.

Structure

How the platform is arranged

Platform holding company
ELQ Investments OÜ, Estonia
Local delivery
ELQ Ukraine, Kyiv — permitting, stakeholder coordination, operational presence
Project companies
A separate ring-fenced Ukrainian SPV for each asset
Industrial background
ELQ S.A. — listed on the Warsaw Stock Exchange; substations, energy storage, EPC of large solar parks
Advisers
BDO (valuation and structuring) · Asters and Brodies LLP (legal) · KNESS, UTEM, SPP Development (EPC) · Witkowitz (industry)

Platform leadership

Who stands behind the platform

The strategic investor is Dr Marcin Sołtysiak, 95% shareholder and chief executive of ELQ S.A. He took over and restructured the company in 2012 and rebuilt it from an engineering firm into an integrated energy platform; he has more than thirty years in strategic investment and renewable energy. The Ukrainian portfolio he has assembled is independently valued by BDO at close to €2.5 billion across renewables and infrastructure, with twenty-eight large projects at the shovel-ready stage.

Michał Stanek
Capital markets; chairman of the board of Q Value S.A.
Halina Lubas, EMBA
Chief operating officer; investment committee of the Ukraine Energy sub-fund within the Ukraine Recovery Fund
John Moran
Thirty years mobilising private investment in post-conflict economies at DFC/OPIC, the US Treasury and USAID
Vasyl Oleshchenko
Chief executive of ELQ Ukraine; fifteen years in Ukrainian banking, then Naftogaz
Yaroslav Petrov
Partner and co-head of the Energy and Natural Resources practice at Asters, Ukraine's largest law firm

Information on the platform and its leadership is stated as published by ELQ Investments. It is verified in due diligence before any commitment by the fund.

The opportunity

A power system that lost four fifths of its capacity

Ukraine had 54.5 GW of installed capacity in 2014. Less than 10 GW is available today. That gap is not a forecast — it is a measured winter deficit of roughly 6 GW, and the reconstruction need for the energy sector alone is quantified at USD 90.6 billion.

IndicatorValue
Installed capacity in 201454.5 GW
Available capacity todayless than 10 GW
Peak winter deficitapproximately 6 GW
Reconstruction need of the energy sectorUSD 90.6 billion

What is ready now

The base case comprises fourteen projects at the shovel-ready stage: land rights secured, environmental permits obtained and grid connection terms issued. That matters — it removes the development phase, which is precisely where most Ukrainian energy projects stall.

Target scale

An integrated decentralised ecosystem of more than 1.1 GW, deliberately spread across regions and technologies rather than concentrated in one large asset that a single strike could take out.

Technology

The technology mix

Solar and wind
Base generation, the quickest to build and commission
Battery storage (BESS)
Dispatchable capacity and revenue from ancillary services
Biomethane and cogeneration
Dispatchable capacity independent of the weather; a separate revenue stream
Small modular reactors
A long-term direction only, with Czechatom as technology partner

Financing

How each project is capitalised

The published capital structure at the level of an individual project. Falanga would sit in the third layer.

Capital layerShare
Project equity on the ELQ sideroughly 10%
International institutions and development financeapproximately 60%
Other private investors (Falanga's layer)around 30%

Cash flows from the earliest projects are intended to carry the later phases, which lowers the peak funding requirement but also makes the date of first commissioning a critical dependency for everything behind it.

Capacity and market data are stated as published by ELQ Investments; the reconstruction estimate is a figure for the sector, not a total amount for Ukraine. The composition of the portfolio and the stage of readiness are verified in due diligence.

The fund's participation

What Falanga would hold, and on what terms

Two separate things are under consideration: an equity stake in the ELQ Investments platform and co-financing at the level of the individual Ukrainian project companies. They carry different risks and cannot be read as a single commitment.

Stake in the platform

A minority participation in ELQ Investments, giving exposure to the whole portfolio rather than to one asset, and at the same time to the development margin as projects move from shovel-ready to operating.

Project co-financing

Capital alongside international institutions in individual ring-fenced Ukrainian SPVs, sized project by project and drawn against construction milestones instead of as a single commitment.

Related-party disclosure

Dr Marcin Sołtysiak is a co-owner of the Falanga Invest fund and at the same time the 95% shareholder and chief executive of ELQ S.A. and the person behind ELQ Investments. The transaction described would therefore be the acquisition of a stake in a company controlled by one of the fund's owners. A fund for qualified investors may enter into such a transaction, but for it to be defensible it requires an arm's-length process:

  • An independent valuation of the stake, commissioned by the fund and not by the seller.

  • Approval by the investment committee, with the conflicted person abstaining from the vote and that abstention recorded.

  • Disclosure of the terms to investors before subscription, not after it.

  • Nothing stated here may be read as confirmation that these steps have been taken.

Risks specific to this exposure

  • Ongoing war — the assets are being built in a country under attack. Generation and grid infrastructure have been targeted repeatedly. Physical loss is a realistic scenario, not a tail risk.

  • Insurance — war-risk cover for Ukrainian energy assets is limited and expensive. The availability and price of cover, and what is in fact excluded from it, are a precondition of any commitment.

  • Offtake and tariff — revenue depends on the Ukrainian wholesale market, on payments for ancillary services and on the counterparty's ability to pay in a wartime economy.

  • Currency — costs in euros, revenue in hryvnia. Currency indexation forms part of the platform's framework, but it does not remove the exposure.

  • Grid access — connection terms have been issued, but a damaged transmission system may leave a completed power plant unable to deliver.

  • Concentration — the energy layer at Rudniki and this portfolio share a single partner group. A problem at ELQ would affect both at once.

Overview

Key details

Platform holding company
ELQ Investments OÜ, Estonia
Local delivery
ELQ Ukraine, Kyiv — permitting, stakeholder coordination, operational presence
Project companies
A separate ring-fenced Ukrainian SPV for each asset
Industrial background
ELQ S.A. — listed on the Warsaw Stock Exchange; substations, energy storage, EPC of large solar parks
Advisers
BDO (valuation and structuring) · Asters and Brodies LLP (legal) · KNESS, UTEM, SPP Development (EPC) · Witkowitz (industry)
Stage
Transaction under consideration; no binding undertaking has been given

A transaction under consideration. No binding undertaking has been given and none arises from this book. Any investment is subject to due diligence, independent valuation, the terms of the sub-fund prospectus (statut) and approval by the investment committee of AVANT investiční společnost, a.s.

The detail sits in the data room

Investment studies, contractual documentation and the data room are made available to qualified investors after an initial meeting and the signing of an NDA.

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