TerniEnergia

News from TerniEnergia

03Aug 2017
  • The digital company of TerniEnergia Group will take part in the WInSiC4AP project for a total value of Euro 6.4 million with CNR, ST Microelectronics and Enel Distribuzione

 Italeaf, financial holding Company and first Italian Company Builder, active in cleantech and smart innovation, listed on Nasdaq First North, announces that Softeco Sismat, a subsidiary of TerniEnergia, will be among the partners in the research project WInSiC4AP (Wide band gap Innovative SiC for Advanced Power) granted by European Union in the framework of the H2020 funds dedicated to the research program of the ECSEL Joint Undertaking, the European public-private partnership for the development of new generation microelectronics components and systems.

The project will receive a total EU grant of 6.4 million Euro, involving the collaboration of 24 organisations from 5 European countries, including major research centres and industries such as, among others, CNR, ST Microelectrinocs, Valeo and ENEL Distribuzione.

The goal of WInSiC4AP is to investigate, develop and validate new components for high efficiency, reliable and cost-effective power electronics applications, which can be applied to innovative solutions in several EU strategic sectors including automotive, railway transportation, energy and aero-space.  Softeco will be contributing to the development, demonstration and experimental validation of advanced software systems for the management and control of a new type of inverter and for energy optimisation and intelligent management.

press-release_tesoft_03-08-2017

20Jul 2017
  • The agreement with Appalti Tecnologie Progettazione Ambienti & Costruzioni (A.T.P.) has foreseen the acquisition by the engineering company of 50% of the share capital of the SPV recently established by TerniEnergia, through the contribution of the business branch of the groundwater and liquid waste treatment
  • The transaction has foreseen a consideration for the transfer of Euro 3,425 million, which will be settled in two tranches: by July 2017 for Euro 1.48 million and by July 2019 for Euro 1.94 million

 

TerniEnergia, a company listed on the Star segment of Borsa Italiana and part of the Italeaf Group, has signed an agreement with Appalti Tecnologie Progettazione Ambienti & Costruzioni Srl (A.T.P.), based in Rome, for the transfer of 50% of the shares held by TerniEnergia in Purify Srl, owner of groundwater and liquid waste treatment plants.

The transaction has foreseen a consideration for the transfer of Euro 3,425 million, which will be settled in two tranches: by July 2017 for Euro 1.48 million and by June 30, 2019 for Euro 1.94 million.

The signed agreement provides for the pledge in favor of TerniEnergia on the shares of Purify Srl acquired by A.T.P., to guarantee the payment of the agreed price.

The transfer of the SPV Purify’s shares was subject to a decision on the failure to subscribe to certain ancillary agreements (with ATP and Saceccav, as a contractor for the construction of a liquid waste treatment plant) by last July 15, 2017. The non-fulfillment of this condition has produced the effect of definitively confirm the assignment.

The establishment of Purify Srl and the transfer of 50% of the same SPV to a technology partner as A.T.P. Srl, a company with a consistent track record in the design and construction of water treatment plants, will allow to conclude within the first months of 2018 the construction of the liquid waste treatment plant in Nera Montoro (TR) for a total capacity Of 58,000 cubic meters per year, and to start production phase.

The transaction responds to the TerniEnergia Group’s environmental strategy – stated the CEO of TerniEnergia, eng. Piero Manzoni – which aims to strengthen the industrial management of marginal resource recovery plants, including the strengthening of partnerships and alliances with international investors in the green sector and circular economy sectors”.

The involvement in the construction and in the next phase of managing of a complex and articulated plant like that of Nera Montoro – said the CEO of A.T.P., eng. Pierluigi Ruopoli – represents, for A.T.P. a relevant opportunity, especially in the valorization and refinement of our skills”.

 

 

TERNIENERGIA (TER.MI), established in September 2005, and part of Italeaf Group, is the first Italian smart energy company, committed to bring worldwide integrated and sustainable energy solutions. Organized into four business lines (Technical services, Energy management, Energy efficiency and Cleantech), with about 400 employees and a geographic presence in almost the continents, with operational and sales offices, TerniEnergia develops solutions, innovative products and services based on digital and industrial technologies for the energy sector.

TerniEnergia, also through its subsidiaries (Softeco Sismat, Selesoft, Greenled Industry,GreenAsm, Wisave, Ant Energy), shall pursue the objectives of increasing energy production from renewable sources, energy efficiency and emissions reduction, as laid down by European environmental policy, and participates actively in the distributed power generation revolution and energy smart grids.

TerniEnergia is the ideal partner for large utilities, distributors and grid operators, power producers, public authorities, industrial customers and investors who intends to carry out large projects for the production of renewable energy plants and modern systems with high energy efficiency, solutions for the management and maintenance of the infrastructure and the electrical systems. TerniEnergia, through a complete technological and commercial offer, develops and provides technologies, turn-key services and solutions for energy consumers in the public and private sectors. The company is listed on the STAR segment of the Italian Stock Exchange.

 press-release_te-pur-2017-07-20

01Jun 2017
  • Giulio Gallazzi appointed as Vice-Chairman
  • The Board of Directors implements the Stock Grant Plan 2017-2019

The Board of Directors of TerniEnergia, a company part of the Italeaf Group, met today with Stefano Neri’s chairmanship, has appointed Chief Executive Officer and General Manager, giving him executive powers, eng. Piero Manzoni*, previously elected member of the Board of Directors of the Company by the Shareholders’ Meeting, held on May 2, 2017.

The CEO is therefore responsible for the overall governance of the Company and of the Group with powers of ordinary and extraordinary administration, with the attribution of the Company’s signature and legal representation, with the resolution of the Board of Directors.

The Chairman of TerniEnergia, Mr Stefano Neri, on behalf of all the members of the Board of Directors, expressed his appreciation for the appointment of Mr Manzoni, underlining “the importance of choosing an Italian manager with extensive international experience, high skills in the industrial energy field and a very important story in the management of complex realities, engaged in processes of transformation and growth of their business. We are confident that eng. Manzoni will drive TerniEnergia in a new development season, into high-tech contexts, reinforcing the internationalization process already undertaken and completing the integration process with new digital business, as smart energy, smart grids and smart cities”.

Piero Manzoni expressed his satisfaction for being part of the TerniEnergia Group, adding that “today the Company is called to a global challenging scenario: to prove and to bring worldwide its new skills and innovative solutions by on core competencies, at a stage of great transformation of the energy sector. Our main target will be focused on the development of an industrial plan that will maximize the Group’s technological strengths, especially considering the new “smart” evolution in both the energy and Industry 4.0 applications.. It is a challenging but, at the same time, compelling challenge: to create an industrial platform ready to be placed at the forefront of the competitive context of the energy and the Internet of Things revolution and fit to attract new investors into a renewed company focused on the development of innovative technologies”.

The Board then appointed the director Mr Giulio Gallazzi, who was elected by the Shareholders’ Meeting of the Company held on May 2, 2017, as Vice-Chairman of TerniEnergia.

As implementation of the resolution by which the Shareholders’ Meeting approved the adoption of a free allocation plan for ordinary shares (the “Stock Grant 2017-2019 Plan” – the “Plan”) on 2 May 2017, the Board of Directors of TerniEnergia SpA (The “Company”) approved the Rules of the Stock Grant Plan 2017-2019 and deliberated, following the favorable opinion of the Remuneration Committee: (i) to start the implementation of the Plan, taking the necessary measures to implement the Plan in accordance with the provisions of the relevant Rules; (ii) to assign to the newly elected CEO and General Manager eng. Piero Manzoni a maximum of no. 2,119,030 rights for the free allocation of an equal number of shares of the Company, under the terms and conditions set out in the Plan’s Rules and in the relevant assignment letter, subject to the achievement of the performance targets and the conditions laid down therein.

The adoption of the Plan is aimed at fostering the loyalty of the directors and employees of the Company and its subsidiaries, who occupy the most important positions and therefore are more directly responsible for the Company’s results, encouraging them to remain in the Group in a perspective, inter alia, to align the interests of the beneficiaries of the 2017-19 Stock Grant Plan with the pursuit of the priority target of creating value for shareholders, of a medium to longer-term horizon.

For a brief description of the reasons for the adoption of the Plan and its essential elements please refer to the press release of March 24, 2017, issued pursuant to art. 84-bis, paragraph 3, of the Regulation adopted by Consob with resolution no. 11971 of 14 May 1999 (the “Issuers Regulations”) and the Information Document prepared in accordance with Article 84-bis of the Issuers’ Regulations, both available on the Company’s website.

 

* Brief curriculum vitae of eng. Piero Manzoni

Piero Manzoni was born in Bergamo on 8 October 1962, previously worked in the Schneider Group (formerly Marlin Gerin) and from 1994 to 2001 he held several senior positions within ABB Group, Siemens Italia and he was Chief Executive Officer of Atel Energia SpA (today Alpiq). He was CEO of Falck Renewables SpA and Falck Energy SpA, CEO and General Manager of Falck SpA, Chairman of Falck Renewables Wind Ltd. He is currently CEO of Neorurale SpA, Chairman of MenoEnergia and Chairman of Acqua&Sole. Piero Manzoni holds a Bachelor of Mechanical Engineering from the Politecnico di Milano and a Master of Business Administration degree.

 

TERNIENERGIA (TER.MI), established in September 2005, and part of Italeaf Group, is the first Italian smart energy company, committed to bring worldwide integrated and sustainable energy solutions. Organized into four business lines (Technical services, Energy management, Energy efficiency and Cleantech), with about 450 employees and a geographic presence in almost the continents, with operational and sales offices, TerniEnergia develops solutions, innovative products and services based on digital and industrial technologies for the energy sector.

TerniEnergia, also through its subsidiaries (Softeco Sismat, Selesoft, Greenled Industry,GreenAsm, Wisave, Ant Energy), shall pursue the objectives of increasing energy production from renewable sources, energy efficiency and emissions reduction, as laid down by European environmental policy, and participates actively in the distributed power generation revolution and energy smart grids.

TerniEnergia is the ideal partner for large utilities, distributors and grid operators, power producers, public authorities, industrial customers and investors who intends to carry out large projects for the production of renewable energy plants and modern systems with high energy efficiency, solutions for the management and maintenance of the infrastructure and the electrical systems. TerniEnergia, through a complete technological and commercial offer, develops and provides technologies, turn-key services and solutions for energy consumers in the public and private sectors. The company is listed on the STAR segment of the Italian Stock Exchange.

 

press-release_te-cda-2017-06-01

03May 2017

TerniEnergia, smart energy company part of the Italeaf Group, in relation to the press release disseminated today, clarifies that the contract subscribed with an indian company part of Juice Power Group, is referred only to the construction of the first three micro-grid plants for a total installed power of 3.5 MW and a consideration of approximately USD 3 million. The consideration of USD 10 million, previously mentioned, is referred to the entire first phase of a pipeline already defined for a total power installed of approximately 8.5 MW.

The contract, preparatory to the signing of an EPC framework agreement that will cover the successive stages of construction and upgrade of the plants, provides also for the implementation of engineering activities related to three photovoltaic plants with a total installed power of 3.5 MW and for the energy audit activity and the implementation of charging and storage technologies, smart control and management systems, as will be provided for the remaining 5 MW of the same first phase of the aforementioned pipeline.

  

TERNIENERGIA (TER.MI), established in September 2005, and part of Italeaf Group, is the first Italian smart energy company, committed to bring worldwide integrated and sustainable energy solutions. Organized into four business lines (Technical services, Energy management, Energy efficiency and Cleantech), with about 500 employees and a geographic presence in almost the continents, with operational and sales offices, TerniEnergia develops solutions, innovative products and services based on digital and industrial technologies for the energy sector.

TerniEnergia, also through its subsidiaries, shall pursue the objectives of increasing energy production from renewable sources, energy efficiency and emissions reduction, as laid down by European environmental policy, and participates actively in the distributed power generation revolution and energy smart grids.

TerniEnergia is the ideal partner for large utilities, distributors and grid operators, power producers, public authorities, industrial customers and investors who intends to carry out large projects for the production of renewable energy plants and modern systems with high energy efficiency, solutions for the management and maintenance of the infrastructure and the electrical systems. TerniEnergia, through a complete technological and commercial offer, develops and provides technologies, turn-key services and solutions for energy consumers in the public and private sectors. The company is listed on the STAR segment of the Italian Stock Exchange.

press-release-te_india2-2017-05-03

03May 2017
  • The agreement for the engineering phase with a subsidiary of Juice Power amount to approximately USD 10 million
  • Expected the construction of three photovoltaic plants of the installed total power of 3.5 MW and the energy auditing activities for the implementation of load and storage technologies and smart control and management systems
  • The three plants will provide energy to industrial facilities in different sectors (tobacco, automotive and large-scale distribution) at Calcutta, Bangalore and at the Mumbai district

 

TerniEnergia, smart energy company part of the Italeaf Group, announces the signing of a contract for the implementation of three micro-smart grid plants for a consideration of approximately USD 10 million. The agreement was signed today in the framework of the broader agreement with Juice Power, which was announced to the market on December 30, 2016, for the development and construction of renewable energy generation plants and energy management infrastructures, including power plants on-site and off-site and energy storage systems, and to support JuicePower in managing its customer portfolio with smart energy management systems.

The contract, preparatory to the signing of an EPC framework agreement that will cover the successive stages of construction and upgrade of the plants, provides for the implementation of engineering activities related to three photovoltaic plants with a total installed power of 3.5 MW and the energy audit activity for the implementation of charging and storage technologies and smart control and management systems.

The three plants will provide diversified production activities by leading Indian companies (tobacco, automotive and large distribution) at Calcutta, Bangalore and the Mumbai district.

 

 

TERNIENERGIA (TER.MI), established in September 2005, and part of Italeaf Group, is the first Italian smart energy company, committed to bring worldwide integrated and sustainable energy solutions. Organized into four business lines (Technical services, Energy management, Energy efficiency and Cleantech), with about 500 employees and a geographic presence in almost the continents, with operational and sales offices, TerniEnergia develops solutions, innovative products and services based on digital and industrial technologies for the energy sector.

TerniEnergia, also through its subsidiaries, shall pursue the objectives of increasing energy production from renewable sources, energy efficiency and emissions reduction, as laid down by European environmental policy, and participates actively in the distributed power generation revolution and energy smart grids.

TerniEnergia is the ideal partner for large utilities, distributors and grid operators, power producers, public authorities, industrial customers and investors who intends to carry out large projects for the production of renewable energy plants and modern systems with high energy efficiency, solutions for the management and maintenance of the infrastructure and the electrical systems. TerniEnergia, through a complete technological and commercial offer, develops and provides technologies, turn-key services and solutions for energy consumers in the public and private sectors. The company is listed on the STAR segment of the Italian Stock Exchange.

press-release-te_india-2017-05-03

02May 2017
  • Revenues of Euro 29.9 million, -4.59% (Euro 31.3 million as at 03/31/2016)
  • EBITDA amounted to Euro 3,4 million, -15.73% (Euro 4 million as at 03/31/2016), with EBITDA margin at 11.4%
  • EBIT amounted to Euro 1.4 million, -50.71% (Euro 2.8 million as at 03/31/2016)
  • Net profit amounted to Euro 0.2 million, -60% (Euro 0.6 million as at 03/31/2016)
  • NFP of Euro 91.2 million, short-term NFP of Euro 13.5 million (Euro 93.9 million as at 31/12/2016, short-term NFP of 14.8 million)
  • Net equity amounted to Euro 59.7 million, +3.85% (Euro 57.5 million as at 03/31/2016)

 

The Board of Directors of TerniEnergia, smart energy company active in the fields of renewable energy, energy efficiency, waste and energy management, listed on the Star segment of the Italian Stock Exchange and part of Italeaf Group, approved today the interim financial report as at March 31, 2017.

Stefano Neri, Chairman and CEO of TerniEnergia commented as follows:

The data for the first quarter of 2017 give us a change of scenario. There are encouraging signs of trend reversal in business performance over the previous months, considering also that the value of the new photovoltaic worksites in Africa has not yet been reflected in revenues. We also think that conditions will soon be available to strengthen this trend even in the most technologically advanced business sectors, such as energy efficiency and smart grids. Finally, we express great satisfaction for the unanimous pronouncement of the Shareholders’ Meeting regarding the confirmation of the appointment of new directors Piero Manzoni and Giulio Gallazzi. They are two managerial figures of international relevance and proven experience, which will help accelerate the implementation of the targets of TerniEnergia’s strategic plan, Mr Manzoni also with operational responsibilities”.

CONSOLIDATED RESULTS AS AT MARCH 31, 2017

Revenues amounted to Euro 29.9 million, showing the starting of the project phase of the PV EPC worksite in Tunisia, the recovery of energy and gas trading, the presence in the consolidation scope of Softeco Sismat and Selesoft Consulting, acquired since October 31, 2016. The comparison with the first quarter of 2016 (Euro 31.3 million; -4.59%), is a conditioned by an overall decrease of EPC activity following the completion occurred in the second half 2016 of the two giant worksites in South Africa.

EBITDA amounted to Euro 3.4 million, showing a decrease (-15.73%) compared to March 31, 2016 (Euro 4 million), with Ebitda Margin, equal to 11.39%.

Net operating income (EBIT) amounted to Euro 1.4 million (Euro 2.8 million as at March 31, 2016, -50.71%), after depreciation, amortization and write-downs of Euro 2 million (Euro 1.2 million at the same period of 2016).

Net profit, which includes the share of results from the activity of photovoltaic JV, amounted to Euro 0.2 million. Net income as at March 31, 2016 was Euro 0.6 million (-60.06%).

The net financial position amount to Euro 91.2 million (Euro 93.9 million at 12/31/2016). The non-current NFP is Euro 77.7 million, while the net financial position in short term amounted to Euro 13.5 million. The NFP/Net equity ratio equal to 1.52x, improves significantly (1.63x as at 31/12/2016).

The Net Equity amounted to Euro 59.7 million, with an increase of 3.85% (Euro 57.5 million at 12/31/2016. Net equity takes into account the treasury shares held in portfolio, which amounted to No. 1,012,224.

INDUSTRIAL RESULTS AS AT MARCH 31, 2017

The design phase for the 10MW photovoltaic plant for STEG in Tunisia started.

The total number of photovoltaic plants built by TerniEnergia from the beginning of its activity is equal to 274, with an aggregate capacity of 425,27 MWp (13.2 MWp in full ownership and 30 MWp in joint venture for the Power Generation activity). Moreover, are connected to the grid biomass plants for a total of 1.5 MWe and 2 MWt.

The total energy production of the full ownership and joint ventures plants for the power generation business, in the first half was equal to around 13.5 million kWh. The business line Energy management has managed about 19 million Standard cubic meters of gas equivalent to 199,680 MWh. The Energy saving business line has made interventions for 372 lighting points with an expected saving of 2.2 million KWh and 405 TEPs.

In the environmental sector are operating two treatment and recycle plant of end of life tires (ELTs), the GreenAsm biodigestion and composting plant and finally the groundwater remediation plant in Nera Montoro (TR).

SIGNIFICANT EVENTS OCCURRED AFTER THE END OF FINANCIAL PERIOD

Signed an energy efficiency contract for an amount of Euro 4.3 million

On April 5, 2017, TerniEnergia announced the signing of an energy efficiency contract with the TPF formula (third party financing), total worth approximately of Euro 4.3 million on behalf of COPERNICO Srl., a leading company in property management that promotes smartworking and accelerates business growth through a space, content and networking platform. The contract, which includes 12 years of service, regards the efficiency of COPERNICO Garibaldi, located in the former L’Oreal building of about 12,500 square meters in the heart of Turin (ITA). The project will be realized through the TerniEnergia’s formula “Hub” with the partnership of Aura Energy Srl..

BUSINESS OUTLOOK

TerniEnergia, consequently to the acquisition of Softeco Sismat and Selesoft and to the strategic development programs identified by management, will complete the process of transformation in smart energy company active along the entire energy value chain, integrating, at the outcome of the due diligence procedures, the company Energetic, active in the energy management and trading “dual fuel” of gas and power. This agreement will also allow a significant increase in the activity of energy efficiency LOB, with an offer dedicated to the loyalty of the established customers of the company being acquired.

The company is focused in the entering in the field of services and development and industrial production solutions and smart technologies for the transmission and distribution of energy (smart grid), the flexible and timely management of production and energy consumption, energy efficiency, management of renewable energy and cleantech (energy islands). The Group intends to integrate the activities in renewables, energy efficiency and energy management with systems and innovative solutions with high added value, making it possible to introduce new technologies in the industry capable of act as a bridge between the industrial and “physical” business and the digital and “virtual” one.

TerniEnergia’ LOB Technical services is strengthening the activities of scouting and market analysis for the development of new projects and to participate in new international tenders as “EPC contractor” for large utility or primary investors. Among the planned activities, the development of a giant scale plant in Egypt, important orders in Africa (Tunisia and Zambia) and landing in new high-growth markets (India).

The Cleantech LOB of the Company intends to complete a new plant in southern Italy for energy recovery through composting and anaerobic biodigestion. Finally it will completed the new treatment plant of industrial fluid waste in Nera Montoro (TR), which will intercept a substantial demand (58 thousand cubic meters/year) in a market segment experiencing a high technological activity with high growth prospects.

Declaration pursuant to Article 154-bis, paragraph two, of the Consolidated Finance Act

The Officer responsible for the preparation of the corporate accounting documents, Mr Paolo Allegretti, declares, pursuant to paragraph 2, art. 154-bis of the Consolidated Financial Act, that the accounting information that is contained in this press release correspond to the documentary results, the accounting books and records.

 

 

TERNIENERGIA (TER.MI), established in September 2005, and part of Italeaf Group, is the first Italian smart energy company, committed to bring worldwide integrated and sustainable energy solutions. Organized into four business lines (Technical services, Energy management, Energy efficiency and Cleantech), with about 500 employees and a geographic presence in almost the continents, with operational and sales offices, TerniEnergia develops solutions, innovative products and services based on digital and industrial technologies for the energy sector.

TerniEnergia, also through its subsidiaries, shall pursue the objectives of increasing energy production from renewable sources, energy efficiency and emissions reduction, as laid down by European environmental policy, and participates actively in the distributed power generation revolution and energy smart grids.

TerniEnergia is the ideal partner for large utilities, distributors and grid operators, power producers, public authorities, industrial customers and investors who intends to carry out large projects for the production of renewable energy plants and modern systems with high energy efficiency, solutions for the management and maintenance of the infrastructure and the electrical systems. TerniEnergia, through a complete technological and commercial offer, develops and provides technologies, turn-key services and solutions for energy consumers in the public and private sectors. The company is listed on the STAR segment of the Italian Stock Exchange.

 

press-release-te_1q2017-2017-05-02

02May 2017
  • Approved the financial statements as at December 31, 2016
  • Approved the First Section of the Remuneration Report foreseen by art. 123-ter of the TUF
  • Appointment of the firm for the statutory audit: EY SpA
  • Appointment of two directors: Giulio Gallazzi and Piero Manzoni
  • Approved the remuneration and incentive policies for 2017 and 2018
  • Approved the Stock Grant Plan 2017-2019
  • Resolved the free Capital Increase for the Stock Grant Plan

 

The ordinary and extraordinary Shareholders’ Meeting of TerniEnergia S.p.A., met today with Stefano Neri’s chairmanship.

Ordinary session

The Shareholders’ Meeting reviewed and approved the draft financial statements and took note of the presentation of the consolidated financial statements as at December 31, 2016.

CONSOLIDATED RESULTS AS AT DECEMBER 31, 2016

Revenues amounted to Euro 84.2 million. The decrease compared to the previous year (Euro 368.7 million; -77%) is attributable to the significant reduction in energy management business, resulting by the exit from the consolidation scope of Free Energia, pending the acquisition of a target company operating in the same sector (as already indicated in the Group’s strategic guidelines), in order to don’t change substantially the business model. The revenues of the acquired companies Softeco Sismat and Selesoft Consulting entered, however, in the scope of consolidation since 1 November 2016, following the signing of the relevant investment contracts.

EBITDA amounted to Euro 17.3 million (Euro 25.2 million at December 31, 2015, -31.3%). The EBITDA margin amounted to 20.6%.

Net operating income (EBIT) amounted to Euro 8.1 million (Euro 17.1 million as at December 31, 2015), after depreciation, amortization and non-recurring write-downs of Euro 9.2 million (Euro 8.1 million total in 2015). In particular, this result is affected by the negative effects arising from write-downs of investments in Veneto Banca, as well as other operating and financial assets totaling Euro 3.8 million.

Net income, which includes the share of earnings from the activity of JV, amounted to Euro 1.15 million (Euro 2.6 million as at 31/12/2015; -55%), while the profit before tax (EBT) amounted to Euro 2.4 million.

Net financial position (NFP) was Euro 93.9 million (Euro 89.5 million at 30/09/2016), growing for entry into the perimeter of the Group companies and Softeco Selesoft. The current NFP is equal to Euro 78 million, while the short-term NFP amounted to Euro 15.7 million. The ratio NFP/EBITDA was 5.4x (compared to 3,46x of the year 2015).

Net equity amounted to Euro 57.5 million (Euro 54.2 million at 30/09/2016), while the Immobilized capital amounted to Euro 150.7 million, of which Euro 79.4 million related to tangible assets. Net equity takes into account the treasury shares held in portfolio, which amounted to no. 1,012,224.

TERNIENERGIA SPA RESULTS AS AT DECEMBER 31, 2016

Net revenues amounted to Euro 30.7 million (Euro 32.2 million at 31/12/2015). EBITDA amounted to Euro 3.9 million (Euro 11.5 million as at 31/12/2015). The Net result was a loss of Euro 6.7 million (Euro 2.1 million as at 31/12/2015).

REMUNERATION REPORT EX ART. 123-TER D. DECREE 58/98

The Shareholders’ meeting approved the Remuneration Report of Directors and Managing Directors with strategic responsibility provided by art. 123-ter of D. Decree 58/98

APPOINTMENT OF STATUTORY AUDIT

It is recalled that, with the approval of the financial statements as at December 31, 2016, expired the appointment of statutory audit conferred for 2008-2016 to PWC SpA expired. Based on the reasoned proposal of the Board of Statutory Auditors, the Shareholders’ meeting has conferred today the mandate for the statutory audit of the consolidated and separate financial statements as well as of the consolidated half-yearly report of TerniEnergia SpA to the company EY SpA for the years 2017 to 2025.

APPOINTMENT OF TWO BOARD DIRECTORS

The Shareholders’ Meeting has also ratified the nomination for co-optation as Board Directors of ing. Piero Manzoni and Dr. Giulio Gallazzi, replacing Dr. Massimiliano Salvi and rag. Domenico De Marinis, confirming in 9 the number of members of the Board of Directors, as resolved by the Shareholders’ Meeting of April 27, 2016. By ratifying the appointments, the Shareholders’ Meeting conducted an analysis and verification of possible conflicts of interest, including potential, between the office assumed by Manzoni and those held in companies controlled by his own family and has authorized the same in general and preventive, to act as executive director of the Company (ex art. 2390 Cod. Civ).

Mr Manzoni and Mr Gallazzi will remain in office until the expiry of the current Board of Directors and until the date of the meeting called for the approval of the financial statements for the year ended at December 31, 2018. Following the new appointments, the Board of Directors is composed as follows: Stefano Neri (Chairman with executive powers), Fabrizio Venturi (with executive powers), Laura Bizzarri (with executive powers), Piero Manzoni, Giulio Gallazzi, Monica Federici, Paolo Ottone Migliavacca (Independent), Mario Marco Molteni (Independent) and Laura Rossi (Independent). According to the Company’s announcement, ing. Piero Manzoni and Dr. Giulio Gallazzi have no shares in TerniEnergia SpA.

REMUNERATION AND INCENTIVATION POLICIES

The Shareholders’ Meeting approved the Company and Group Policy on Remuneration and Incentives, which provides for the gross amount for the annual remuneration of the Board of Directors of Euro 720,000 plus legal fees and contributions. In addition, it is noted that with regard to the variable remuneration approved by the Shareholders’ Meeting on April 27, 2016, the same variable remuneration is confirmed for executive directors and managers with strategic responsibilities for the years 2017 and 2018, specifying that this will not be due to those who will benefit of the 2017-2019 Stock Grant Plan.

STOCK GRANT PLAN 2017-2019

The Shareholders’ Meeting approved the incentive and loyalty plan (the “Stock Grant Plan 2017-2019” – the “Plan”) based on Company’s actions in favor of top management. The Shareholders’ Meeting resolved to give the Board of Directors all the powers necessary for the actual implementation of the aforementioned Stock Grant Plan 2017-2019. To this end, by way of example and not exhaustive, the Board may, after hearing the Remuneration Committee, with the faculty of subdelegation, (i) implement the Plan by drafting the Rules; (ii) nominally identify the beneficiaries thereof; (iii) determine the number of rights to receive free shares of the Company to be assigned to each beneficiary; (iv) prepare and approve the documentation related to the implementation of the Plan.

In particular, the Plan provides free allocation to the beneficiaries of rights of free allocation up to maximum no. 2,354,478 shares subject to the achievement of predetermined performance targets. The Plan provides for the allocation of the shares to be conditioned (i) to the achievement of specific performance targets; and (ii) the fact that an employee relationship exists between the beneficiary and the Company or one of the subsidiaries on the date of the assignment of the shares. The shares in service of the Plan, in compliance with the applicable law provisions, will earn on a free share capital increase pursuant to Article 2349, paragraph 1 of the Italian Civil Code.

For any further details regarding the Plan, please refer to the Information Document prepared in accordance with Article 84-bis of Consob Regulation no. 11971/99 on Issuers, in pursuance of the provisions of Article 114-bis of Legislative Decree no. 58/98 (TUF).

CONSTITUTION OF A CONSTRAINED PROFITS RESERVE AT THE SERVICE OF STOCK GRANT PLAN

The Shareholders’ Meeting has finally resolved to ensure as of now the establishment of a specific reserve of liable equity to the aforementioned Stock Grant Plan 2017-2019, entitled “Reserve for a capital increase at the service of the 2017-2019 Grant Plan”, for a total of Euro 2,959,862, to be taken from a pre-existing reserve of free assets fed by “indefinite profits”, identified in the “Extraordinary Reserve”.

Extraordinary session

The Shareholders’ Meeting, following resolutions approved by the Ordinary Shareholders’ Meeting, has resolved the amendment to art. 5 of the Bylaws of the Company by inserting in the same the following provision: “The Extraordinary Shareholders’ Meeting may decide to allocate profits to employees of the Company or its subsidiaries through the issue of shares or other financial instruments, pursuant to art. 2349 of Italian Civil Code”.

The Shareholders’ Meeting also resolved to increase the share capital in a free and divisible way, pursuant to the first paragraph of Article 2349 of the Italian Civil Code, for a maximum of Euro 2,959,862 corresponding to, and therefore with the issue of maximum no. 2,354,478 new shares with the same characteristics as those in circulation and regular entitlement at the service of the Stock Grant Plan 2017-2019, through the use of a special reserve of profits to be executed by the date of the term of the Stock Grant Plan, meaning the capital increased on that date of the amount corresponding to the subscriptions collected.

The Shareholders’ Meeting resolved to delegate to the Board of Directors all the necessary faculties concerning the issue, including in several tranches, within the terms and conditions of the Stock Grant Plan 2017-2019, of the new shares serving the Plan as well as to make the related changes to Article 5 of the Bylaws so as to adjust the amount of share capital consequently, by providing for all the fulfillment of the provisions of the current provisional legislation.

Finally, the Shareholders’ Meeting has deliberated to give to the Chairman any appropriate power to implement the aforementioned resolutions by law, including any amendments or additions (which do not alter the substance of the deliberations themselves) that were required for enroll in the Register of Companies and provide for any fulfillment for the necessary purpose.

PUBLISHED 2016 FINANCIAL STATEMENTS FINALLY APPROVED

The minutes will be made available to the public within the terms and in the manner provided by law.

The Financial Statements of TernIEnergia S.p.A. and the Consolidated Financial Statements of the TerniEnergia Group as at December 31, 2016, approved by the Shareholders’ AGM, together with the documentation required by law, are available to the public at the registered office, the website www.ternienergia.com, (Investor Relations/Financial Reporting section) and on the authorised storage mechanism 1Info at www.1info.it.

Based on the information available to the Company, none of the Directors or Statutory Auditors hold TerniEnergia S.p.A. shares, with the exception of Stefano Neri, who holds 125,697 TerniEnergia S.p.A. shares directly and 19,867,103 indirectly, Fabrizio Venturi, who holds directly 74,654 TerniEnergia S.p.A. shares, and Monica Federici who holds directly 16,058 TerniEnergia S.p.A. shares. The documentation relating to the members of the Board of Directors and Board of Statutory Auditors appointed, including the curriculum vitae and the declarations of independence of the independent directors appointed is available in the Investor Relations/Shareholders’ Meetings section on the website www.ternienergia.com.

 

 

TERNIENERGIA (TER.MI), established in September 2005, and part of Italeaf Group, is the first Italian smart energy company, committed to bring worldwide integrated and sustainable energy solutions. Organized into four business lines (Technical services, Energy management, Energy efficiency and Cleantech), with about 500 employees and a geographic presence in almost the continents, with operational and sales offices, TerniEnergia develops solutions, innovative products and services based on digital and industrial technologies for the energy sector.

TerniEnergia, also through its subsidiaries, shall pursue the objectives of increasing energy production from renewable sources, energy efficiency and emissions reduction, as laid down by European environmental policy, and participates actively in the distributed power generation revolution and energy smart grids.

TerniEnergia is the ideal partner for large utilities, distributors and grid operators, power producers, public authorities, industrial customers and investors who intends to carry out large projects for the production of renewable energy plants and modern systems with high energy efficiency, solutions for the management and maintenance of the infrastructure and the electrical systems. TerniEnergia, through a complete technological and commercial offer, develops and provides technologies, turn-key services and solutions for energy consumers in the public and private sectors. The company is listed on the STAR segment of the Italian Stock Exchange.

 

press-release-te_agsm-2017-05-02

05Apr 2017
  • Provided the energy efficiency project of COPERNICO Torino Garibaldi the building former L’Oreal in Turin of 12,500 square meters on behalf of the property management leader Copernico, in partnership with the ESCo Aura Energy Srl
  • The project, promoted by the TerniEnergia’s HUB platform, includes the installation of proprietary technologies and a duration of 12 years of service

 

TerniEnergia announces the signing of an energy efficiency contract with the TPF formula (third party financing), total worth approximately of Euro 4.3 million on behalf of COPERNICO Srl., a leading company in property management that promotes smartworking and accelerates business growth through a space, content and networking platform.

The contract, which includes 12 years of service, regards the efficiency of COPERNICO Garibaldi, located in the former L’Oreal building of about 12,500 square meters in the heart of Turin (ITA). The project will be realized through the TerniEnergia’s formula “Hub” with the partnership of Aura Energy Srl. Among the activities foreseen in the contract, the remaking and isolation of the roof, the replacement of windows, the installation of an air conditioning system, the implementation of a new LED lighting system, the realization of an access control system, the installation and management of a Building management Software (BMS) for the integrated management of all services. For interventions of lighting and the BMS will be used products and proprietary technologies of TerniEnergia Group (respectively, lighting by Greenled Industry and software by Softeco Sismat).

TerniEnergia is the first smart energy company active in the areas of renewable energy, digital energy, energy efficiency, waste and energy management, listed on the Star segment of the Italian Stock Exchange and part of the Italeaf Group.

 

TERNIENERGIA (TER.MI), established in September 2005, and part of Italeaf Group, is the first Italian smart energy company, committed to bring worldwide integrated and sustainable energy solutions. Organized into four business lines (Technical services, Energy management, Energy efficiency and Cleantech), with about 500 employees and a geographic presence in almost the continents, with operational and sales offices, TerniEnergia develops solutions, innovative products and services based on digital and industrial technologies for the energy sector.

TerniEnergia, also through its subsidiaries, shall pursue the objectives of increasing energy production from renewable sources, energy efficiency and emissions reduction, as laid down by European environmental policy, and participates actively in the distributed power generation revolution and energy smart grids.

TerniEnergia is the ideal partner for large utilities, distributors and grid operators, power producers, public authorities, industrial customers and investors who intends to carry out large projects for the production of renewable energy plants and modern systems with high energy efficiency, solutions for the management and maintenance of the infrastructure and the electrical systems. TerniEnergia, through a complete technological and commercial offer, develops and provides technologies, turn-key services and solutions for energy consumers in the public and private sectors. The company is listed on the STAR segment of the Italian Stock Exchange.

press-release_te-cos_cop-2017-04-05

31Mar 2017
  • From this backlog estimated revenues of up to Euro 1.5 million for and the delivery of up to 15,000 tons/year in the recycle plants of Nera Montoro (TR) and Borgo Val di Taro (PR)

TerniEnergia announces that Ecopneus SCPA, the non-profit consortium organization for the tracking, collection, treatment and recovery of end of life tires (ELT), formed by the leading tire manufacturers operating in Italy for “granulation/shredding activities of ELT in Italy”, has extended until December 2018 the agreement for the delivery of ELT (160,103 CERs) to the Group’s plants in Italy, pending the discussion around two announced ministerial decrees of italian Ministero dell’Ambiente.

According to the contract extension, TerniEnergia can treat, in the two advanced centers of ELT recovery of Nera Montoro (TR) and Borgo Val di Taro, up to 15,000 tons of ELT delivered only by Ecopneus for an annual delivery tariff of around Euro 1.5 million.

TerniEnergia is the first smart energy company active in the areas of renewable energy, digital energy, energy efficiency, waste and energy management, listed on the Star segment of the Italian Stock Exchange and part of the Italeaf Group.

 

TERNIENERGIA (TER.MI), established in September 2005, and part of Italeaf Group, is the first Italian smart energy company, committed to bring worldwide integrated and sustainable energy solutions. Organized into four business lines (Technical services, Energy management, Energy efficiency and Cleantech), with about 500 employees and a geographic presence in almost the continents, with operational and sales offices, TerniEnergia develops solutions, innovative products and services based on digital and industrial technologies for the energy sector.

TerniEnergia, also through its subsidiaries, shall pursue the objectives of increasing energy production from renewable sources, energy efficiency and emissions reduction, as laid down by European environmental policy, and participates actively in the distributed power generation revolution and energy smart grids.

TerniEnergia is the ideal partner for large utilities, distributors and grid operators, power producers, public authorities, industrial customers and investors who intends to carry out large projects for the production of renewable energy plants and modern systems with high energy efficiency, solutions for the management and maintenance of the infrastructure and the electrical systems. TerniEnergia, through a complete technological and commercial offer, develops and provides technologies, turn-key services and solutions for energy consumers in the public and private sectors. The company is listed on the STAR segment of the Italian Stock Exchange.

press-release_te-cos_elt-2017-03-31

24Mar 2017
Nera Montoro

The Board of Directors of TerniEnergia, which met today, has resolved, with the approval of the Committee for the Compensation, an incentive plan (the “Stock Grant Plan 2017-2019” – the “Plan”) based on shares of the Company in favor of senior management. The Plan provides for the free allocation of ordinary shares subject to the achievement of certain performance targets linked to the value of the Company and to the share price.

The plan, which will be submitted for approval to the Shareholders’ Meeting, intends (i) to link the remuneration of the persons identified as beneficiaries of the Plan to the actual performance of the Company and the creation of new value for TerniEnergia, as wished for in the Corporate Governance Code for Listed Companies; (ii) orienting key corporate resources toward the creation of value and strategies for pursuing the medium to long-term results; (iii) aligning the interests of the beneficiaries of the Plan with those of shareholders and investors; (iv) introducing retention policies to retain the Plan beneficiaries and encourage their stay in the Company or in TerniEnergia Group; (v) motivate and retain the current management of the Company and develop the Company’s ability to attract potential new managers, in line with its industrial market practices.

The shares at the sservice of the Plan will derive by an appropriate share capital increase, pursuant to article 2349, paragraph 1, of the Civil Code, to be approved by the Shareholders’ Meeting.

The Board of Directors has resolved to submit the approval of the said divisible capital increase of maximum Euro 2,959,862, corresponding to a maximum n. 2,354,478 ordinary shares of the company, through the use of a special reserve of profits bound to service of the Plan, to be drawn from a pre-existing free equity reserve powered by undivided profits.

In addition to the above proposals will be submitted for approval to amend the art. 5 of the Bylaws to the extraordinary Shareholders’ Meeting.

The Board has determined to grant to the Chairman and CEO, Stefano Neri, the mandate to convene the Ordinary and Extraordinary Shareholders’ Meeting of TerniEnergia S.p.A. to deliberate on the floor of the Stock Grant Plan 2017-2019, the capital increase and the Bylaws changes.

For more information, please see the information document pursuant to art. 84-bis of the Issuer Regulations and reports on the agenda of the ordinary and extraordinary Shareholders’ Meeting that will be made available to shareholders in the manner and within the time prescribed by law.

The Board of Directors has finally examined and approved the Remuneration Report to be published and made available on the Company’s website (www.ternienergia.com), establishing the remuneration of the Executive Directors and the guidelines for the remuneration of executives key management, according to best-practice tips.

 

TERNIENERGIA (TER.MI), established in September 2005, and part of Italeaf Group, is the first Italian smart energy company, committed to bring worldwide integrated and sustainable energy solutions. Organized into four business lines (Technical services, Energy management, Energy efficiency and Cleantech), with about 500 employees and a geographic presence in almost the continents, with operational and sales offices, TerniEnergia develops solutions, innovative products and services based on digital and industrial technologies for the energy sector.

TerniEnergia, also through its subsidiaries, shall pursue the objectives of increasing energy production from renewable sources, energy efficiency and emissions reduction, as laid down by European environmental policy, and participates actively in the distributed power generation revolution and energy smart grids.

TerniEnergia is the ideal partner for large utilities, distributors and grid operators, power producers, public authorities, industrial customers and investors who intends to carry out large projects for the production of renewable energy plants and modern systems with high energy efficiency, solutions for the management and maintenance of the infrastructure and the electrical systems. TerniEnergia, through a complete technological and commercial offer, develops and provides technologies, turn-key services and solutions for energy consumers in the public and private sectors. The company is listed on the STAR segment of the Italian Stock Exchange.

press-release_te-cos_sg-2017-03-24en