TerniEnergia

News from TerniEnergia

22May 2018
  • The Group’s digital company in a cluster of companies that has obtained a grant of Euro 1 million from the Liguria Region
  • Expected the development of innovative solutions for the energy and environmental management of heterogeneous urban districts, to increase flexibility and autonomy aimed at reducing energy consumption and their environmental impact

 

TerniEnergia, smart company listed on MTA of Borsa Italiana and part of the Italeaf Group, announces that Softeco Sismat, the digital company of the Group, participates in the “PICK-UP” project (IoT Sensor Integration Platform for the Control of Energy KPIs in the Urban Area and the Planning of Energy Efficiency Interventions and Integration with Microgrid), funded under the call for proposals POR FESR 2014-2020 Axis 1 “Research and Innovation” – Action 1.2.4 – Scope “Safety and Quality of Life” – as per the ranking published by FILSE (www.filse.it), the Ligurian Financial Company for Economic Development, a technical entity that supports and assists the Liguria Regional Authority and other Ligurian local authorities in the planning, definition and implementation of policies and measures to support the Ligurian economic system.

The two-year project, leaad by Gruppo SIGLA srl, will receive a total grant of over Euro 1 million and involves, in addition to Softeco Sismat, Impara S.r.l., MAPS S.p.A., ABB S.p.a., Flairbit S.r.l. and Stam. The financing confirms the constant commitment of the company in the development of innovative solutions in the Energy & Environment field (http://www.research.softeco.it/energy.aspx) and in the continuous technological transfer in solutions for its customers (http://www.softeco.it/linee-business/energy-utilities/).

The PICK-UP project envisages the creation of an innovative tool for the energy and environmental assessment of heterogeneous urban districts, aimed at reducing energy consumption and their environmental impact. The main areas of innovation considered are:

  • the definition of new models for interpreting energy data;
  • the development of predictive control methods for greater energy efficiency and integration with microgrids;
  • the identification and testing of models for the aggregation and integration of distributed generation sources to increase flexibility with respect to the national energy system (Demand Response).

 

 

TERNIENERGIA (TER. MI), established in September 2005 and part of the Italeaf Group, is the first Italian global technological enabler, committed to bringing energy solutions and efficient recovery of integrated and sustainable resources to the world. Organized into two strategic business lines (Assets and Smart solutions and services), with about 400 employees and a geographical presence worldwide, with operative and commercial offices, TerniEnergia develops innovative solutions, products and services based on digital and industrial technologies for the energy supply chain, grids, smart mobility, industrial automation and the recovery of marginal resources.

TerniEnergia, also through its subsidiaries (Softeco Sismat, Selesoft Consulting, Greenled Industry, GreenAsm, GreenAsm, Purify, Wisave, Ant Energy), pursues the objectives of increasing energy production from renewable sources, saving energy and reducing emissions and actively participates in the energy revolution of distributed power generation and smart grids, with innovative digital solutions.

TerniEnergia is the ideal partner for large utilities, distribution operators and network operators, energy producers, public administrations, industrial customers and investors who intend to realize large projects for the production of renewable energy, modern systems and plants with high energy efficiency, solutions for the management and maintenance of infrastructure and electrical installations.

TerniEnergia has completed its transformation from a leader in the international photovoltaic market  into a smart energy company and technological enabler for the sustainable use of resources through a complete commercial offer of solutions, the development and supply of digital technologies and the creation of “intelligent” services and solutions aimed at public and private customers in emerging sectors.

TerniEnergia is listed on the MTA of Borsa Italiana.

Press-release_TEPICKUP-22-05-2018

17May 2018
  • The Group’s digital company at the head of a cluster of companies that has obtained financing from the Liguria Region of Euro 0.9 million
  • Experimentation of innovative solutions, applications and services in the Genoa metropolitan area is expected

 

TerniEnergia, smart company listed on MTA of Borsa Italiana and part of the Italeaf Group, announces that Softeco Sismat, the digital company of the Group, will lead the project “GoSmart – Genoa Smart Mobility 2.0”, for sustainable and intelligent mobility, funded under the call for proposals POR FESR 2014-2020 Axis 1 “Research and Innovation” – Action 1.2.4 – Scope “Safety and Quality of Life” – as per the ranking published by FILSE (www.filse.it), the Ligurian Financial Company for Economic Development, a technical entity that supports and assists the Liguria Regional Authority and other Ligurian local authorities in the planning, definition and implementation of policies and measures to support the Ligurian economic system.

The project, which will last two years, will receive a total funding of over 0.9 million Euros, involves a cluster of companies as T Bridge S.p.A., TeMA S.r.l., Artys S.r.l. and Aitek S.p.A. and continues the long positive series of projects in the field of sustainable and intelligent mobility (https://www.ternienergia.com/en/innovation/smart-mobility/) thanks to which the TerniEnergia Group, through the R&D of Softeco Sismat, presents itself as an international solution provider (http://www.softeco.it/linee-business/trasporti-e-infrastrutture).

The GoSmart project involves the study, design and validation in the Genoa metropolitan area of the prototype of a multi-service ICT platform, cloud-based, modular and scalable, aimed at the governance of processes and the security of urban mobility and effective management of cooperative mobility services, characterized by the increasing interconnection and exchange of information between systems, vehicles, devices and intelligent objects (IOTs), data sources and people. The general theme of the research activities is the development of technologies and methodologies for the deployment and management of architectures, applications and services in support of traffic and multi-/co-modal mobility (Multimodal Traffic & Travel Information Services).

The applications provided are related to technologies for the multi-channel dissemination of information through systems and devices that can be used by the user during the journey (e.g. on-trip services on smartphones, personal navigation devices – PNDs and location-based interaction with the surrounding environment – Wireless Sensor Networks).

The general theme of the research activities is the development of technologies and methodologies for the deployment and management of architectures, applications and services in support of traffic and multi-/co-modal mobility (Multimodal Traffic & Travel Information Services).

 

TERNIENERGIA (TER. MI), established in September 2005 and part of the Italeaf Group, is the first Italian global technological enabler, committed to bringing energy solutions and efficient recovery of integrated and sustainable resources to the world. Organized into two strategic business lines (Assets and Smart solutions and services), with about 400 employees and a geographical presence worldwide, with operative and commercial offices, TerniEnergia develops innovative solutions, products and services based on digital and industrial technologies for the energy supply chain, grids, smart mobility, industrial automation and the recovery of marginal resources.

TerniEnergia, also through its subsidiaries (Softeco Sismat, Selesoft Consulting, Greenled Industry, GreenAsm, GreenAsm, Purify, Wisave, Ant Energy), pursues the objectives of increasing energy production from renewable sources, saving energy and reducing emissions and actively participates in the energy revolution of distributed power generation and smart grids, with innovative digital solutions.

TerniEnergia is the ideal partner for large utilities, distribution operators and network operators, energy producers, public administrations, industrial customers and investors who intend to realize large projects for the production of renewable energy, modern systems and plants with high energy efficiency, solutions for the management and maintenance of infrastructure and electrical installations.

TerniEnergia has completed its transformation from a leader in the international photovoltaic market  into a smart energy company and technological enabler for the sustainable use of resources through a complete commercial offer of solutions, the development and supply of digital technologies and the creation of “intelligent” services and solutions aimed at public and private customers in emerging sectors.

TerniEnergia is listed on the MTA of Borsa Italiana.

Press-release_TESofmob-17-05-2018

15May 2018
  • Signed the contract for the supply of the management and control system for flexible transport managed by SVT Società Vicentina Trasporti
  • The agreement for a total value of approximately Euro 280 thousand provides for the implementation of an innovative integrated platform for planning rides at the request of users.

 

TerniEnergia, smart company listed on MTA of Borsa Italiana and part of the Italeaf Group, announces that Softeco Sismat, the digital company of the Group, has signed a contract for the supply of the flexible transport management and control system to SVT Società Vicentina Trasporti.

The award of the contract for an amount of approximately Euro 280 thousand confirms the undisputed leadership of Softeco Sismat in the market segment of smart mobility.

The company part of the TerniEnergia Group will provide its customer with an innovative service, characterized by the fully automated management of ride planning based on user requests, without the need for intervention by the operators of the control centre.

The platform, developed by the Group’s smart mobility line of business team, makes available a new system for the automatic processing of requests that can be submitted by customers via APP for smartphones, web portal, SMS and via “light” interactive kiosks located at the main stops. As with traditional DRT services, a call centre will also be available for telephone bookings.

The service will be activated in five different areas of the town of Vicenza and will provide the basis for any subsequent expansion and implementation of new features.

 

TERNIENERGIA (TER. MI), established in September 2005 and part of the Italeaf Group, is the first Italian global technological enabler, committed to bringing energy solutions and efficient recovery of integrated and sustainable resources to the world. Organized into two strategic business lines (Assets and Smart solutions and services), with about 400 employees and a geographical presence worldwide, with operative and commercial offices, TerniEnergia develops innovative solutions, products and services based on digital and industrial technologies for the energy supply chain, grids, smart mobility, industrial automation and the recovery of marginal resources.

TerniEnergia, also through its subsidiaries (Softeco Sismat, Selesoft Consulting, Greenled Industry, GreenAsm, GreenAsm, Purify, Wisave, Ant Energy), pursues the objectives of increasing energy production from renewable sources, saving energy and reducing emissions and actively participates in the energy revolution of distributed power generation and smart grids, with innovative digital solutions.

TerniEnergia is the ideal partner for large utilities, distribution operators and network operators, energy producers, public administrations, industrial customers and investors who intend to realize large projects for the production of renewable energy, modern systems and plants with high energy efficiency, solutions for the management and maintenance of infrastructure and electrical installations.

TerniEnergia has completed its transformation from a leader in the international photovoltaic market  into a smart energy company and technological enabler for the sustainable use of resources through a complete commercial offer of solutions, the development and supply of digital technologies and the creation of “intelligent” services and solutions aimed at public and private customers in emerging sectors.

TerniEnergia is listed on the MTA of Borsa Italiana.

  • Signed the contract for the supply of the management and control system for flexible transport managed by SVT Società Vicentina Trasporti
  • The agreement for a total value of approximately Euro 280 thousand provides for the implementation of an innovative integrated platform for planning rides at the request of users.

 

TerniEnergia, smart company listed on MTA of Borsa Italiana and part of the Italeaf Group, announces that Softeco Sismat, the digital company of the Group, has signed a contract for the supply of the flexible transport management and control system to SVT Società Vicentina Trasporti.

The award of the contract for an amount of approximately Euro 280 thousand confirms the undisputed leadership of Softeco Sismat in the market segment of smart mobility.

The company part of the TerniEnergia Group will provide its customer with an innovative service, characterized by the fully automated management of ride planning based on user requests, without the need for intervention by the operators of the control centre.

The platform, developed by the Group’s smart mobility line of business team, makes available a new system for the automatic processing of requests that can be submitted by customers via APP for smartphones, web portal, SMS and via “light” interactive kiosks located at the main stops. As with traditional DRT services, a call centre will also be available for telephone bookings.

The service will be activated in five different areas of the town of Vicenza and will provide the basis for any subsequent expansion and implementation of new features.

 

TERNIENERGIA (TER. MI), established in September 2005 and part of the Italeaf Group, is the first Italian global technological enabler, committed to bringing energy solutions and efficient recovery of integrated and sustainable resources to the world. Organized into two strategic business lines (Assets and Smart solutions and services), with about 400 employees and a geographical presence worldwide, with operative and commercial offices, TerniEnergia develops innovative solutions, products and services based on digital and industrial technologies for the energy supply chain, grids, smart mobility, industrial automation and the recovery of marginal resources.

TerniEnergia, also through its subsidiaries (Softeco Sismat, Selesoft Consulting, Greenled Industry, GreenAsm, GreenAsm, Purify, Wisave, Ant Energy), pursues the objectives of increasing energy production from renewable sources, saving energy and reducing emissions and actively participates in the energy revolution of distributed power generation and smart grids, with innovative digital solutions.

TerniEnergia is the ideal partner for large utilities, distribution operators and network operators, energy producers, public administrations, industrial customers and investors who intend to realize large projects for the production of renewable energy, modern systems and plants with high energy efficiency, solutions for the management and maintenance of infrastructure and electrical installations.

TerniEnergia has completed its transformation from a leader in the international photovoltaic market  into a smart energy company and technological enabler for the sustainable use of resources through a complete commercial offer of solutions, the development and supply of digital technologies and the creation of “intelligent” services and solutions aimed at public and private customers in emerging sectors.

TerniEnergia is listed on the MTA of Borsa Italiana.

Press-release_TEmob-15-05-2018

14May 2018
  • Revenues equal to Euro 8.5 million, -71.7% (Euro 29.9 million as at 31/3/2017)
  • EBITDA of Euro 1.5 million, -55.3% (Euro 3.4 million as at 31/3/2017) with Ebitda Margin at 18% (11.4% as at 31/3/2017)
  • EBIT of Euro -0.9 million (Euro 1.4 million as at 31 March 2017), Result before taxes (EBT) of Euro -3.1 million (Euro 0.1 million as at 31 March 2017)
  • Net result equal to Euro -2.4 million (Euro 0.2 million as at 31 March 2017)
  • Net Financial Position equal to Euro 97 million (Euro 89.8 million as at 31/12/2017)
  • Net equity equal to Euro 19.7 million (Euro 21 million as at 31/12/2017)
  • The Board of Directors resolves to propose to the Shareholders’ Meeting the reduction of the share capital to cover losses, the revocation of the “2017-2019 Stock Grant Plan”, the reduction of the maximum compensation for the Board of Directors and the appointment of a new independent director.

 

 

The Board of Directors of TerniEnergia S.p.A., smart company listed on MTA of Borsa Italiana and part of the Italeaf Group, which met today, approved the interim financial report as at 31 March 2018. Further to what was communicated on April 27, 2018, TerniEnergia informs that Borsa Italiana has provided that, as of today, the shares of the Company will be transferred to the MTA following the voluntary request of TerniEnergia to exit from the MTA-STAR segment. For this reason, TerniEnergia will continue to provide periodic financial information in addition to the annual and half-yearly financial report, as required by Article 154-ter, paragraphs 1 and 2, of the TUF, in summary form although in compliance with Article. 82-ter of the Issuers’ Regulation.

 

CONSOLIDATED RESULTS AS OF MARCH 31, 2018

Revenues totaled 8.5 million euros. The decrease compared to the first quarter of 2017 (Euro 29.9 million; -71.7%) is mainly attributable to the presence in the previous quarter of approximately Euro 19.9 million in turnover related to the “Energy Management” activity (purchase and sale of natural gas). This activity was suspended as from the end of the first half of 2017, as explained in more detail in the 2017 Annual Financial Report. Revenues as at March 31, 2018 were mainly attributable to the activities of the companies Softeco Sismat Srl and Selesoft Consulting Srl, which contributed for approximately Euro 4.5 million to Group revenues, and to the activities of the “Asset SBU” (i.e. the Group’s photovoltaic and environmental plant business) for approximately Euro 2.3 million (in line with the first quarter of the previous year). The remaining part of the turnover mainly refers to O&M activities (management and maintenance) carried out on photovoltaic plants in Italy and South Africa.

EBITDA amounted to Euro 1.5 million (Euro 3.4 million as at 31 March 2017, -55.3%). Ebitda Margin was 18%, an increase compared to the same period of 2017 (11.4%). The results as at 31 March 2018 show the growing contribution made by the IT sector activities (of the companies Softeco and Selesoft) and by the first important measures to reduce operating costs, in particular service costs and payroll costs. This trend is expected to have a greater impact in the coming months.

The Net Operating Result (EBIT) amounted to Euro -0.9 million (Euro 1.4 million as of 31 March 2017), after amortisation/depreciation, provisions and write-downs of Euro 2.5 million (Euro 2 million in total as of 31 March 2017). This figure, in particular, was mainly influenced by the line-by-line consolidation of Energia Alternativa and Solter from 12 March 2018.

The Net result amounted to Euro -2.4 million (Euro 0.2 million as of 31 March 2017), while the result before taxes (EBT) amounted to Euro -3.1 million.

The Net Financial Position amounted to Euro 97 million (Euro 89.8 million at 31/12/2017, +8%). This change is mainly due to the decrease in the item “Financial payables/(receivables)”, which went from Euro 9.2 million as at December 31st , 2017 to Euro 1.4 million as at March 31st , 2018. The change is due to the inclusion in the 2017 balance of financial receivables due from the Parent Company to Energia Alternativa and Solter, totalling Euro 7.8 million. These companies were held in Joint Ventures (50% owned) at 31/12/2017 and therefore consolidated using the equity method, while in the situation at 31 March 2018 they were fully consolidated, following the purchase of the remaining 50% of the shares. The change in the consolidation method resulted in the elimination of all intercompany receivables, including the financial receivables in question. Net of this effect, due to the change in the consolidation method of the companies Energia Alternativa and Solter, the Group’s net financial debt as of 31 March 2018 was substantially unchanged compared to 31 December 2017.

Net equity amounted to  Euro 19.7 million (Euro 21 million as at 31/12/2017), a reduction of 6.25%. Shareholders’ equity also takes into account treasury shares held in portfolio, which amount to 1,012,224.

 

SIGNIFICANT EVENTS SUBSEQUENT TO THE END OF THE PERIOD

Issuance of the Independent Auditors’ Report

On April 30, 2018, TerniEnergia communicated, pursuant to art. 154-ter of the Legislative Decree. February 24, 1998 No. 58, which were published the Annual Consolidated Financial Report at December 31, 2017 and the Separate Financial Statements at December 31, 2017 of TerniEnergia SpA, accompanied by reports of the Independent Auditors EY SpA. The reports of the independent auditors EY conclude that it is impossible to express an opinion on the financial statements as at 31 December 2017. Please refer to the full text of these reports, which are available on the Company’s website www.ternienergia.com in the Investor Relations/Balance Sheets section.

 

Request for exit from the MTA-STAR segment and transition to the MTA

On April 27, 2018, the Board of Directors of TerniEnergia S.p.A. resolved to implement, in the best interest of the Company, all the necessary and appropriate requirements to request the transition from the MTA-STAR segment to the MTA. The Company has considered that, at this time of reorganisation and implementation of the recovery and relaunch plan, its position in the STAR segment is not ideal, since it is a priority to focus all the company’s attention and resources on the implementation of the recovery and relaunch plan itself. The company confirms, however, that it does not want to break with those practices now consolidated within the company which, although no longer becoming obligations following exit from the Star, meet the requirements of transparency and guarantee for all investors, such as the adequate presence of non-executive and independent directors on the Board of Directors and the constant and timely updating of the company website to enable all investors to be constantly informed about the performance of the company, and undertakes, therefore, to maintain the procedures of Corporate Governance and best practices adopted to date. The Company also reserves the right, once the current reorganization phase has been completed and the industrial development process has resumed, to assess the possibility of requesting Borsa Italiana again for inclusion in the STAR segment.

 

BUSINESS CONTINUITY AND BUSINESS OUTLOOK

Recovery and relaunch plan

During the coming months, the Group will be committed to implementing the recovery and relaunch plan, aimed at pursuing, in the medium term, the transformation of the Company into a smart company and the overcoming of the current situation of financial tension of the Group. The Plan is based on three pillars: divestments, rationalisation and strategic repositioning with a focus on the issues of the internet of energy, smart mobility and IT consulting.

  • Divestments. The Plan provides for the disposal of the photovoltaic and Clean Tech activities currently present in the Group. In particular, the sale of a controlling stake in the EPC and O&M business units (for the construction and maintenance of photovoltaic plants), the sale of photovoltaic power generation plants (held directly and indirectly through SPV), the sale of treatment and recovery plants for ELTs (end-of-life tyres), the remediation plants of liquid waste in Nera Montoro, the biodigester in Nera Montoro, the one under construction in Calimera and the virgin wood pyrogasification plant in Borgosesia.
  • Streamlining. The Plan provides for a reorganisation of the Group, which will be structured through the sale of the companies linked to the assets mentioned in the first point (divestments) and a rationalisation of the Group’s structural costs as a result of the synergies deriving from the mergers and the disposal policy.
  • Strategic repositioning. The plan provides for a decisive enhancement of the Group’s technological strengths, through the development and strengthening of the consulting, industry, smart mobility and digital energy business lines with high technological content, mainly based on the activities currently carried out by Softeco. The Company’s turnaround is based on the transformation of the energy sector towards models of distributed power generation, which involves an increasing weight in the smart components in the energy generation, transmission and distribution grids.

With regard to the three pillars of the Plan, the Company highlights the progress made to date in the implementation of the planned actions:

  • Divestments:
  1. with reference to the sale of 10 photovoltaic plants for a total of 11 MW to Sonnedix San Giorgio Srl, the preparatory activities for the closing are proceeding rapidly, with the final date set for October 31, 2018;
  2. in relation to the PV plants still owned by TerniEnergia, the Company received numerous expressions of interest from potential buyers and the relevant confidentiality agreements (NDAs) were signed;
  • in relation to the sale of Newcoenergy Srl, owner of the authorisations and properties of the biodigester of Calimera (LE) under construction, the Company received various expressions of interest for which the relative NDAs have been signed;
  1. with regard to the objective of selling the EPC and O&M business units to an industrial player already active in the sector, in order to transform fixed costs into variable costs, while safeguarding employment levels, the Company informs that an NDA has been signed with a leding international industrial player and that the due diligence phase is underway;
  2. the revision of the service contracts has been started, which will be defined on the basis of the forecasts of the Recovery and relaunch plan and which will involve, and in part is already involving, a significant reduction in costs for TerniEnergia.
  • Streamlining:
  1. The procedures for the merger by incorporation of Selesoft Consulting and Consorzio Proteco, respectively, into Softeco were completed, with the aim of simplifying the Group’s organization and making it more efficient;
  2. Following these merger procedures by incorporation, TerniEnergia holds 100% of Softeco’s shares.
  • Strategic repositioning:
  1. Activities are underway to strengthen the commercial structure in support of the sectors with the highest technological content, in order to reinforce the Group positioning with customers and partners of high standing;
  2. the presence in Italy was strengthened to enhance the proposition of products, solutions and services for the consulting, industry, smart mobility and digital energy sectors with the strengthening of the Catania office and the opening of new offices in Rome and Terni;
  • staff selections are underway for the implementation of the technical-operational structure to respond to the growing need for high professionalism. To this end, agreements and conventions have been signed with Universities and Research Centers.

For the preparation of the above mentioned Plan, TerniEnergia is assisted by KPMG Advisory SpA as financial advisor.

The Plan provides for the start of meetings with banks, bondholders and creditors in general to define a shared solution aimed at overcoming the current financial crisis.

It should be noted that the guidelines presented on 28 September 2017 have been superseded by the contents of the Recovery and relaunch plan launched, on the development of which the Company will provide timely information.

 

Other resolutions of the Board of Directors

The Board of Directors resolved to propose to the Shareholders’ Meeting, called in extraordinary and ordinary session, at the company’s registered office on 14 June 2018, the adoption of the appropriate measures referred to in art. 2446 of the Italian Civil Code and, in this context, to proceed with the reduction of the share capital in proportion to the ascertained losses. For further details, please refer to the Report of the Board of Directors, drawn up pursuant to 74 of the Issuers’ Regulations no. 11971/99, which will be published according to the terms of current legislation.

Furthermore, the Board of Directors, with the opinion of the Remuneration Committee and after consulting the Board of Statutory Auditors, resolved to propose to the Shareholders’ Meeting – in the light of the current financial position of the Company and the measures pursuant to art. 2446 of the Italian Civil Code – the following proposals were made which are on the agenda of the shareholders’ meeting called for 14 June 2018 – to revoke the 2017-2019 Stock Grant Plan, approved on 2 May 2017 by the same shareholders’ meeting, and to release the profit reserve serving the said Plan and named “restricted capital increase reserve serving the 2017-2019 Stock Grant Plan” for the corresponding amount to be allocated to the available equity reserve.

The Board of Directors, after consulting the Remuneration Committee and consulting the Board of Statutory Auditors, resolved to propose to the Shareholders’ Meeting a reduction in the maximum total remuneration payable to the Board of Directors from Euro 720,000 to Euro 330,000, with the exclusion, for 2018, of the variable part of the remuneration for executive Directors.

Finally, the Board of Directors resolved to propose on the agenda of the next Shareholders’ Meeting the appointment of the ninth Board Member, with independence requirements, who will remain in office until the expiry of the entire Board of Directors, i.e. with the approval of the financial statements for the year ending on 31 December 2018.

 

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 Filippo Calisti, 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 the Italeaf Group, is the first Italian global technological enabler, committed to bringing energy solutions and efficient recovery of integrated and sustainable resources to the world. Organized into two strategic business lines (Assets and Smart solutions and services), with about 400 employees and a geographical presence worldwide, with operative and commercial offices, TerniEnergia develops innovative solutions, products and services based on digital and industrial technologies for the energy supply chain, grids, smart mobility, industrial automation and the recovery of marginal resources.

TerniEnergia, also through its subsidiaries (Softeco Sismat, Selesoft Consulting, Greenled Industry, GreenAsm, GreenAsm, Purify, Wisave, Ant Energy), pursues the objectives of increasing energy production from renewable sources, saving energy and reducing emissions and actively participates in the energy revolution of distributed power generation and smart grids, with innovative digital solutions.

TerniEnergia is the ideal partner for large utilities, distribution operators and network operators, energy producers, public administrations, industrial customers and investors who intend to realize large projects for the production of renewable energy, modern systems and plants with high energy efficiency, solutions for the management and maintenance of infrastructure and electrical installations.

TerniEnergia has completed its transformation from a leader in the international photovoltaic market  into a smart energy company and technological enabler for the sustainable use of resources through a complete commercial offer of solutions, the development and supply of digital technologies and the creation of “intelligent” services and solutions aimed at public and private customers in emerging sectors.

TerniEnergia is listed on the MTA of Borsa Italiana.

Press-release_TE1Q18-14-05-2018

27Apr 2018

Strong impact on the results of exceptional and non-recurrent writedowns aimed at supporting the project for the turnaround of the Company and the disposal of photovoltaic and environmental assets, as provided for in the Recovery and Relaunch Plan

  • Revenues of Euro 64 million, -24 % (Euro 84.1 million as at 31/12/2016)
  • EBITDA amounted to Euro 2.2 million, -87.1% (Euro 17.3 million as at 31/12/2016) with EBITDA margin of 3.5% (20.6% as at 31/12/2016)
  • EBIT of Euro -33.5 million, (Euro 8.1 million as at 31/12/2016), EBT of Euro -42.3 million (Euro 2.4 million as at 31/12/2016)
  • Net result amounted to -39.6 million, (Euro 1.15 million as at 31/12/2016)
  • Net Financial Position of Euro 89.8 million (Euro 93.9 million as at 31/12/2016)
  • Net equity amounted to Euro 21 million (Euro 57.5 million as at 31/12/2016)
  • The Board of Directors resolves to request the exit from the Star segment and the transition to the MTA in order to concentrate the management’s efforts on the Recovery and relaunch plan.
  • Update of calendar of corporate events: convening of the Shareholders’ Meeting on 14 June 2018

 

The Board of Directors of TerniEnergia S.p.A., smart company listed on STAR segment of Borsa Italiana and part of the Italeaf Group, which met today, approved the draft financial statements for the year ended as at December 31, 2017 and the consolidated financial statements of the Group.

 

CONSOLIDATED RESULTS AS AT DECEMBER 31, 2017

Revenues amounted to Euro 64 million. The decrease compared to the previous year (Euro 84.1 million; -24%) is mainly attributable to the decline in EPC activity, which was interrupted starting from the second half of the year.

EBITDA amounted to Euro 2.2 million (Euro 17.3 million as at 31/12/2016, -87.1%). The EBITDA margin amounted to 3.5%, with a decrease compared to 2016 (20.6%).

The Net Operating Result (EBIT) amounted to Euro -33.5 million (Euro 8.1 million as at 31 December 2016), after amortisation/depreciation, non-recurring provisions and write-downs of Euro 35.8 million (Euro 9.2 million in 2016). In particular, this figure was affected by write-downs of an exceptional and non-recurring nature, mainly due to the valuation of all industrial plants at fair value rather than value in use, as well as to the discontinuity of the EPC business, which is expected to be sold in the Recovery and Relaunch Plan referred to the strategic guidelines disclosed to the market on 27 March 2018.

The Net result amounted to Euro -39.6 million (Euro 1.15 million as at 31/12/2016), while the result before taxes (EBT) amounted to Euro -42.3 million.

Net financial position (NFP) amounted to Euro 89.8 million (Euro 93.9 million as at 31/12/2016), with an improvement of 4.3%, of which Euro 64.3 million was reclassified as short-term NFP, mainly for the definition of a moratorium on the Company’s current financial debt, in order to identify proposals for its rescheduling.

Net equity amounted to Euro 21 million (Euro 57.5 million as at 31/12/2016), with a reduction of 63.4%. Net equity takes into account the treasury shares held in portfolio, which amounted to no. 1,012,224.

 

INDUSTRIAL RESULTS AS AT 31 DECEMBER 2017

The total number of photovoltaic plants built by TerniEnergia since the start of operations is 274, with a cumulative capacity of circa 403 MW (of which 30 MWp held 100% by the Company and 11.5 MWp in joint venture, dedicated to Power Generation business). In addition, biomass plants for a total of 1.5 MWe and 2 MWt are connected to the grid. The total energy production of the plants under full ownership and in Joint Ventures for the power generation activity was approximately 66.5 million kWh.

In the environmental sector, the treatment and recovery plants for end-of-life tyres (ELTs) in Nera Montoro and Borgo Val di Taro are operational, as GreenAsm biodigestion and composting and, lastly, the remediation of groundwater plant in Nera Montoro (TR). The ELT plants processed a total of 13,600 tons of end of life tyres, recovering 2,070 tons of harmonic steel, reused by the steel mills for second smelting, and marketed 9,810 tons of rubber powder and granules in 14 EU and non-EU countries.

The biodigestion and composting plant for power generation GreenAsm (50% JV between TerniEnergia and ASM Terni) treated 28,121 tons of organic fraction from separate collection and 6,207 tons of mowing and pruning green, feeding 46 GWh of electricity into the grid and producing 4,500 tons of BioCompost.

The biodigestion and composting plant under construction for the production of biomethane Newcoenergy (100% of TerniEnergia) of Calimera (LE), in 2017 has completed the authorization process of the variant AIA (regional authorization).

The groundwater remediation plant Purify (50% JV between TerniEnergia and APT) in Nera Montoro (TR) carried out groundwater purification activities in accordance with the contract with Syndial SpA (Eni Group) and in compliance with the remediation operational plan. The worksite for upgrading the plants and adding new liquid waste treatment lines from third parties has reached a state of completion of 80%, with the new plants expected to start up in the second half of 2018.

The energy management business line (active during the year) recorded a significant increase compared to 2016, due to the increase in the volumes of gas traded during the first six months of 2017.

In 2017, the Group carried out energy efficiency interventions with an expected saving of approximately 1 million kWh and 186 TOEs and 491 tonnes of CO2 saved.

Finally, should be noted the industrial contribution guaranteed by the presence within the consolidation area of the companies Softeco Sismat and Selesoft Consulting, which contributed in terms of revenues for about 30% of them.

 

TERNIENERGIA S.P.A. RESULTS AS AT 31 DECEMBER 2017

Revenues amounted to 33.6 million euros (30.7 million euros as at December 31, 2016). EBITDA amounted to Euro -2.7 million (Euro 3.9 million as at 31/12/2016). EBIT amounted to Euro -41.5 million (Euro -2.5 million as at 31/12/2016).

The Net result is negative for Euro 42.2 million (Euro -6.7 million as at 31/12/2016). The NFP amounts to Euro 71.3 million (Euro 74.4 million as at 31/12/2016), while Net Equity amounts to Euro 10.7 million (Euro 50.7 million as at 31/12/2016).

The financial statements valuations have been made on the assumption that the Company will continue to operate, after having considered and analysed all available and useful elements in this regard.

The balance sheet of TerniEnergia S.p.A. as at December 31, 2017 shows a Net Equity decreased by more than one third compared to the Share Capital because of realized losses. Consequently, occurs the case in point provided for by art. 2446 of the Italian Civil Code.

 

SIGNIFICANT EVENTS SUBSEQUENT TO THE END OF THE PERIOD

POSTPONEMENT OF THE APPROVAL OF THE DRAFT SEPARATE AND CONSOLIDATED FINANCIAL STATEMENTS AS AT 31 DECEMBER 2017 TO DEFINE THE RECOVERY AND RELAUNCH PLAN

On March 27, 2018, TerniEnergia announced that the Board of Directors has approved the postponement to April 27, 2018 of the approval of the Draft Financial Statements for the year ended December 31, 2017 and the Consolidated Financial Statements, due to the opportunity to complete the new Recovery and Relaunch Plan.

SIGNED AGREEMENT FOR THE SALE OF 10 PHOTOVOLTAIC PLANTS FOR A TOTAL OF 11 MW

On March 16, 2018, TerniEnergia announced that it had signed an agreement with Sonnedix San Giorgio, S.r.l, a company wholly owned by institutional investors advised by J.P. Morgan Asset Management, for the sell of photovoltaic assets for a total of 11 MW, which will be merged into a Newco. Transaction price of approximately Euro 6.2 million, Enterprise Value of approximately Euro 34 million. The TerniEnergia Group will retain the tax credits relating to the plants involved in the transaction, for an amount of approximately Euro 3.7 million. The transaction provides for the assumption by the purchaser of financial debts linked to the plants for approximately Euro 27.8 million. The closing is expected to take place no later than 31 October 2018.

TERNIENERGIA RE-ENTERED IN POSSESSION OF ALL THE SHARES OF JV ALTERNATIVE ENERGY AND SOLTER AND 50% OF JV SOL TARENTI.

On March 12, 2018, TerniEnergia announced that it re-entered in possession of the 100% of the share capital of the Joint Ventures Alternative Energy and Solter and 50% of the JV Sol Tarenti, owners of photovoltaic plants in Italy for a total of about 21 MW, following the fulfilment of the termination conditions relating to the lack of consent to the sale by some of the lenders.

COMMUNICATION OF CHANGE IN TERNIENERGIA SHARE CAPITAL

On February 15, 2018, TerniEnergia announced the new composition of the share capital (fully subscribed and paid up) following the admission to listing of n. 2,000,000 ordinary shares of the Company resulting from the treasury shares portfolio and used as partial consideration for the acquisition of the companies Softeco Sismat Srl and Selesoft Consulting Srl, in accordance with contractual commitments undertaken with the counterparty Ingefi S.p.A., as communicated to the market on October 31, 2016.

SOFTECO SISMAT SIGNS CONTRACT FOR TICKETING AND SMART PAYMENT SOLUTIONS FOR CARONTE & TOURIST

On January 30, 2018, TerniEnergia announced that the digital company of the Group, Softeco Sismat, has signed an agreement worth a total of about Euro 2 million with Caronte & Tourist SpA. The contract will involve the Group’s digital company in a project to reorganise the port terminal at Villa San Giovanni and the construction of a new plant at Villa Agip. The agreement provides for the introduction of ticket sales and automatic toll payment systems and the integration of vehicle access control systems.

THE TAR FOR SARDINIA GRANTS THE SUSPENSION RELATING TO THE REVOCATION OF THE SINGLE AUTHORISATIONS OF TWO PHOTOVOLTAIC PLANTS IN JV

On January 19, 2018, TerniEnergia announced that the Regional Administrative Court for Sardinia suspended, with two separate orders, the measures to revoke the licenses for two photovoltaic plants on greenhouse owned respectively by Società Agricola Fotosolara Bonnanaro Srl (power of about 0.7 MWp) and Società Agricola Fotosolara Oristano Srl (power of about 0.9 MWp), both Joint Ventures in which TerniEnergia S.p.A. holds 50% of the share capital.

FILIPPO CALISTI APPOINTED CHIEF FINANCIAL OFFICER OF THE COMPANY

On January 12, 2018, TerniEnergia announced the resignation of Paolo Allegretti from CFO, manager responsible for preparing the company’s financial reports and Investor Relations manager, due to his new commitments as Executive Director and the appointment of Dr. Filippo Calisti as the new Chief Financial Officer, manager responsible for preparing the company’s financial reports and Investor Relations Manager of the Company.

SOLD TWO ENERGY EFFICIENCY PROJECTS TO ENCOURAGE STRATEGIC REPOSITIONING

On January 8, 2018, TerniEnergia announced that it has finalized and signed the deeds of sale to Genera SpA of the lighting system of a cement plant in Sicily and the intervention of energy saving on a building in Turin. The disposals involve a consideration of Euro 480 thousand (Sicily) and Euro 1.7 million (Turin), including Euro 1 million in trade payables and Euro 170 thousand for work still to be carried out.

 

BUSINESS CONTINUITY AND BUSINESS OUTLOOK

Recovery and relaunch plan

During the coming months, the Group will be committed to implementing the recovery and relaunch plan, aimed at pursuing, in the medium term, the transformation of the Company into a smart company and the overcoming of the current situation of financial tension of the Group. The Plan is based on three pillars: divestments, rationalisation and strategic repositioning with a focus on the issues of the internet of energy, smart mobility and IT consulting.

  • Divestments. The Plan provides for the disposal of the photovoltaic and Clean Tech activities currently present in the Group. In particular, the sale of a controlling stake in the EPC and O&M business units (for the construction and maintenance of photovoltaic plants), the sale of photovoltaic power generation plants (held directly and indirectly through SPV), the sale of treatment and recovery plants for ELTs (end-of-life tyres), the remediation plants of liquid waste in Nera Montoro, the biodigester in Nera Montoro, the one under construction in Calimera and the virgin wood pyrogasification plant in Borgosesia.
  • Streamlining. The Plan provides for a reorganisation of the Group, which will be structured through the sale of the companies linked to the assets mentioned in the first point (divestments) and a rationalisation of the Group’s structural costs as a result of the synergies deriving from the mergers and the disposal policy.
  • Strategic repositioning. The plan provides for a decisive enhancement of the Group’s technological strengths, through the development and strengthening of the consulting, industry, smart mobility and digital energy business lines with high technological content, mainly based on the activities currently carried out by Softeco. The Company’s turnaround is based on the transformation of the energy sector towards models of distributed power generation, which involves an increasing weight in the smart components in the energy generation, transmission and distribution grids.

With regard to the three pillars of the Plan, the Company highlights the progress made to date in the implementation of the planned actions:

  • Divestments:
  1. with reference to the sale of 10 photovoltaic plants for a total of 11 MW to Sonnedix San Giorgio Srl, the preparatory activities for the closing are proceeding rapidly, with the final date set for October 31, 2018;
  2. in relation to the PV plants still owned by TerniEnergia, the Company received numerous expressions of interest from potential buyers and the relevant confidentiality agreements (NDAs) were signed;
  • in relation to the sale of Newcoenergy Srl, owner of the authorisations and properties of the biodigester of Calimera (LE) under construction, the Company received various expressions of interest for which the relative NDAs have been signed;
  1. with regard to the objective of selling the EPC and O&M business units to an industrial player already active in the sector, in order to transform fixed costs into variable costs, while safeguarding employment levels, the Company informs that an NDA has been signed with a leding international industrial player and that the due diligence phase is underway;
  2. the revision of the service contracts has been started, which will be defined on the basis of the forecasts of the Recovery and relaunch plan and which will involve, and in part is already involving, a significant reduction in costs for TerniEnergia.
  • Streamlining:
  1. The procedures for the merger by incorporation of Selesoft Consulting and Consorzio Proteco, respectively, into Softeco were completed, with the aim of simplifying the Group’s organization and making it more efficient;
  2. Following these merger procedures by incorporation, TerniEnergia holds 100% of Softeco’s shares.
  • Strategic repositioning:
  1. Activities are underway to strengthen the commercial structure in support of the sectors with the highest technological content, in order to reinforce the Group positioning with customers and partners of high standing;
  2. the presence in Italy was strengthened to enhance the proposition of products, solutions and services for the consulting, industry, smart mobility and digital energy sectors with the strengthening of the Catania office and the opening of new offices in Rome and Terni;
  • staff selections are underway for the implementation of the technical-operational structure to respond to the growing need for high professionalism. To this end, agreements and conventions have been signed with Universities and Research Centers.

For the preparation of the above mentioned Plan, TerniEnergia is assisted by KPMG Advisory SpA as financial advisor.

The Plan provides for the start of meetings with banks, bondholders and creditors in general to define a shared solution aimed at overcoming the current financial crisis.

It should be noted that the guidelines presented on 28 September 2017 have been superseded by the contents of the Recovery and relaunch plan launched, on the development of which the Company will provide timely information.

 

Additional information required by Consob pursuant to Article 114 of Legislative Decree No. 196/2003. n.58/98 (TUF)

In compliance with the request sent to the Company by the National Commission for Companies and the Stock Exchange (Consob), pursuant to Art. 114 of Legislative Decree no. 58/98, the following is hereby communicated:

  1. The Net Financial Position of the Company and of the Group to which it belongs, with short-term components shown separately from medium/long-term components.
TERNIENERGIA S.P.A – NET FINANCIAL POSITION AS AT 31.12.2017
  As at December 31, 2017 As at December, 31, 2016
(in Euro)
Cash

(10,461)

(31,093)

Available bank current accounts

(380,221)

(342,018)

Liquidity

(390,682)

(373,111)

Bond debt

 26,290,018

 1,553,618

Current bank debt (current account overdraft)

 6,173,376

 4,608,443

Current bank debt (advance)

 5,456,472

 9,485,977

Current financial debt (Leasing)

11,871,016

 2,205,516

Current financial debt (other lenders)

 2,234,209

 943,450

Current financial receivables

 19,891,377

 5,114,425

Financial Debt / (Credit)

 (10,068,750)

 (6,989,001)

Current financial debt

 65,889,954

 16,922,428

Current net financial position

 65,499,272

 16,549,317

Bond debt  

 24,577,075

Financial payables to other lenders  

 15,168,137

Non-current financial debt (other lenders)  

1,206,254

Non-current financial debt (Leasing)

 5,832,612

 16,876,581

Non-current net financial position

 5,832,612

 57,828,047

Total net financial position

 71,331,884

 74,377,364

 

TERNIENERGIA GROUP – NET FINANCIAL POSITION AS AT 31.12.2017
  As at December 31, 2017 As at December 31, 2016
(in Euro)    
Cash

(31,564)

(51,337)

Available bank current accounts

(5,284,599)

(11,027,363)

Liquidity

(5,316,163)

(11,078,700)

Bond debt

26,290,018

1,553,618

Current bank debt (current account overdraft)

11,147,638

9,302,363

Current bank debt (advance)

5,456,472

10,344,625

Financial payables to other lenders

2,289,082

1,543,450

Current financial debt (Leasing)

12,217,607

2,525,268

Current financial debt (other lenders)

21,413,864

6,595,387

Current financial receivables

(9,176,900)

(6,008,262)

Current financial debt

69,637,780

25,856,449

   
Current net financial position

64,321,617

14,777,748

Bond debt

24,577,074

Non-current financing

14,288,436

30,726,915

Non-current financial debt (other lenders)

1,206,254

Non-current financial debt (Leasing)

11,179,731

22,570,286

   
Non-current net financial position

25,468,167

79,080,531

   
Total net financial position

89,789,784

93,858,279

 

  1. The overdue debt positions of the Company and its Group, broken down by nature (financial, commercial, tax, social security and towards employees) and any related creditor reaction initiatives (reminders, injunctions, suspension of supplies, etc.).
TERNIENERGIA S.P.A. – OVERDUE SITUATION AS AT 31.12.2017
Description Overdue by 6 months Overdue by more than 6 months Total
in Euro
Trade debts 6,639,491 3,814,088 10,453,579
Tax debts 77,324 77,324 154,648
Social security debts 64,538                                             64,538
Debts for IRPEF withholding taxes 390,991 233.194                                        624,185
Debts to employees 133,665                                         133,665
Leasing and Mortgage Debts 3,375,919                                     3,375,919
Debts to banks   5,146,885                                     5,146,885
TOTAL 15,828,813 4,124,606                                  19,953,418
       
TERNIENERGIA GROUP – OVERDUE SITUATION AS AT 31.12.2017
Description Overdue by 6 months Overdue by more than 6 months Total
in Euro
Trade debts           6,915,374                        3,930,857                                  10,846,231
Tax debts              840,742                        1,053,485                                    1,894,226
Social security debts                64,538                                           64,538
Debts for IRPEF withholding taxes           1,386,051                       1,452,794                                    2,838,845
Debts to employees              133,665                                         133,665
Leasing and Mortgage Debts           3,375,919                                      3,375,919
Debts to banks           5,146,885                                      5,146,885
TOTAL         17,863,173                       6,437,136                                  24,300,309

 

CREDITOR INITIATIVES
Description Number of files Amount
INSTALMENT AGREEMENT 25                            448,362
SETTLEMENT 1                                 4,262
INJUNCTION 25                            460,033
FORMAL NOTICE 16                            311,325
REQUIREMENT 7                         1,537,836
WARNING 35                         1,309,518
TOTAL                     4,071,335.50

 

  1. The main changes in transactions with related parties of this company and its Group compared to the last annual or half-yearly financial report approved pursuant to Article 154-ter of the Consolidated Law on Finance.

There have been no significant changes in transactions with related parties of the Company and the Group since the last approved half-yearly report.

  1. Any failure to comply with the covenants, negative pledges or any other clause of the Group’s indebtedness that entails limits to the use of financial resources, with an indication at the updated date of the degree of compliance with said clauses.

As at December 31, 2017, certain covenants of the bond issue had not been met. The financial covenants that were not met are as follows to be calculated on the consolidated financial statements:

  • Interest Coverage Ratio: equal to or greater than 2.5;
  • Net Financial Position Corporate/EBITDA: equal to or less than 3.25;
  • Net Financial Position/EBITDA: equal to or less than 5.

The bond regulations also provide for other non-financial covenants, specifically the “Cross default of the Issuer”, i.e. the non-payment by the Company of any bond for an amount exceeding Euro 3 million.

Failure to comply with the abovementioned covenants represents an event of default, with the result that the absolute majority of bondholders may have the right to early repayment of the bond issue, which matures naturally in February 2019. However, the regulation provides for a 180-day grace period for the recovery of the parameters necessary to comply with the abovementioned covenants. For this reason, the above-mentioned bond loan for a residual debt of Euro 26.3 million was reclassified to the current Net Financial Position.

It should be noted that the loan taken out with the Banca del Mezzogiorno includes a number of financial covenants that had not been met at the end of the 2107 financial year. The covenants to be calculated on the consolidated financial statements are set out below:

  • NFP Corporate/Net Equity: less than or equal to 1.1;
  • NFP/BITDA: less than or equal to 6.5.

Lastly, for some medium term leases and loans, the bank or leasing company has the right to request early termination of the contract, since the Company has not paid any instalments during the last quarter of 2017; in particular, these are medium term loans for a residual debt as at December 31, 2017 of Euro 19.9 million and finance lease payables for a residual debt as at December 31, 2017 of Euro 11.5 million.

It should be noted that none of the banks or leasing institutes has so far activated the right to terminate the contract early and request the early repayment of the loan. These loans and leases have been reclassified to the current NFP at 31 December 2017.

 

Request to exit the MTA-STAR segment and move to the MTA

Today, the Board of Directors of TerniEnergia S.p.A. resolved to put in place, in the best interest of the Company, all the necessary and appropriate requirements to request the transition from the MTA-STAR segment to the MTA.

The Company has considered that, at this time of reorganisation and implementation of the Recovery and relaunch plan, its position in the STAR segment is not ideal, since it is a priority to focus all the Company’s attention and resources on the implementation of the same Recovery and relaunch plan. TerniEnergia confirms, however, that it does not want to break with those practices now consolidated within the company which, although no longer becoming obligations following exit from the MTA-STAR, meet the requirements of transparency and guarantee for all investors, such as the adequate presence of non-executive and independent directors on the Board of Directors and the constant and timely updating of the company website to enable all investors to be constantly informed about the performance of the company, and undertakes, therefore, to maintain the procedures of Corporate Governance and best practices adopted to date.

The Company also reserves the right, once the current reorganization phase has been completed and the industrial development process has resumed, to assess the possibility of requesting Borsa Italiana again for inclusion in the STAR segment.

 

Other resolutions of the Board of Directors and updating of the corporate events calendar

The Board of Directors of TerniEnergia, on the basis of the declarations of possession of the requisites of independence and honourableness provided for by the applicable legislation and by the Code of Self-Regulation for listed companies and of the information available to the Company, has evaluated the aforesaid requisites of independence in relation to the directors Stefania Bertolini, Paolo Ottone Migliavacca and Mario Marco Molteni.

The Board of Directors then reviewed and approved the Report on Corporate Governance and the Company’s Ownership Structure for the 2017 financial year, the Report of the Control and Risk Committee and the Report on the Remuneration of Executive Directors and Managers with Strategic Responsibilities, as required by Article 154-bis of the Italian Civil Code. 123-ter of the Legislative Decree. 58/98, which will be submitted to the Shareholders’ Meeting for approval.

Finally, the Board called the Ordinary Shareholders’ Meeting in first call for June 14, 2018, and in second call for June 15, 2018, to resolve on the approval of the financial statements as of December 31, 2017.

The documentation relating to the items on the agenda of the Shareholders’ Meeting shall be made available to the public within the time limits and in the manner provided for by current legislation.

 

TERNIENERGIA (TER. MI), established in September 2005 and part of the Italeaf Group, is the first Italian global technological enabler, committed to bringing energy solutions and efficient recovery of integrated and sustainable resources to the world. Organized into two strategic business lines (Assets and Smart solutions and services), with about 400 employees and a geographical presence worldwide, with operative and commercial offices, TerniEnergia develops innovative solutions, products and services based on digital and industrial technologies for the energy supply chain, grids, smart mobility, industrial automation and the recovery of marginal resources.

TerniEnergia, also through its subsidiaries (Softeco Sismat, Selesoft Consulting, Greenled Industry, GreenAsm, GreenAsm, Purify, Wisave, Ant Energy), pursues the objectives of increasing energy production from renewable sources, saving energy and reducing emissions and actively participates in the energy revolution of distributed power generation and smart grids, with innovative digital solutions.

TerniEnergia is the ideal partner for large utilities, distribution operators and network operators, energy producers, public administrations, industrial customers and investors who intend to realize large projects for the production of renewable energy, modern systems and plants with high energy efficiency, solutions for the management and maintenance of infrastructure and electrical installations.

TerniEnergia has completed its transformation from a leader in the international photovoltaic market  into a smart energy company and technological enabler for the sustainable use of resources through a complete commercial offer of solutions, the development and supply of digital technologies and the creation of “intelligent” services and solutions aimed at public and private customers in emerging sectors.

TerniEnergia is listed on the STAR segment of Borsa Italiana.

Press-release_TE-FY2017-27-04-2018

27Mar 2018
  • Update on disposals, rationalisation and continuity with a focus on development in sectors with higher technological rates and added value
  • Update on the transition plan communicated on 24/10/2017
  • 2018 Corporate events calendar

 

The Board of Directors of TerniEnergia, a company listed on the Star segment of the Italian Stock Exchange and part of the Italeaf Group, (the “Company”), which met today, resolved to postpone the approval of the draft financial statements for the year ended as at December 31, 2017 and the consolidated financial statements.

This postponement is necessary due to the opportunity to complete, before the approval of the financial statements, the new Recovery and relaunch plan (the “Plan”), aimed at pursuing, in the medium term, the transformation of the Company into a smart company and overcoming the current situation of financial tension of the Group, on the basis of strategic guidelines identified by the Board of Directors, consisting mainly of:

  • the sale of industrial assets held in both in the photovoltaic and cleantech sectors;
  • in the rationalization and simplification of the TerniEnergia group, which will lead to the merging of some entities, with a view to reducing costs for services and structure of TerniEnergia;
  • the enhancement of the Group’s technological strengths through the development and strengthening of high-tech business lines, mainly based on the activities currently carried out by Softeco.

For the drafting of the above mentioned Plan, TerniEnergia is assisted by KPMG Advisory SpA as financial advisor.

 

With reference to the information provided on 24 October 2017, on the management of the transition phase towards the definition of the Plan, the Company specifies that:

  • with regard to the objective of generating savings in fixed and overhead costs identified equal to Euro 2 million, this target is already at an advanced stage of achievement, through appropriate corporate reorganisation measures in progress;
  • the prompt management of the employment surplus through recourse to the Extraordinary Redundancy Fund (CIGS) for 45 employees, instead of the collective dismissal of 66 employees which would have entailed immediate and significant costs, has allowed a more financially and socially sustainable management of this situation;
  • with reference to the objective of selling non-strategic photovoltaic plants for approximately 30 MW owned by SPV or JV, as per press release dated 18 December 2017, on 16 March 2018 was signed the agreement for the sale of 10 photovoltaic plants for a total of 11 MW, subject to certain conditions as better described in the press release dated 16 March 2018, to which reference should be made for further details. The counterparty to the transaction is Sonnedix San Giorgio S.r.l, a company wholly owned by institutional investors advised by J.P. Morgan Asset Management.
  • in relation to the potential disposal of Newcoenergy Srl, owner of the authorisations and properties of the biodigester of Calimera (LE) under construction, planned to avoid capital-intensive investments, the Company received some expressions of interest for which the relevant NDAs were signed for the start of negotiations prior to the sale;
  • with reference to the objective of alienating Greenled Industry SpA, an NDA was signed with a commercial operator in the lighting sector which, at the moment, envisages the acquisition of a minority shareholding in the company by the same. The related due diligence is underway. TerniEnergia reserves the right to evaluate, in light of the strategic objective of pursuing new technological activities related to energy efficiency, whether to maintain a shareholding or a commercial relationship with Greenled Industry, given the excellence of some of its products;
  • with regard to the objective of transferring the EPC and O&M business unit to an industrial player already operating in the sector, in order to transform fixed costs into variable costs, while safeguarding employment levels, the Company inform that an NDA has been signed with an important foreign industrial operator and the due diligence phase is underway for the acquisition by the latter of a majority share of the business unit.

 

Updating of the Corporate events calendar

In light of the above, also pursuant to article 2.6.2 of the Borsa Italiana S.p.A. Regulations, the Company announces that, differently from the last communication dated 15 January 2018, the Consolidated Financial Statements and the Draft Financial Statements for the year ended at 31 December 2017 will be examined and approved by a meeting of the Board of Directors on 27 April 2018.

The precise dates of the Shareholders’ Meetings for the approval of the draft separate and consolidated financial statements of the Company as at 31 December 2017, as well as any changes to the information provided herein, will be promptly communicated to the regulatory authorities and the public in accordance with the applicable laws and regulations.

 

 

TERNIENERGIA (TER. MI), established in September 2005 and part of the Italeaf Group, is the first Italian global technological enabler, committed to bringing energy solutions and efficient recovery of integrated and sustainable resources to the world. Organized into two strategic business lines (Assets and Smart solutions and services), with about 400 employees and a geographical presence worldwide, with operative and commercial offices, TerniEnergia develops innovative solutions, products and services based on digital and industrial technologies for the energy supply chain, grids, smart mobility, industrial automation and the recovery of marginal resources.

TerniEnergia, also through its subsidiaries (Softeco Sismat, Selesoft Consulting, Greenled Industry, GreenAsm, GreenAsm, Purify, Wisave, Ant Energy), pursues the objectives of increasing energy production from renewable sources, saving energy and reducing emissions and actively participates in the energy revolution of distributed power generation and smart grids, with innovative digital solutions.

TerniEnergia is the ideal partner for large utilities, distribution operators and network operators, energy producers, public administrations, industrial customers and investors who intend to realize large projects for the production of renewable energy, modern systems and plants with high energy efficiency, solutions for the management and maintenance of infrastructure and electrical installations.

Press-release_TEBOD_27-03-2018

17Mar 2018
  • Made the deal with a leading international investment operator for the sale of the assets, that will be transferred into a Newco
  • Transaction price of approximately Euro 6.2 million, Enterprise Value of the assets of approximately Euro 35 million
  • The tax credits relating to the plants involved in the transaction will remain within the TerniEnergia Group for an amount of approximately Euro 3.7 million
  • The transaction envisages the acquisition by the buyer of financial debts related to the plants for approximately Euro 27.8 million
  • The closing date is expected to be no later than 31 October 2018

 

TerniEnergia, a company listed on the Star segment of the Italian Stock Exchange and part of the Italeaf Group, and a leading international investment operator (the “Purchasers”) following the press release published on March 1, 2018, have signed today an agreement for the sale by TerniEnergia, through its subsidiaries Energia Alternativa S.r.l. and Solter S.r.l., of n. 10 photovoltaic plants in Italy with a total installed capacity of around 11 MW.

With reference to the binding purchase offer received from TerniEnergia and communicated on 18 December 2017, the Company points out that today’s transaction concerns the purchase and sale of assets that have meanwhile become wholly owned by Group, and not the acquisition of shares in SPV (special purpose vehicles owning plants), as well as a reduced perimeter of the plants being sold, on the basis of discretionary assessments by the Purchasers and negotiations between the parties. This results in a difference in absolute value between the total expected consideration and the amount related to today’s transaction, but a substantial alignment of the average amounts per MW, also due to the tax credits which remain in the hands of the TerniEnergia Group, following the different method of sale.

The agreement provides that the closing of the asset sale transaction will take place by and no later than 31 October 2018, subject to the incorporation of a Newco, into which the perimeter of the portfolio of plants subject to the transaction will be contributed. The shareholding in the newly incorporated special purpose vehicle will then be transferred to the Purchasers as soon as the acquisition contract is signed (closing).

The total consideration for the Purchasers’ acquisition of 100% of the share capital of the newly formed company is, in fact, equal to approximately Euro 6.2 million (Equity Value). The transaction envisages the acquisition by the buyer of financial debts related to the plants for approximately Euro 27.8 million. The TerniEnergia Group will also retain the tax credits relating to the plants involved in the transaction, for an amount of approximately Euro 3.7 million. The sale price was determined on the basis of the algebraic sum of future cash flows and net working capital of the plants involved in the transaction as at 31 December 2016. A price adjustment mechanism is envisaged based on the evolution of the Net Working Capital between 31 December 2016 and the closing date. The Enterprise Value of the assets sold amounts to approximately Euro 34 million.

The closing of the transaction is subject, among other conditions, to the obtainment (if necessary) of the consent of credit institutions, in the form of waivers, to the sale of photovoltaic assets and other technical and financial conditions typical of this type of transaction.

TerniEnergia and the Purchasers were assisted by Orrick as legal advisor. For the assessment of the fairness of the agreed price, TerniEnergia received a fairness opinion from a leading specialized advisor.

 

 

TERNIENERGIA (TER. MI), established in September 2005 and part of the Italeaf Group, is the first Italian global technological enabler, committed to bringing energy solutions and efficient recovery of integrated and sustainable resources to the world. Organized into two strategic business lines (Assets and Smart solutions and services), with about 400 employees and a geographical presence worldwide, with operative and commercial offices, TerniEnergia develops innovative solutions, products and services based on digital and industrial technologies for the energy supply chain, grids, smart mobility, industrial automation and the recovery of marginal resources.

TerniEnergia, also through its subsidiaries (Softeco Sismat, Selesoft Consulting, Greenled Industry, GreenAsm, GreenAsm, Purify, Wisave, Ant Energy), pursues the objectives of increasing energy production from renewable sources, saving energy and reducing emissions and actively participates in the energy revolution of distributed power generation and smart grids, with innovative digital solutions.

TerniEnergia is the ideal partner for large utilities, distribution operators and network operators, energy producers, public administrations, industrial customers and investors who intend to realize large projects for the production of renewable energy, modern systems and plants with high energy efficiency, solutions for the management and maintenance of infrastructure and electrical installations.

Press-release_TEFV_16-03-2018

12Mar 2018

TerniEnergia, a company listed on the Star segment of the Italian Stock Exchange and part of the Italeaf Group, announces that it has today returned into its possession of 100% of the share capital of the Joint Ventures Energia Alternativa and Solter and of the 50% of the JV Sol Tarenti, owners of photovoltaic plants in Italy for a total of approximately 21 MW.

In particular, following the fulfilment of the termination conditions relative to the lack of consent to the sale by the leasing companies, TerniEnergia re-entered into possession, at the same value of the disposal, of the following stakes:

–           50% of the shareholdings in Energia Alternativa Srl (value of approximately Euro 6.1 million) and Solter Srl (approximately Euro 1.3 million), owners respectively of 12 photovoltaic plants with a total installed power of approximately 13.9 MW and 4 photovoltaic plants with a total installed power of approximately 3.8 MW, from L&T City Real Estate Ltd;

–           45% of the shareholdings in Sol Tarenti Srl (approximately Euro 1.5 million), owner of 4 photovoltaic plants with a total installed power of approximately 3.3 MW, from Ranalli Immobiliare Srl.

It should be noted that the return of the above shares in the Group’s full availability represents a favourable condition for the potential sale of the assets owned by the above mentioned companies.

 

 

TERNIENERGIA (TER. MI), established in September 2005 and part of the Italeaf Group, is the first Italian global technological enabler, committed to bringing energy solutions and efficient recovery of integrated and sustainable resources to the world. Organized into two strategic business lines (Assets and Smart solutions and services), with about 400 employees and a geographical presence worldwide, with operative and commercial offices, TerniEnergia develops innovative solutions, products and services based on digital and industrial technologies for the energy supply chain, grids, smart mobility, industrial automation and the recovery of marginal resources.

TerniEnergia, also through its subsidiaries (Softeco Sismat, Selesoft Consulting, Greenled Industry, GreenAsm, GreenAsm, Purify, Wisave, Ant Energy), pursues the objectives of increasing energy production from renewable sources, saving energy and reducing emissions and actively participates in the energy revolution of distributed power generation and smart grids, with innovative digital solutions.

TerniEnergia is the ideal partner for large utilities, distribution operators and network operators, energy producers, public administrations, industrial customers and investors who intend to realize large projects for the production of renewable energy, modern systems and plants with high energy efficiency, solutions for the management and maintenance of infrastructure and electrical installations.

Press-release_TEFV_12-03-2018

30Jan 2018
  • The agreement for a total value of approximately Euro 2 million will involve the Group’s digital company in a two-year project to reorganise the Villa San Giovanni port terminal and build a new plant in Villa Agip.
  • I twill be provided for the implementation of ticket sales and automatic toll payment systems and the integration of vehicle access control systems.
  • Recognized the efficiency of the Adverto remote control platform, proprietary multi-role technology, as well as the Group’s experience in the Smart Solutions and Services sector

 

TerniEnergia, a company listed on the Star segment of the Italian Stock Exchange and part of the Italeaf Group, announces that the Group’s digital company Softeco Sismat has today signed a contract with Caronte & Tourist, leader in maritime connections to and from Sicily to Central Italy, for the development of a project to reorganise the Villa San Giovanni port terminal and the construction of a ticketing system at Villa Agip and connected automation.

The contract provides solutions for ticketing, payment of tolls (smart payment) and access control for vehicle routing for a total amount of approximately Euro 2 million.

The CEO of Softeco Sismat and Executive Director of TerniEnergia, Laura Bizzarri, said:

“The award of the contract with a client qualified as Caronte & Tourist, with one of the most efficient fleets in Europe, testifies to the acknowledged competence of the TerniEnergia Group as “technological enabler” in the Smart Solutions and Services sector for the smart mobility sector, as stated in the strategic guidelines presented to the market on 29 September 2017”.

The solutions developed by Softeco Sismat and based on the Adverto remote control system, the Group’s proprietary technology, which has already been consolidated and operational for over 10 years in heterogeneous application contexts, envisage the activation of ticket sales systems for travel tickets, automatic payment of tolls and integrate complex access and transit management systems and automatic control of technological systems on field. All the systems in place will be integrated into a single remote control platform that will allow automatic interaction between them and monitoring of the entire system.

The aim of the project is to automate and speed up toll payment and embarkation processes, thereby optimising resources and operational management costs.

All the technological components proposed in the project by Softeco Sismat, which has been operating for over 30 years in the industrial automation sector, are positioned as leading technologies in the national and international field for this type of application.

 

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 two straegic business units (Assets and Smart solutions and services), 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 Consulting, 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-CARONTE_30-01-2018

12Jan 2018
Filippo Calisti
  • Paolo Allegretti resigns from Chief Financial Officer, manager in charge of preparing the company’s financial reports and IR manager, due to his new commitments as Executive Officer

TerniEnergia, a company listed on the Star segment of the Italian Stock Exchange and part of the Italeaf Group, announces that today the executive director Mr Paolo Allegretti has resigned with immediate effect from the office of Chief Financial Officer and manager responsible for preparing the company’s financial reports. In accordance with the requirements of the Market Regulations of Borsa Italiana, Paolo Allegretti holds 7,777 shares in TerniEnergia SpA.

The Board of Directors of TerniEnergia, under the chairmanship of Stefano Neri, has appointed Mr. Filippo Calisti as the new Chief Financial Officer and manager in charge of preparing the company’s financial reports, with immediate effect.

Filippo Calisti, 41, graduated in Economics at LUISS Guido Carli in Rome in 2001, has experience in administration, finance and control within the Group. He began his career at PriceWaterHouseCoopers as auditor until 2010, and then worked as CFO in TerniGreen, a company listed on the AIM market of the Italian Stock Exchange until 2012. From 2014 until today he has been Chief Financial Officer of Italeaf SpA, a company listed on the NASDAQ First North market of the Stockholm Stock Exchange.

Based on the communications made to the Company and the public, Filippo Calisti holds n. 38.270 shares in TerniEnergia SpA.

Press-release_TE-CFO_12-01-2018