TerniEnergia

News from TerniEnergia

26Feb 2019

In the approved proposal for a Plan, the following are planned:

(a) a reshaping of the assets disposal;

(b) confirmation of the merger by incorporation of Softeco into TerniEnergia to complete the turnaround process, with the introduction of industrial targets in the digital O&M sector;

(c) the adjustment of the financial manouvre for debt rescheduling

 

The Board of Directors of TerniEnergia S.p.A. “(“TerniEnergia” or the “Company”), which met today, approved the update of the proposed Relaunch and recovery plan, compared to the version approved on 25 October 2018, the reasonableness of which must be certified by a professional pursuant to art. 67, paragraph 3, letter d) r.d. 267/42 for the period 2018-2022 (the “Plan”), who has been identified in Dr. Massimiliano Bonamini (subject of proven experience in the field).

The Plan, prepared with the help of KPMG as industrial and financial advisor, in its updated version, unequivocally represents a further step forward in the recovery process undertaken by the Company and provides for the following main strategic guidelines:

  • a plan for the disposal of the assets relating to the photovoltaic and environmental sectors owned by the Company (or by other companies directly or indirectly controlled by it), updated in terms of timing with respect to the previous version of the proposed Plan, which also takes into account the offers received by the Company for the sale of the above assets, as well as the Company’s industrial prospects in accordance with the Plan;
  • the merger by incorporation of Softeco Sismat Srl into TerniEnergia, to be completed by the end of 2019, to boost entry into the hi-tech and digital sector;
  • the continuity and development of business lines in the field of “digital energy”, advanced consultancy and application of new technologies to energy saving activities and digitalised plant maintenance;
  • a financial manoeuvre which, in addition to providing for debt rescheduling and rescheduling, is founded: (a) on a principle of “pari passu” distribution, between financial institutions and bondholders, of the proceeds deriving from the disposal of the above assets during the two-year period 2019-2020; (b) application of a “balance and withdrawal” manoeuvre to 2020 for those institutions that have shown interest in this solution thanks to the use of the last proceeds deriving from the disposals hypothesised in that year; (c) starting in 2020, full repayment of the residual debt for bondholders and banks not participating in the “balance and write-off”, through flows deriving from business continuity with the objective of completing the repayment path by 2026.

The main terms of the update of the proposed Plan approved today by the Board of Directors of TerniEnergia, still subject to negotiations with the creditors (including bondholders) and therefore still potentially subject to changes and/or additions, are set out below. All the measures envisaged must be considered as a single measure, as they compete with each other to achieve the target of recovering the Company.

  1. Proposed divestiture measures

The photovoltaic assets and those of the CleanTech Business Unit are expected to be disposed and, in particular, by 2019: (i) the sale of photovoltaic energy production plants, held directly or indirectly; (ii) the sale of end-of-life tyre treatment and recovery plants; (iii) the sale of the Nera Montoro biodigester; by 2020: (iv) the sale of a liquid waste treatment plant and 3 remaining photovoltaic plants. As a result of these disposals, the Plan provides for a total financial benefit of approximately Euro 115.8 million (of which approximately Euro 39.8 million Equity Value and approximately Euro 76.0 million reduction in the Group’s financial exposure due to the taking over of part of the debt by the purchasers of the assets).

  1. Merger by incorporation of Softeco into TerniEnergia

The corporate rationalisation process of the TerniEnergia Group is expected to be completed through the merger by incorporation of Softeco Sismat Srl into TerniEnergia by the end of 2019. This transaction will allow TerniEnergia to complete the industrial turnaround process of the Group through: (a) the strategic control of the new “Digital Energy” market, thanks to the development and growth of the Smart Solutions and Services divisions, based on Softeco’s expertise; (b) the application of the Digital Transformation paradigm as well as the adoption of new digital technologies for the energy efficiency sectors, according to a new business model, and for the maintenance of energy plants (proactive and prescriptive O&M), through an increased capacity for data analysis and the integration between the plant engineering skills of TerniEnergia and those for the development of innovative advanced analytics solutions by Softeco. Finally, it is believed that the merger will simplify the corporate architecture, confirming the industrial vocation of TerniEnergia, optimize decision-making processes and management efficiency (corporate, accounting and administrative), with a consequent greater rationalisation of costs.

  1. Financial manoeuvre
  2. a) Accelerated debt repayment over the two-year period 2019-2020: the proposed financial package provides for a reduction in the Group’s indebtedness to financial institutions and bondholders (as noted at 31 March 2018) over the two-year period 2019-2020 thanks to proceeds from the disposal of photovoltaic and environmental assets. The assumed divestments will lead to a total collection of approximately Euro 39.8 million (equity value) which will be distributed for Euro 20.1 million in 2019 (equal to about 33% of the debt after the sale in 2019) to banks and bondholders. A further Euro 7.8 million will be repaid during 2020 with percentages varying between institutions and bondholders depending on whether the latter choose to adhere to the pari passu repayment plan or alternatively to the assumption of full and final settlement. For bondholders and banks that have already given their willingness to support the company in a medium/long-term restructuring process (pari passu), it is expected that cash flows from disposals will contribute to an overall early repayment of debt of approximately 43% by the end of 2020 (of the initial exposure after disposals).
  3. b) Full and final settlement: for those institutions that have expressed their interest in adhering to a ” full and final settlement” principle, payment is expected in 2020, which would lead to an overall satisfaction in 2019 and 2020 of about 67% (withdrawal of about Euro 3.2 million out of a total of Euro 9.6 million of debt associated with the institutions that have opted for the full and final settlement solution).

It should be noted that the negotiations with the Company’s creditors regarding the Plan remain subject to definition and that any changes with respect to what is described above could occur as a result of the continuation of negotiations and in any case in line with them.

  1. c) Remaining exposures as at 31 December 2020: the remaining exposures as at 31 December 2020 (equal to Euro 28.2 million) would be repaid, pari passu, between the different types of exposures (see below) in annual instalments, with the flows deriving from the TerniEnergia Group’s operations, until the debt to the financial institutions (with the exception of the financing institutions exposed to the subsidiaries Softeco, Greenled and the Magliano Sabina plant in TerniEnergia) and the bondholders would be fully discharged by December 2026. This manoeuvre also envisages: (i) consolidation and moratorium until 31 December 2019 on short-term lines outstanding at 31 March 2018 (other than those towards the subsidiary Softeco and Greenled), which will be repaid in line with the medium/long-term treatment chosen by the individual institutions, (ii) moratorium on medium/long-term exposures outstanding at 31 March 2018, for the years 2019-2020, net of repayments as provided for in the previous points; (iii) the renegotiation of interest rates maturing and accruing from 1 July 2018 for all such 6-month Euribor exposures + 150 basis points.

The Board of Directors therefore resolved to continue negotiations with creditors and bondholders on the basis of the proposed Plan approved today, reserving the right to closely monitor the progress of negotiations with the aim of concluding them and defining the Plan by 30 June 2019.

 

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 300 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, 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__TE-PRR-26-02-2019

20Feb 2019

TerniEnergia, smart company listed on MTA of Borsa Italiana and part of the Italeaf Group, announces that Softeco, digital company of the Group, has obtained the ISO 27001:2013 Certification for the management of information security for the provision of its services. This certification represents the international standard that covers every aspect of information security and ensures that the company manages information in complete security, meeting the principles of confidentiality, integrity and availability.

Through the full implementation of this international standard, the company intends to develop the business by reducing IT risks and negative impacts in operational and industrial terms, allowing participation in international tenders and European programs of facilitated finance aimed at innovation.

The UNI CEI ISO/IEC 27001:2013 standard specifies the requirements for establishing, implementing, maintaining and continuously improving an information security management system within the organisation. It also includes requirements for the assessment and treatment of information security risks appropriate to the needs of the organisation. The requirements in the standard are generic and are intended to apply to all organisations, regardless of type, size or nature.

Softeco’s ISO 27001 certified information system aims to protect data and information from any criticality, to ensure their integrity, confidentiality and availability, and to provide the requirements for adopting an adequate information security management system (ISMS) aimed at the proper management of sensitive data.

Softeco is already ISO 9001 certified and intends to expand the range of its certifications, also to generate more and more added value of distinction in its market of reference, greater confidence in the relationship with customers, public organizations and offer, finally, suitable and durable guarantee of availability, confidentiality and integrity.

COSTESOF06-27001-20-02-2019(EN)

05Feb 2019

TerniEnergia, smart company listed on MTA of Borsa Italiana and part of the Italeaf Group, announces that the Regional Administrative Court for Sardinia has on the substance of the case, in two separate judgments, the appeals presented by the Company for the annulment of the measures revoking the authorisations for two photovoltaic systems on greenhouses, owned respectively by Società Agricola Fotosolara Bonnanaro Srl (with a capacity of approximately 0.7 MWp) and Società Agricola Fotosolara Oristano Srl (with a capacity of approximately 0.9 MWp), wolly owned by TerniEnergia S.p.A..

The Sardinia Region, with two separate decisions, had, in fact, ordered the revocation of the single authorisations for the two plants. The Regional Administrative Court for Sardinia, noting the illegitimacy of the procedure put in place by the regional administration, upheld all the claims made by the Company, annulled the regional measures and ordered the Sardinian administration to pay the costs of the proceedings.

TerniEnergia expresses its full satisfaction with the decisions of the Regional Administrative Court, underlining that the two sentences have accepted all the arguments put forward and highlighting the full regularity of the conduct of the Company in the management of the two photovoltaic greenhouses.

TerniEnergia was successfully assisted in court by the lawyer Andrea Sticchi Damiani.

 

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 300 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, 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__TE-TARSAR-05-02-2019

31Jan 2019
  • With the acquisition of 19% of Sundrone Srl, Softeco rises to 59% of the share capital of the startup, active in the thermographic and visual analysis of industrial scale solar plant
  • Sundrone uses the innovative automated solution PV Inspector, developed by Softeco, which allows reliabler and faster analysis and the production of digital data fof the inspections or imaging analysis
  • For the TerniEnergia Group this is a new opportunity to increase the efficiency of the O&M and asset management activities, which involves 283 MW of solar energy production plants, both for its own and for third parties also at international level

 

TerniEnergia, smart company listed on MTA of Borsa Italiana and part of the Italeaf Group, announces that Softeco, the Group’s digital company, has completed the acquisition of 19% of the share capital of the startup Sundrone Srl, active in the hi-tech field of thermographic and visual inspections of industrial scale photovoltaic plants with the use of unmanned aerial systems (drones). Softeco, which already held 40% of the company’s shares, thus rises to 59% of the share capital, acquiring the company control.

Through this extraordinary transaction, the digital company brings to the TerniEnergia Group a significant technological opportunity, represented by the possibility of using the proprietary PV Inspector technology, developed by Softeco and used exclusively by Sundrone, for operation and maintenance and asset management activities involving 283 MW of solar energy production plants, both for its own and for third parties, also at an international level. PV Inspector is a fully automated imaging analysis solution for multispectral thermographies and visual inspections, which faster and reliabler acquisition of digital data for the prevention and detection of failures and malfunctions of photovoltaic plants.

For Softeco this is an important opportunity to increase its technological specialization in the field of smart asset management.

COSTE02-sundrone-31-01-2019(EN)

14Dec 2018

The Bondholders’ Meeting of the bond “TerniEnergia Euro 25,000,000,00 notes due 2019 – ISIN Code: IT0004991573”, which met today, 14 December 2018, at 11.00 a.m. in second call, under the chairmanship of Stefano Neri and in the deeds of the Notary Adele Cesàro of Milan, was attended by 133 bondholders representing 53,2% of the bond issue.

The Meeting voted in favour of all the items on the agenda, specifically:

  1. approved the extension of the maturity of the bond from February 6, 2019 to September 30, 2019, in order to allow the Company the time it needs to sign an agreement pursuant to Article 67, Section 3, Letter d), of Royal Decree No. 267 of March 16, 1942 (the “Recovery and Relaunch Plan”);
  2. for the same purposes as in point 1 above, approved the amendment to the regulations for the bond issue with reference to the definition of “Interest Payment Date” with exclusive reference to the determination of the date of payment of interest accrued during the 2018 financial year, with a new date of 30 September 2019 (without prejudice to the definition of the “Interest Calculation Period”);
  3. approved the participation of bondholders in the Recovery and Relaunch Plan in accordance with the general guidelines outlined in item 2 (Main contents of the Recovery and Relaunch Plan) of the report illustrating the items on the agenda of the bondholders’ meeting prepared by the Company’s Board of Directors and published on November 5, 2018 on the website ternienergia. The Board of Directors, having acknowledged that the plan may be subject to changes as a result of developments in negotiations with the creditors, reserves the right, in any case, to approve its approval and the amendments to the regulations for the bond issue necessary to bring it into line with the provisions of the Recovery and Relaunch Plan, as amended if necessary as a result of developments in negotiations with the creditors, at a subsequent meeting to be held once the contents of the Recovery and Relaunch Plan have been defined;
  4. having acknowledged the need to appoint a common representative of the Bondholders, in order, inter alia, to facilitate future relations with the bondholders themselves and represent their interests in the context of negotiating and implementing the Recovery and Relaunch Plan, approved the appointment of a lawyer, Mr. Marzio Molinari of Studio Russo De Rosa Associati as the common representative of the bondholders for 3 years, determining their compensation at Euro 10,000 per year, plus a subsequent fee of Euro 65,000 to be paid by 2019 in the event of the signing of the agreement in execution of the Recovery and Relaunch Plan.

The minutes of the Bondholders’ Meeting and the summary statement of votes will be made available to the public within the time limit established by current legislation.

The Chairman of TerniEnergia Stefano Neri commented: “The positive resolution by the Bondholders’ Meeting is an important sign of confidence in the Group’s Recovery and Relaunch Plan, as identified by the management. We are convinced that in the medium term, following the industrial and operational turnover indicated in the Recovery and Relaunch Plan, the Group will restart to create value in highly competitive sectors with great prospects such as digital energy and hi-tech. The trust placed in us by the Bondholders represents an important impulse to accelerate the implementation of the Recovery and Relaunch Plan, which will allow the Group to recover efficiency and profitability. It is also a decisive signal to shareholders, the banking community and other stakeholders of the management’s and the Company’s ability to react in order to achieve financial equilibrium. We are strongly committed to creating the conditions to seize the opportunities offered by the digital transformation in energy and energy efficiency, consolidated sectors of the Group’s activities, and in the sectors of mobility and transport, smart cities and automation for industrial sustainability“.

 

 

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 300 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, 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__TE-ASSOBB-14-12-2018

04Dec 2018

TerniEnergia, smart company listed on MTA of Borsa Italiana and part of the Italeaf Group, announces that Softeco Sismat, the Group’s digital company, will coordinate the e-Scale project for the development of innovative solutions for new operators in the electricity market, in particular the “Balancing Service Provider”.

The e-Scale project is co-financed by the Lazio Region for a total of Euro 258thousand, of which Euro 138thousand as part of the activities carried out by Softeco itself. Today, the memorandum of association of the temporary association for this purpose (ATS) was signed between Softeco, Roma Gas & Power and the University of Cassino and Southern Lazio, which are the partners of the research activity.

The project will lead to the development and validation of a solution called BSP (Balancing Service Provider), which will allow the flexible and optimal management of “Virtual Power Plant” (VPP) with generation, consumption and storage systems, optimizing the use of renewable resources and reducing costs for the community.

The participation in the project of a market operator such as Roma Gas & Power will allow to overcome the simulation and prototyping phase to validate the solutions in a concrete operational and commercial context, in order to produce results capable of rapidly accessing the phase of industrialization and commercialization.

The provision of services to the electricity system through aggregation is, in fact, one of the main ways to concretely support the growth of generation from renewable sources, increasing the flexibility of the electricity system as required by recent developments in European and Italian legislation.

With the coordination of this new initiative Softeco Sismat further enhances a bouquet of R&D projects in the context of energy transition, confirming its role as a benchmark for research activities with high added value on digital energy issues.

 

 

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 300 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, 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__TE-RED-04-12-2018

01Dec 2018

TerniEnergia, smart company listed on MTA of Borsa Italiana and part of the Italeaf Group, following the press releases issued on September 7, 2018 and October 30, 2018 (to which reference should be made), informs that – at the closing date (November 30, 2018) for the acquisition by GIL Capital Ltd of a new company called “TerniEnergia Progetti Srl”, which includes the perimeter of the EPC (engineering, procurement, construction and commissioning) business unit of the photovoltaic plants of TerniEnergia – the sale transaction was not completed because the conditions at the closing were not promptly met.

TE-COS_TE-PRO-01-12-2018(EN)

23Nov 2018

TerniEnergia, smart company listed on MTA of Borsa Italiana and part of the Italeaf Group, following the press release issued on 23 July 2018 (to which reference should be made), announces that the deed of final disposal of a business unit relating to an energy efficiency project has been signed, following the fulfilment of the conditions precedent provided for in the agreement signed with Estra Clima Srl, a company of the Estra Group.

At the same time, a second branch of business, represented by a lighting energy efficiency project, carried out on behalf of a Tuscan municipality, was removed from the agreement because the municipal administration did not give formal consent to the transfer of the contract to Estra Clima Srl.

The branch of business transferred consists of a contract for energy efficiency lighting technology, with the formula FTT (third-party financing) type project financing, on behalf of a Tuscan municipal administration, concerning the replacement of traditional lighting points with new LED lighting points of the latest generation and the ordinary and extraordinary maintenance of the plant for 16 years.

The final consideration for the transaction is therefore approximately €0.7 million, gross of trade payables of approximately Euro 0.27 million and the value of some works to be carried out by Estra Clima for approximately Euro 0.17 million.

For TerniEnergia, the completion of the transaction represents a new, significant step in the recovery and relaunch plan approved by the Board of Directors on 25 October 2018.

 

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 300 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, 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_TE-ENSAV-23-11-2018

09Nov 2018
  • During the corporate event “Bits and Energy: seizing the opportunities of Digital Energy for sustainable growth” presented the repositioning of the Group
  • Among the cornerstones of the Recovery and relaunch plan of TerniEnergia there is the merger by incorporation of Softeco, at the end of the process of disposal of the environmental assets and PV plants
  • The extraordinary transaction planned to complete the transformation into a “one smart company” and introduces to the market the first technological enabler for the energy transition and digital transformation

TerniEnergia, smart company listed on MTA of Borsa Italiana and part of the Italeaf Group, and Softeco Sismat Srl, the Group’s digital company, organized today in Genoa the workshop “Bits and Energy: the opportunities of Digital Energy for sustainable growth“, hosted in the Auditorium room of the Aquarium of the Ligurian capital.

During the event, the chairman of TerniEnergia and Softeco, Stefano Neri, presented some qualitative aspects of the Recovery and Relaunch Plan approved by the Board of Directors of TerniEnergia on 25 October 2018. In particular, the Chairman Mr Neri focused on the opportunities for industrial turnaround in the energy sector, which will culminate with the merger by incorporation of Softeco Sismat Srl in TerniEnergia, at the end of 2019, after the accomplishment of disposals, to facilitate the entry into the hi-tech and digital energy sector.

The Chairman of TerniEnergia and Softeco, Stefano Neri, stated:

The planned merger between TerniEnergia and Softeco completes the transformation into “one smart company” and introduces on the market the first technological enabler for the energy transition and digital transformation. The rationale of the transactions are: corporate, allowing TerniEnergia, at the end of the process of disposal of asset and plants, to be active on the market as an operating company and not as a financial holding company; business, allowing the full exploitation of the expertise of Softeco in the development of increasingly advanced digital technologies for the entire energy chain, from production to sales, up to final consumption; and finally economic-financial, thanks to the opportunity to optimize decision-making processes and to improve the management efficiency (corporate, accounting and administrative), with a consequent rationalization of costs”.

The Chairman, Mr. Neri, also defined the strategic criteria underlying the planned merger, highlighting how the same, as part of the Rehabilitation and Relaunch Plan, will give the Group the role of attractive convergence platform for unlisted incumbents in the digital energy sector, for small and medium-sized innovative companies in the IT and energy segments and for research and development centers. In addition, in the TerniEnergia programmes, the extraordinary transaction will give the impetus to the processes of internationalisation and opening up to the capital market.

Completing the process of exit from the “Renewable Utilities” sector – concluded Stefano Neri – TerniEnergia, fully integrated with Softeco, will no longer be a company characterized by capital intensive activities and a high level of indebtedness. With the merger, we will introduce the new One Company into the high-performance digital sector, across the sectors of IT Services and Software. This target, in our programs, will result in an increase in the multiples used to analyze the strategic value of the company and in an increase in the interest of investors specialized in the digital sector”.

The conference was attended by the Mayor of Genoa, Marco Bucci, the President of the Liguria Region, Giovanni Toti, the President of Confindustria Genova, Giovanni MondiniMarcello Capra, Delegate SET Plan of the Ministry of Economic Development, Marco Carta, Chief Business Development Officer and Director of Utilities and Renewables R&A of Bocconi University, Laura Bizzarri, CEO of Softeco, and Paolo Verna, Founding Partner of EnVent Capital Markets Ltd.

The presentations by Laura Bizzarri and Stefano Neri have been published today on the Company’s website www.ternienergia.com and on the authorized storage mechanism 1Info at www.1info.it, and have also been distributed as annexes to this press release.

05Nov 2018
    • Revenues equal to Euro 15.7 million, -20.1% (Euro 19.6 million as at 30/09/2017)*
    • EBITDA equal to Euro 1.4 million (Euro 0.04 million as at 30/09/2017)* with Ebitda Margin at 8.72%.
    • EBIT equal to Euro -1.75 million, +54.7% (Euro -3.9 million as at 30/09/2017)*, Result before taxes (EBT) equal to Euro -4.9 million, +31.5% (Euro -7.2 million as at 30/09/2017)*
    • Net result equal to Euro -4 million, +50.4% (Euro -8.1 million as at 30/9/2017)*
    • Net Financial Position of Euro 59.85 million (Euro 89.8 million as at 31/12/2017)
    • Net equity equal to Euro 18.7 million (Euro 21 million as at 31/12/2017)
    • The BoD takes note of the appointment of Massimo Mannori as general manager of Softeco

     

    The Board of Directors of TerniEnergia, a smart company listed on the Italian Stock Exchange (MTA) and part of the Italeaf Group, approved today the Interim Financial Report as at September 30, 2018.

     (*) The income statement figures for the third quarter of 2017 have been restated in accordance with IFRS 5, taking into account the classification of the results of discontinued operations – in accordance with the Recovery and relaunch plan approved by the Board of Directors on 25 October 2018 – as “held for sale” or discontinued operations, in order to provide consistent information on discontinued operations or those in the process of being disposed.

    It should be noted that the aforementioned Plan provides for the disposal of the photovoltaic and Clean Tech activities currently held by the Group. In particular, the sale of a controlling stakes in the EPC and O&M business units (aimed at the construction and maintenance of photovoltaic plants, with the exclusion of the companies operating in South Africa) and the sale of photovoltaic power generation plants (held directly and indirectly through SPV), the sale of ELT treatment and recovery plants (end-of-life tyres), liquid waste purification plants at Nera Montoro, the biodigester at Nera Montoro, the one under construction at Calimera and the virgin wood pyrogasification plant at Borgosesia, the sale of financial assets relating to energy efficiency.

    Further informations are provided in the Notes.

    CONSOLIDATED RESULTS AS AT SEPTEMBER 30, 2018

    Revenues amounted to Euro 15.7 million (Euro 19.6 million as at 30/9/2017; -20.1%). EBITDA reached Euro 1.4 million, a significant improvement compared to September 30, 2017 (Euro 0.04 million), with Ebitda Margin equal to 8.72%. The main contributions to the operating results for the quarter were the business of Softeco Sismat and the O&M activities carried out in South Africa.

    The Net Operating Result (EBIT) is equal to Euro -1.75 million, with a loss in decrease of 54.7% (Euro -3.9 million as at 30 September 2017), after amortisation, depreciation, provisions and write-downs of approximately Euro 3.1 million. Profit before taxes (EBT) also improved of 31.5% to Euro -4.9 million (Euro -7.2 million at 30/9/2017).

    The Net result is equal to Euro -4 million, compared to Euro -8.1 million as at 30 September 2017 (+50.4%).

    The Net Financial Position amounted to Euro 59.85 million (a significant reduction compared to Euro 89.8 million at 31/12/2017) due to the application of IFRS 5, which led to the reclassification of net financial indebtedness for approximately Euro 34 million.

    Shareholders’ Equity is equal to Euro 18.7 million (Euro 21 million at 31/12/2017), and also takes into account treasury shares held in portfolio, which amount to No. 1,012,998 (2.15% of the share capital).

     

    Assets held for sale

    It should be noted that the engineering, procurement and construction of photovoltaic plants (EPC), the Group’s core business until the decision to start the transition to the new configuration of smart companies, the O&M (maintenance) of photovoltaic plants and the renewable energy power generation, the development and management of environmental plants (Cleantech) and the financial assets relating to energy efficiency projects already carried out were classified as “held for sale disposal” or discontinued operations, in accordance with the international accounting standard IFRS 5 for a total amount of Euro 138.7 million, together with corresponding liabilities of Euro 76.5 million, with a decrease compared to the corresponding figure as at 30 June 2018, equal respectively to Euro 169.3 million and Euro 106.2 million as a result of the sale to Sonnedix San Giorgio of n. 10 photovoltaic plants in Italy with a total installed capacity of 11 MW, prevoius fully owned by the TerniEnergia Group.

    The net result for the period relating to this item was a loss of Euro 40 thousand, due to personnel costs and attributable to the EPC business unit being sold, as provided for in the Recovery and Relaunch Plan. In particular, the EPC business unit remained substantially inactive during the period, with the exclusion of the activities relating to the contract in Tunisia, due to the strategic transformation of the company and pending the conclusion of the disposal processes. The planned disposals are operations aimed at supporting the industrial turnaround project, as provided for in the Recovery and Relaunch Plan approved by the Board of Directors on 25 October 2018.

     

    SIGNIFICANT EVENTS SUBSEQUENT TO THE END OF THE PERIOD

    Trade union agreement signed for the renewal of social security nets

    On October 1, 2018, TerniEnergia, announced that it had signed at the Ministry of Labour and Social Policy, in the presence of representatives of the Ministry of Economic Development and Arpal Umbria, the agreement with trade unions and institutions for the continuation of the management of social security, activated during 2017 following the withdrawal of the procedure of collective dismissal. In fact, the company has requested recourse to active labour policies aimed at implementing the Group’s employment recovery plan for a period of one year and for 50 employees, using rotation criteria.

     

    The BoD approved the 2018-2022 Recovery and relaunch plan and the related financial package

    On 25 October 2018, TerniEnergia approved the main contents of a Recovery and relaunch plan, aimed at restoring the financial and equity balance of the Company in the long term, the reasonableness of which must be certified by a professional pursuant to Article 67, paragraph 3, letter d) r.d. 267/42 for the period 2018-2022. Planned measures for the disposal of assets, the merger by incorporation of Softeco into TerniEnergia by 2019 to complete the process of industrial turnaround, a financial package for debt rescheduling, the continuation of negotiations with the main creditors. The meeting of the bondholders of the “TerniEnergia Euro 25,000,000.00 Notes due 2019” bond loan has been called to approve participation in the recovery and relaunch plan.

     

    Arbitrary exclusion from Ecopneus tenders for the shredding of ELTs, consequent actions

    On 31 October 2018, TerniEnergia, announced that it had received from Ecopneus news of exclusion from tenders with electronic negotiation for the shredding of ELTs for the period 2019-2021. TerniEnergia will take every initiative in court to protect itself, will take legal action to restore its rights and for any compensation for damages suffered and to be suffered and, even before, will turn to the European Commissioner for Competition and the Authority for Competition and the Market.

     

    BUSINESS CONTINUITY AND BUSINESS OUTLOOK

    Recovery and relaunch plan

    In 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 financial tension of the Group. The Plan is based on:

    • a plan to divest the assets relating to the construction and sale of photovoltaic plants and the management of plants for the production of energy from alternative sources, which until now have been the core business of the group, as well as those relating to the CleanTech Business Unit, with the simultaneous refocusing on the sector of “digital energy”;
    • the merger by incorporation of Softeco Sismat Srl into TerniEnergia, to be completed by the end of 2019 following the outcome of the disposal programme, to facilitate entry into the hi-tech and digital sector;
    • a financial package which, in addition to providing for debt restructuring and rescheduling, is based, alternatively: (a) on a principle of “pari passu” distribution, between financial institutions and bondholders, of the proceeds deriving from the disposal of the above assets without recourse to the hypothesis of cancellation of the credit (“Pari-Passu Maneuver”); or (b) on a different principle of distribution between financial institutions and bondholders of the proceeds deriving from the disposals, with payments in full and in part and waivers of the credit by the banking class, without intervening on the amounts of the credits claimed by bondholders (the “Balance and Withdrawal Maneuver”).

    For details of the Plan, approved by the company’s Board of Directors on 25 October 2018, reference should be made to the press release issued on the same date.

    TerniEnergia is assisted by KPMG Advisory SpA as financial advisor in drawing up the above mentioned Plan.

    The Company will provide timely information on the development of the Recovery and relaunch plan that has been launched.

     

    Additional Information Required by Consob Pursuant to Article 114 of Legislative Decree No. 58/98 (TUF)

    Please refer to the press release issued on 31 October 2018.

     

    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.

     

    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.

    Please note that, as at of December 31, 2017 and as at 30 June 2018, 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.

    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 and as at 30 June 2018. 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 and during 2018. 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 leasing were reclassified to the current NFP as at 31 December 2017 and as at 30 September 2018.

     

    Other resolutions of the Board of Directors

    The Board of Directors of TerniEnergia has noted the appointment of Massimo Mannori as General Manager of Softeco, a digital company of the Group, 100% controlled by the company. For further information, please refer to the press release issued today by the Company.

     

    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.

     

    Deposit of documents

    We inform you that the Interim Financial Report as at September 30, 2018 of the TerniEnergia Group, approved by the Board of Directors of TerniEnergia S.p.A. today, will be made available to the public, together with the report of the independent auditors, in the manner and terms provided 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 300 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, 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_TE-3Q2018-05-11-2018