Financial News

Financial News

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

30Nov 2018

Italeaf: Interim report as at 30 September 2018

NAV equal to Euro 17.4 million. Ebitda of Euro 0.84 million. Net result equal to Euro 0.1 million

  • Revenues amounted to Euro 2.1 million (Euro 16.4 million in the consolidated financial statements).
  • EBITDA amounted to Euro 83 million (Euro  1.2 million in the consolidated financial statements)
  • EBIT amounted to Euro 0.5 million (Euro 2.5 million in the consolidated financial statements).
  • The EBT amounts to Euro 0.5 million (Euro 2.5 million in the consolidated financial statements)
  • Net result of Euro 0.1 million (Euro 4.5 million in the consolidated financial statements)
  • Shareholders’ equity of Euro 27.7 million (Euro 24 million in the consolidated financial statements)
  • NFP of Euro 17.6 million (Euro 77.5 million in the consolidated financial statements)
  • NAV equal to approximately Euro 17.4 million; NAV per share Euro 1.01

  

The Board of Directors of Italeaf, holding company and first Italian company builder, active in the cleantech and smart innovation sectors, listed on Nasdaq First North, approved today the Interim report as at 30 September 2018.

 

Financial highlights*

  As at September 30, 2018 As at September 30, 2017 Change %
 in Euro
 Revenues from sales and services 2,075,617 2,654,574 -21.8%
 EBITDA 830,747 592,481 +40.2%
 EBIT 468,435 133,441 n.a.
 EBT -130,169 -355,666 -63.4%
 Net profit/(loss) -114,558 -265,918 -56.9%
    As at December 31, 2017  
 Shareholders’ equity 27,737,869 27,803,967 -0.2%
 Total net financial debt 17,577,517 16,878,275 +4.1%

*Separated Interim Report prepared in accordance with accounting principles ITALIAN GAAP

 

Italeaf’s NAV was Euro 17.4 million as at 30 September 2018 (-27.8%; Euro 24.1 million as at 31 December 2017); Nav per share Euro 1.01.

The full version of the Interim Report as at 30 September 2018 will be published in English on the Company’s website www.italeaf.com and published in West Corporation InPublic | Release Publishing.

Press-release_3Q2018_30-11-2018+IR3Q2018

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

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
30Oct 2018

TerniEnergia, a company listed on the MTA of the Italian Stock Exchange and part of the Italeaf Group, following what was announced on 17 September 2018 – in relation to the preliminary binding agreement for the acquisition by GIL Capital Ltd of a new company called “TerniEnergia Progetti”, which includes the perimeter of the EPC business unit (engineering, procurement, construction and commissioning) of photovoltaic plants of TerniEnergia – announces that it has agreed with the counterparty to set 30 November 2018 as the deadline for the closing-date of the transaction.

The extension was agreed exclusively to allow the newco “TerniEnergia Progetti” to complete the formalities for the obtainment of the certifications relating to the operational activities of the company. The agreement between TerniEnergia and GIL Capital also provides for the participation of TerniEnergia Progetti, in the transition period prior to the closing of the transaction and the transfer of ownership of the shares of TerniEnergia Progetti to GIL Capital, to the international tender for the design and installation of a photovoltaic plant with a total capacity of 10 MW in Tunisia.

 

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-TEPRO-30-10-2018

25Oct 2018
  • Planned measures to dispose of assets, the merger by incorporation of Softeco into TerniEnergia to complete the industrial turnaround process, a financial package for debt rescheduling
  • Continuation of negotiations with the main creditors
  • Call of the meeting of the bondholders of the “TerniEnergia Euro 25,000,000.00 Notes due 2019” bond issue to approve participation in the recovery and relaunch plan

 

The Board of Directors of TerniEnergia S.p.A. “(“TerniEnergia” or the “Company”), smart company listed on MTA of Borsa Italiana and part of the Italeaf Group, which met today, 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 art. 67, paragraph 3, letter d) r.d. 267/42 for the period 2018-2022 (the “Plan”).

The Plan, prepared with the assistance of KPMG as an industrial and financial advisor, is mainly based on:

  • a plan to divest the assets relating to the construction and sale of photovoltaic plants and the management of plants for the power generation 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 “digital energy” sector;
  • the merger by incorporation of Softeco Sismat Srl into TerniEnergia, to be carried out at the end of 2019 following the outcome of the disposal plan, 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 mentioned assets without recourse to the hypothesis of cancellation of the credit (“Pari-Passu Maneuver”); or (b) on a different principle of distribution between the 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 intervention on the amounts of the credits claimed by the bondholders (the “Balance and Withdrawal Maneuver”).

The main terms of the Plan approved today by the Board of Directors of TerniEnergia, which is still the subject of negotiations with the creditors, are set out below. These negotiations concern, among other things, the choice of the financial package to be applied with respect to the two alternative proposals mentioned above. All the measures envisaged must be considered as a single measure, as they compete with each other to achieve the objective of restoring the Company: The main terms of the Plan approved today by the Board of Directors of TerniEnergia, which is still subject of negotiations with the creditors, are set out below. These negotiations concern, among other things, the choice of the financial package to be applied with respect to the two alternative proposals mentioned above. All the measures envisaged must be considered as a single measure, as they compete with each other to achieve the objective of restoring the Company:

  1. Proposed divestiture measures

The photovoltaic assets and those of the CleanTech Business Unit will be disposed of by 31 December 2019 and, in particular, (i) the sale of the controlling interest in the EPC and O&M business units (aimed respectively at the construction and maintenance of photovoltaic plants); (ii) the sale of photovoltaic power generation plants, held directly or indirectly; (iii) the sale of plants for the treatment and recovery of end-of-life tyres; (iv) the sale of a plant for the purification of liquid waste and two biodigesters. As a result of these disposals, the Plan provides for a total financial benefit of approximately € 125 million (of which approximately € 48.6 million Equity Value and approximately € 77.2 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, once the divestment process has been completed, by the end of 2019. This transaction will allow TerniEnergia to complete the process of industrial turnaround with the entry into the hi-tech sector, qualifying the Company as a player fully engaged in the emerging sectors of energy digitization, thanks to the positive industrial results achieved by Softeco and the reserve of innovative prospects of the latter, guaranteed by research and development activities. The merger by incorporation will allow the control of the new market of “Digital Energy”, allowing TerniEnergia to fully exploit Softeco’s expertise in the development of increasingly advanced digital technologies for the entire energy chain, involving all stages, from production to sale, to final consumption. 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 rationalization of costs.

  1. Financial manoeuvre

a.1) Pari Passu Manoeuvre: this proposal for a financial manoeuvre provides for the full repayment of the Company’s debts and is based on the principle of a pari passu distribution, between financial institutions and bondholders, of the proceeds deriving from the disposal of the assets mentioned above without any write-off of receivables. On the basis of this proposal, taking into account the timeframe envisaged for the disposal of the above assets, the Group’s indebtedness towards financial institutions and bondholders at 31 March 2018 would be reduced by 31 December 2019 from approximately Euro 142.4 million to approximately Euro 35 million, while the remaining exposures at 31 December 2019 would be repaid, pari passu between the different types of exposures (see below) in annual instalments, with the flows deriving from TerniEnergia’s operations, until the full extinction of the debt due to financial institutions (with the exception of the financing institutions exposed to the subsidiary Softeco) and bondholders scheduled for 31 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 with the subsidiary Softeco), which will be repaid partly with the proceeds from disposals by 31 December 2019 and partly by 31 December 2026 with the cash flows from TerniEnergia’s operations, in the latter case in annual instalments equal to passu with the other exposures, (ii) moratorium on medium/long-term exposures outstanding at 31 March 2018. By 31 December 2019, these exposures will be reduced partly as a result of the acceptance of the related debt by the purchasers of the assets and partly through the proceeds from the disposals. The remainder will be repaid in annual instalments with the operating flows, by 31 December 2026, equal passu with respect to the other exposures; (iii) the moratorium on exposures deriving from leasing contracts until 31 December 2019. By 31 December 2019, the Leasing Exposures will be reduced to zero as a result of the assumption of the debt relating to the Leasing Exposures by the purchasers of the assets; (iv) the renegotiation of the interest rates accrued and accruing from 1 July 2018 for all the aforesaid exposures to Euribor 6 months + 150 basis points; or alternatively

a.2) Full and final settlement Manoeuvre: this proposal for financial manoeuvre is based on a different principle of distribution between financial institutions and bondholders of the proceeds deriving from the disposals and consists in the payment in full and final settlement of 68% of the past due exposures claimed by the financial institutions to the Group as at 31 December 2019 with a benefit linked to the waiver of part of the receivables for approximately Euro 7.4 million, to be divided proportionally between financial institutions. This partial waiver would not be applied to receivables claimed by bondholders. The residual due date as at 31 December 2019 would be repaid, pari passu, in annual instalments with the flows deriving from the operations of TerniEnergia, until the full extinction of the debt to financial institutions (with the exception of the financing institutions exposed to the subsidiary Softeco) and bondholders scheduled for 31 December 2025. This manoeuvre also envisages: (i) consolidation and moratorium on short-term lines outstanding as at 31 March 2018 (other than those due from the subsidiary Softeco), with payment in full and final settlement of 68% of these exposures by 31 December 2019, therefore with a partial waiver of the credit by financial institutions; (ii) the moratorium on medium/long-term exposures as at 31 March 2018 until 31 December 2019, which is expected to be reduced by that date partly as a result of the acceptance of the related debt by the purchasers of the assets and partly through the proceeds from the disposals, which will be used to make the payment in full and final settlement of the 68% of the share of these exposures which will be due on 31 December 2019 with a consequent partial waiver of the credit. The remainder will be repaid in annual instalments with the operating flows, until 31 December 2025, equal passu with respect to the other exposures; (iii) moratorium on exposures deriving from leasing contracts until 31 December 2019. By 31 December 2019, the Leasing Exposures will be cancelled as a result of the assumption of the debt relating to the Leasing Exposures by the purchasers of the assets; (iv) the renegotiation of the interest rates accrued and accruing from 1 July 2018 for all the aforesaid exposures to Euribor 6 months + 150 basis points.

  1. b) A moratorium is envisaged on the exposures relating to the “TerniEnergia Euro 25,000,000.00 Notes due 2019” bond outstanding at 31 March 2018 until 31 December 2019, with a total reduction of Euro 11.7 million through the use of the proceeds from the disposals. The remainder will be repaid in annual instalments with the flows deriving from TerniEnergia’s activities, until the full extinction envisaged for 31 December 2026, in the case of Pari Passu Manoeuvre, or 31 December 2025, in the case of Full and final settlement Manoeuvre. The amendments to the “TerniEnergia Euro 25,000,000.00 Notes due 2019” bond issue must be approved by the relevant meeting of bondholders, whose resolutions must be adopted with the favorable vote, respectively, of as many bondholders as represent half of the bonds issued and not extinguished, on any call held at the meetings. Pending the definition of the financial package, the Board of Directors deems it appropriate to convene a preliminary meeting of bondholders to postpone the current final maturity date of the aforementioned bond issue, and the payment of interest 2018, to 30 September 2019. Furthermore, this bondoholders’ meeting have to approve the participation of the bondholders in the Plan and take the necessary or appropriate measures to avoid that the participation of TerniEnergia in the Plan determines, in accordance with the regulations of the bond loan, a hypothesis of early repayment of the same. This meeting will be called for 5 December 2018 and 14 December 2018 on second call. The appointment of the common representative has also been proposed as part of the agenda. The Company will publish the report illustrating the resolutions submitted to the approval of the bondholders within the terms of the law.

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

The Board of Directors therefore resolved to continue negotiations with creditors and bondholders, on the basis of what was approved today, reserving the right to follow closely the progress of negotiations and with the aim of concluding them and defining the Plan by the end of the year or at the beginning of 2019.

Finally, it should be noted that the decision on the implementation of one or other of the proposed financial measures depends on the willingness of the financial institutions and that activities are underway to ensure that these institutions express their opinion on the matter in time to allow the bondholders to be fully informed during the aforementioned call for a shareholders’ meeting and to allow the group companies involved to take any initiative in this regard.

 

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-25-10-2018

01Oct 2018

TerniEnergia, smart company listed on MTA of Borsa Italiana and part of the Italeaf Group, announces that today at the Ministry of Labour and Social Policy, in the presence of representatives of the Ministry of Economic Development and Arpal Umbria, an agreement was signed with trade unions and institutions for the continuation of the management of social safety nets, activated during 2017 following the withdrawal of the procedure of collective dismissal.

In fact, the company has called for 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.

In particular, the measures provided for in the agreement will allow TerniEnergia considerable savings, while allowing to maintain the full operational continuity of the company, and will be consistent with the Plan of Paths and Tools of Labour Active Policies provided for the complex crisis area of Terni and Narni.

 

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-CIG-01-10-2018

19Sep 2018
  • Acquisition of 50% of the JV Società Agricola Fotosolara Oristano Srl and Società Agricola Fotosolara Bonnanaro Srl, owners of photovoltaic plants for a total of approximately 1.7 MW; sale of 50% of the JV Investimenti e Infrastrutture Srl and Infocaciucci Srl, owners of photovoltaic plants for a total of approximately 1.6 MW.
  • Price of the acquisition transaction of approximately Euro 0.9 million
  • Consideration for the sale of approximately Euro 1.2 million
  • A balance in favour of TerniEnergia of about Euro 0.3 million is expected

 

TerniEnergia, smart company listed on MTA of Borsa Italiana and part of the Italeaf Group, and Renewable European Investment Italy 3 – REI III Srl, a company belonging to the Radiant Clean Energy Fund, signed today a deed of sale for the purchase and sale of companies owning photovoltaic plants in operation, held as joint ventures by the two companies.

The agreement, in the form of an exchange of shares, provides for the following:

  • the acquisition by TerniEnergia of 50% of the share capital of the JVs Società Agricola Fotosolara Oristano Srl and Società Agricola Fotosolara Bonnanaro Srl, owners of photovoltaic plants for a total of approximately 1.7 MW, held by REI III. The purchase and sale price was set by the Parties at approximately Euro 0.9 million;
  • the transfer by TerniEnergia to REI III of 50% of the share capital of the JV Investimenti e Infrastrutture Srl and Infocaciucci Srl, owners of photovoltaic plants for a total of approximately 1.6 MW. The purchase and sale price was determined by the Parties at approximately Euro 1.2 million.

The value of the assets was determined on the basis of an expert’s report entrusted to an independent expert.

The deed of sale is subject to typical suspensive and termination conditions for this type of transaction, including the release of waivers by the leasing companies that financed the SPVs. The payment of the balance of approximately Euro 0.3 million, given by the difference in the purchase and sale price relating to the transaction, is subject to the registration of the notarial deeds signed today.

The transaction was conducted by TerniEnergia with the strategic aim of rationalizing the portfolio of photovoltaic assets in the full availability of the Group, in order to pursue a facilitating condition for the potential sale of owned plants, as provided for in the Recovery and Relaunch Plan.

 

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-REI3-19-09-2018

17Sep 2018

 

  • The establishment of the newco “TerniEnergia Progetti” is planned to ensure business continuity and the safeguarding of n. 7 employees
  • Consideration of the operation equal to Euro 0.5 million

 

TerniEnergia, smart company listed on MTA of Borsa Italiana and part of the Italeaf Group, and GIL Capital Ltd, following what was communicated on May 25, 2018 and June 27, 2018, have signed today a preliminary agreement of binding nature for the acquisition by GIL Capital of a Newco called “TerniEnergia Progetti” which will include the branch of the PV EPC business (engineering, procurement, construction and commissioning) of TerniEnergia. The total consideration for the acquisition of 100% of the share capital of the Newco “TerniEnergia Progetti” by GIL Capital is equal to Euro 0.5 million. The payment will be made on the closing date of the transaction, which the Parties have undertaken to achieve during the first ten working days of the first month after the month during which the technical-contractual conditions to closing, which are typical of this type of operation, are achieved along with the approval of the transaction by the Trade Unions.

The agreement will ensure the continuity of the photovoltaic EPC business under a brand that is strongly established in the industry. The branch of the PV EPC business will continue operating from the existing office located in the industrial area of Nera Montoro (TR) guaranteeing the employment of 7 highly qualified technical employees of TerniEnergia. In fact, the Newco will absorb assets represented by highly professional employees, intellectual property rights and quality certifications, engineering and design capabilties, equipment and software relating to the activities carried out in the photovoltaic sector in Italy and abroad, with the exception of the construction contract of a photovoltaic plant in Tunisia.

It should be noted that the agreement concerns a reduced scope of business compared to what was envisaged in the letter of intent communicated on 25 May 2018, which was terminated by GIL Capital on 27 June 2018 in consideration of the fact that some of the conditions precedents envisaged have not been met.

The GIL Capital group was established in 2012 by the management buy-out of the British Greenray Holding group, which has been operating in the industrial maintenance sector for conventional thermoelectric plants since 1981. GIL Capital is owned and managed by Dr. Leonardo Montesi who has more than 30 years of professional experience in the plant engineering sector and 25 years as board member of large international companies in the sector.

 

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-GILCAP-17-09-2018

14Sep 2018
  • Signed an agreement with Sonnedix San Giorgio for the transfer of the share capital of the SPV Sonnenergia Srl, which includes the sold assets
  • Consideration of the transaction of approximately Euro 5.7 million, Enterprise Value of approximately Euro 31.3 million
  • The transaction involves the assumption by the buyer of financial debts linked to the plants for approximately Euro 25.6 million

 

TerniEnergia, smart company listed on MTA of Borsa Italiana and part of the Italeaf Group, and Sonnedix San Giorgio, S.r.l, a company wholly owned by institutional investors advised by J.P. Morgan Asset Management, following what was announced on March 16, 2018, has signed today the contract for the acquisition (closing) by Sonnedix San Giorgio of the SPV Sonnergia Srl, which includes the perimeter of the plants subject to the transaction. In particular, the transaction involves 10 photovoltaic plants in Italy with a total installed capacity of 11 MW, owned by the TerniEnergia Group.

The total consideration for the acquisition of 100% of the share capital of the SPV by Sonnedix San Giorgio is equal to approximately Euro 5.7 million. The payment, equal to approximately Euro 4.9 million, made at the time of the closing, was reduced by Euro 0.8 million, taking into account a mechanism for adjusting the price on the basis of the evolution of the Net Working Capital between 31 December 2016 and today. This figure may be subject to further adjustments, in relation to the checks that the parties have undertaken to complete in the next six months.

The transaction also involves the assumption by the Purchasers of financial debts related to the plants for approximately Euro 25.6 million. The Enterprise Value of the assets sold amounts to approximately Euro 31.3 million.

TerniEnergia and the Buyers were assisted by Orrick as legal advisors.

Press-release_TE-SON-14-09-2018