Italeaf

News from Italeaf

22May 2017
  • In the plan update: strengthening of the holding business resulting in reorganization of the operating structure, increasing of value creation from the investee companies, risk reduction through diversification of asset allocation and increasing of the investment turnover in companies, improving the real estate return, increased investment capacity through the “Club Deal” formula (concerted transactions between Italeaf and other shareholders), transfer of the strategic headquarter to Milan (close to market)
  • Confirmed the target ratios PFN/Shareholders’ equity lower than or equal to 0.8x and IRRs by each exit higher than or equal to 30%
  • Value creation target: NAV per share equal to or higher than the index Ftse Italia Small Cap

The board of directors of Italeaf, holding company and first Italian company builder active in cleantech and smart innovation sectors, listed on on NASDAQ OMX First North, has approved the update of the Strategic Development Plan 2015-2017 “Increase the value creation focusing on holding activity”.

The presentation slides of the plan are available on the company’s website at www.italeaf.com.

 

The Chairman and CEO of Italeaf, Mr Stefano Neri, stated:

The revision and updating of the Strategic Development Plan coincides with my appointment as CEO, for the first time in the history of our holding. I intend to put my commitment, my skills and my experience in the service of this exciting, new phase. In the three-year period 2015-2017, net of depreciations of non-strategic equity investments in two banks, the targets have been achieved. In the Plan update, our founding idea is confirmed in its goodness and validity, with a necessary evolution in the direction of growth, also due to the remarkable experiences gained and the overall context. The introduction in the national context of instruments such as PIRs, which give undue tax advantages to investors, will contribute to channeling savings towards the real economy and, in particular, to SMEs. We will therefore move to promote the creation of a platform for investment in innovative industrial initiatives, strengthening the identity of a dynamic operator in the investment sector towards SMEs of excellence with high growth prospects. To this end, we intend to boost the investment turnover process by favoring the exit process, including through the entry of new majority shareholders or investors, denying to Italeaf a conglomerate destiny that would slow down the development dynamics”.

 

“INCREASE THE VALUE CREATION FOCUSING ON HOLDING ACTIVITY”: KEY STRATEGIC LINES

Italeaf aims to consolidate its position as the first Italian independent company builder active in the cleantech and smart innovation sectors, enhancing focus on investment in innovative companies and value-added from equity management.

The updating of the plan “Increase the value creation focusing on holding activity”, therefore, bases its assumptions on a strong core businesss positioning in the direction of operational holding activity. The value creation model through the “Company Building” business is redefined, reducing the risk through the growth of the size of the investee companies. This target will be pursued scaling the stage of venture capital business, ranging from startup to early growth companies. This action will make it possible to resize the weight of the “global service” activity previously provided by Italeaf to the investee companies and subsidiaries, due to focus on the holding mission, resulting in a reorganization of the operating structure through a strong recovery in efficiency and a significant increase in the value of production. This will lead to a contraction in operating costs, which will result in a parallel decrease in service revenues.

Similarly, the target is to increase the return on real estate assets, to be allocated in terms of contribution to equity investment (the “Company Building” model) in industrial initiatives with high growth prospects.

The update of the development plan highlights, on the strategic side, a more pronounced tendency to diversify investment and industrial sectors of interest, with particular reference to cleantech, digital energy, internet of things, additive manufacturing and 3D printing, drones, green chemistry. It will be also intensified the value-generation for Italeaf’s shareholders and return investments through diversified exits (eg M&A, IPO or new majority shareholders or investors), accelerating the turnover process.

Within this target, Italeaf intends to increase its investment capacity and the size of the same through the “Club Deal formula”, giving life to investment or co-founding transactions concerted between Italeaf and some Shareholders and Investors, with a focus on companies or technologies with high growth potential.

In order to foster a relationship with the capital market and the main italian banks, Italeaf intends to transfer its strategic headquarters to Milan (close to market), differentiating the role of the headquarter in Umbria, which will have industrial, productive and operational goals, enhancing its technological vocation.

Confirmed the quantitative targets for the expected IRR for each investment equal to or higher than to 30% and NFP reduction with a NFP/Shareholders’ equity ratio lower than or equal to 0.8x.

To promote a greater visibility for the value creation process, a target for the NAV per share ratio is identified, corresponding to a percentage growth rate equal to or higher than the Ftse Italia Small Cap Index.

The plan provides for a revision of the dividend policy compared to the one announced in the previous strategic development plan, released in 2015. In the future, Italeaf intends to distribute a significant percentage of the value created by the abovementioned exit transactions, compatible with the target to reduce NFP.

From the strategic point of view, Italeaf expects to optimize the financial structure of operational needs, leveraging the value created by the subsidiaries and the startups to make new investments in business with high growth rate, to reward shareholders, to ease relations with the world of credit, to accelerate the development of industrial and commercial activities related to the new technology developed by the newcos or by the investee companies.

press-release_upst-2017-05-22slide

22May 2017
  • Revenues amounted to € 0.92 million (€ 30.1 million for the Italeaf Group consolidated)
  • EBITDA equal to € 0.24 million (€ 3.4 million for the Italeaf Group consolidated)
  • EBIT amounted to € 90 thousand (€ 1.2 million for the Italeaf Group consolidated)
  • EBT equal to € -139 thousand (€ -4 thousand for the Italeaf Group consolidated)
  • Net profit amounted to € 4 thousand (€ 0.27 million for the Italeaf Group consolidated)
  • Shareholders’ Equity amounted to € 27 million (€ 64.2 million for the Italeaf Group consolidated)
  • NFP of € 5 million (€ 108.2 million for the Italeaf Group consolidated)
  • NAV equal to € 32.8 million; NAV per share equal to € 2.12
  • Remodution of the bank debt with MPS, consistent with the PFN Reduction Guidelines

 

The board of directors of Italeaf, holding company and first Italian company builder active in cleantech and smart innovation sectors, listed on on NASDAQ OMX First North, has approved today the interim report as at 31 March, 2017.

 

Financial highlights*

  As at march, 31 2017 VS march 31, 2016
 
in Euro
Net revenues from sales and services 918,092 -3.2%
EBITDA 243,456 102.7%
EBIT 90,443 395.3%
EBT (Pre-tax result) (139,302) -197.7%
Net profit 4,698 -97.2%
    VS  December, 31 2016
Shareholders’ Equity 27,044,786 Unchanged %
Total net financial position 16,477,989 -3.1%

 

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

 

The NAV of Italeaf amounted to Euro 32.8 million as at 31 March 2017 (Euro 29.5 million as at December 31, 2016; +11%); NAV per share equal to Euro 2.12. The values reported do not take into account the “holding discount” that had previously been calculated by 20%.

 

The Interim Report as at March 31, 2017 in full version and in English will be published on the Company’s website and on Nasdaq Inpublic.

 

Other resolutions of the Board

The Board of Directors has appointed the chairman Stefano Neri as CEO and confirmed the powers of the executive director Monica Federici. The Board has also verified the existence of independence requirements by Domenico De Marinis.

The Board of Directors of Italeaf, in line with the guidance of progressive reduction of NFP, has also approved an agreement for the bank debt restructuring of about Euro 8 million with Monte dei Paschi di Siena S.p.A., that provides – inter alia – a modification of the technical forms of loan, with the improvement of the economic conditions applied. The agreement provides, in fact, a halving of annual interest expense of approximately Euro 0.4 million for the same loan. From a financial point of view, Italeaf’s commitment will be substantially unchanged from the current situation, taking into account the gradual capital reimbursement.

The current guarantee structure that already attends this loan has been confirmed, and provides for pledge on TerniEnergia shares for a countervalue of about Euro 9 million. The agreement also provides for Italeaf’s commitment to an extraordinary capital repayment equal to 50% of the distributed dividends if the Shareholders’ Meeting decides on the distribution of dividends.

press-release_interep1q-2017-05-22intrep-1

02May 2017

 

  • Approved the company’s financial statements 2016 and the Goup’s consolidated financial statements 2016
  • Mr Domenico De Marinis confirmed as Board member
  • Approved the capital increase with the exclusion of option rights for a maximum of Euro 2,499 million (2,499,000 shares)

 

The Ordinary and Extraordinary Annual Shareholders’ Meeting of Italeaf SpA, holding company and first Italian company builder active in cleantech and smart innovation, listed on NASDAQ First North on the Stockholm Stock Exchange, was held on May 2, 2017 at the company’s registered office at Narni (TR).

 

Ordinary session – Resolutions

The meeting resolved in favor of all proposed matters in accordance with the proposals described in the notice to the meeting. The most important resolutions are described below.

  • The Meeting has approved the Annual report 2016 and has adopted the consolidated financial statements as at 31 December 2016.
  • The Annual General Meeting resolved to confirm as member of the Board of Directors, pursuant to art. 2386 of the Italian civilian code, Mr. Domenico De Marinis who will remain in office until the expiration of the Board of Directors, ie until the Shareholders’ Meeting convened to approve the financial statements ending 31 December 2017.

 

Extraordinary session – Resolutions

The meeting has approved the capital increase, against payment, with of exclusion of options right pursuant to art. 2441 par. 5 of the Italian Civil Code. The newly issued shares will be offered for subscription in a private placement, without publication of the prospectus for the public offering and listing of the new shares, by virtue of the exemptions provided by art. 100 letters a), b) and c) of the TUF and art. 34-ter paragraph 1 letters a), b) and c) of Consob Regulation no. 11971/99, as subsequently amended (the “Private Placement”).

The newly issued shares, for a maximum of up to 2,499,000 (worth up to a maximum of Euro 2,499,000) will be offered to industrial investors and to italian and foreign institutional investors until June 15, 2017.

The capital increase will be conducted through the mechanisms of the private placement, at a price for each newly issued share set at a minimum of Euro 1.00.

The company has appointed SRI Capital Advisers Ltd, based in London, a company specialized in advising and arranging financial transactions as Financial Advisor.

press-release_agsm-2017-05-02

13Apr 2017

The shareholders are hereby summoned at the ordinary and extraordinary Annual General Meeting of Italeaf S.p.A. (hereinafter “the Company”) to be held on May 2, 2017, at 11 a.m. (CET), at the Company’s registered office in Strada dello Stabilimento 1, Frazione Nera Montoro, Municipality of di Narni (TR) Italy, to discuss and resolve upon the following:

 

AGENDA ORDINARY SESSION

 

1) Approval of the annual financial statement relating close at 12/31/2016, presentation of the Board of Directors report, Statutory auditors report, and external auditors; relating and consequent resolutions. Presentation of the annual consolidated financial statements closed at 12/31/2016.

2) Granting of the mandate to the external auditors and determination of their remuneration; relating and consequent resolutions;

3) Ratification of the appointment by the Board of Directors of one Director pursuant art. 2386 of the Italian Civil Code and determination of the total remuneration for the Board of Directors; relating and consequent resolutions.

4) resolutions relating to the Board of Statutory Auditors.

 

AGENDA EXTRAORDINARY SESSION

 

Increase of capital, against payment, with of exclusion of options right pursuant to art. 2441 par. 5 of the Italian Civil Code, in divisible form, with issuance of a maximum of 2,499,000 of ordinary shares and for a maximum amount of Euro 2,499,000, relating and consequent resolutions.

Information relating to:

  • participation and voting of the Shareholders’ meeting (it is specified that the record date is April 26, 2017);
  • vote by proxy;
  • documents submitted to the Shareholders’ meeting;

are contained in the general notice to convene, the fact of which – together with the documentation relating to the Shareholders’ meeting – are published on the company’s website www.italeaf.com under the investor relations section, to which reference is made.

press-release_notice-agsm-2017-04-13

11Apr 2017
  • The Board of Directors shall convene the Extraordinary Shareholders’ Meeting on 2 May 2017 to propose a capital increase with exclusion of option rights for up to Euro 2,499 million (no. 2,499,999 ordinary shares).
  • The capital increase will represent the tool to enhance the visibility of the company on Nasdaq First North, to foster the entry of new supportive investors-shareholders for the growth and to exploit potential opportunities in the market environment.

 

The Board of Directors of Italeaf, financial holding Company and first Italian Company Builder, active in cleantech and smart innovation, listed on Nasdaq First North, has resolved today to convene an Extraordinary Shareholders’ Meeting on May 2, 2017, to propose to the shareholders a capital increase, in one or more tranches, by paid subscription, in divisible form, with the exclusion of option rights pursuant to art. 2441, paragraph 5 of the Italian Civil Code. The newly issued shares will be offered for subscription in a private placement, without publication of the prospectus for the public offering and listing of the new shares by virtue of the exemptions provided by art. 100 letters a), b) and c) of the TUF Italian regulation and art. 34-ter, paragraph 1 letters a), b) and c) of Consob Issuers Regulation no. 11971/99, as amended (the “Private Placement”).

The proposal foresees that the new shares, for a maximum of up to 2,499,000 (for a counter value of up to Euro 2,499,000) may be offered to Italian and foreign institutional and industrial investors until June 15, 2017. The capital increase will be carried out through the proper mechanisms of the private placement, with a price of minimum Euro 1.00 per share. This minimum price was determined taking into account the provisions of Art. 2441, paragraph 6, of the Italian Civil Code. In particular, it was taken into account the market value of the Italeaf shares, traded on the Nasdaq First North market in Stockholm, MTF organized and operated by Nasdaq, responding to the need to achieve in the short term the main target of the placement of the new shares offered for subscription to institutional investors and/or industrial partners.

The transaction fits into the growth path that Italeaf followed uninterruptedly since it was established, partly as a result of the strategic development plan “Bridging the gap with a company builder”, and is therefore aimed to:

  • put the Company in the best equity and financial conditions ideal to enhance and consolidate its position in the growing market of innovative startups, combining its track record in the acceleration of new industries with the integration of new digital technologies;
  • use new financial resources to strengthen the equity of the newcos and startups investee and to establish new industrial companies, in order to increase the turnover of new startups and speed up the exit of those in the portfolio;
  • increasing the visibility of the share on NASDAQ First North market, at Stockholm Stock Exchange, allowing the entry of qualified and supportive investors or industrial partners, also in order to improve and consolidate the company’s strategy of innovation and internationalization;
  • promptly seize the best conditions offered by the market, eliminating, therefore, through a private placement exclusively reserved to qualified investors or industrial partners, the long time typically associated to the exercise of the option rights reserved to shareholders.

The financial resources raised through the capital increase will be placed at the service of industrial development of the Company and will not be, therefore, used to reduce or to change the debt structure.

Please note that the illustrative report prepared pursuant to art. 2441, sixth paragraph, of the Italian Civil Code, as well as other documents required by the Article 2441 of the Italian Civil Code, will be available to the public at the registered office, on the company website under Investor Relations section (www.italeaf.com) as well as at the centralized storage mechanism Inpublic (http://ip.globenewswire.com) at the Stockholm Stock Exchange and Nasdaq.

 

 

This information is information that Italeaf SpA is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out below, at 14.50 CET on 11 April 2017.

press-release_aucap-2017-04-11_ct

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

 

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

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

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

 

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

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

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

press-release_te-cos_cop-2017-04-05

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

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

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

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

 

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

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

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

press-release_te-cos_elt-2017-03-31

30Mar 2017

The first italian company builder presents its year end report for 2016. Last year showed the growth of internationalization and a solid development in the strategic repositioning of TerniEnergia, the main asset in the investment portfolio of the holding; to be recorded the significant growth of assets and business of the subsidiaries startups (established Numanova in the field of advanced metallurgy for 3D printing with metallic powders; Skyrobotic has been strengthened at equity level and has developed the B2B market for high-standing customers; established, between Italeaf HK and the Chinese partner Wulian, the JV WSAVE active in the IoT sector); exit of Wisave, as provided for in the strategic plan, with the acquisition by TerniEnergia of a stake of 88,22%, in order to create economic and industrial value within the Group.

 

  • Net asset value amounted to Euro 23.6 million (Euro 1.53 per share) as at December 31, 2016.
  • Core shareholdings contributed for Euro 24.4 million to Gross asset value during 2016, of which TerniEnergia (listed in Italy) for Euro 17.9 million.

Financial information

  • Consolidated net profit for the year was Euro -4.5 million (Euro -2 million for Italeaf parent company).
  • Consolidated Revenues amounted to Euro 85.8 million (Euro 7 million for Italeaf parent company).
  • Total consolidated NFP amounted to Euro 111.1 million (Euro 17 million for Italeaf parent company); Shareholders’ Equity was 61.8 million (Euro 27.3 million for Italeaf parent company)
  • Step down of the Board member Marco Diamanti, co-opted the new Director Domenico De Marinis, with experience in the financial sector

 

 

2016 was an industrially eventful year for Italeaf S.p.A., the first italian company builder, both in terms of new business development and internationalization for TerniEnergia, both in the progress made by the subsidiaries startup, which laid the foundations for further growth in the years ahead.

 

Commenting on the results, the Chairman Mr Stefano Neri said:

2016 was a very important year for our Company. The most significant result we achieved was the completion of a further stage of transformation of TerniEnergia, which represents 38.44% of the Gross Asset Value and determines a large part of our performance. During the year, TerniEnergia completed the acquisitions of the two digital companies Softeco Sismat andSelesoft Consulting, representing the Italian excellence in ICT solutions for the energy sector and that will allow our Group to be seen as the Italian first mover in the international development of the new smart and micro-grid business. The technological benefits of this corporate integration, will represent a great chance for the entire Italeaf Group, introducing the digital transformation also to the subsidiary companies, increasing their level of innovation and the growth opportunities. Precisely in this direction, we decided to establish Vitruviano Lab, a research center with a solid capitalization of EUR 1.8 million, and with tangible industrial assets, such as former Alcatel laboratory. In our strategic plan, this company – which already provides the involvement of other active R&D partners in promising fields such as special materials, green chemistry and circular economy – will be a catalyst for new opportunities and innovative business, as well as helping to attract facilitated financing instruments for the applied research.

During the 2016, Italeaf also achieved the target to enhance another start-up investee, with the exit of Wisave and the signing of a joint venture agreement with the Chinese multinational Wulian, confirming the goals of the strategic plan. The manufacturing newco Numanova, for the production of metal powders for the additive manufacture, has obtained the industrial and environmental permits for its activity and now it can program its own path of development and the start of the phase of production. Finally, Italeaf has been laid the basis for the achievement of important goals in business sustainability and value creation. Despite these excellent industrial and operating results, the contingent circumstances have forced us to depreciate the non-strategic minority interests in certain banks. It is an isolated fact, non-recurrent, but this vicissitude has affected the Group’s financial results.

Assuming the role of Chairman of Italeaf, I had in mind a priority: to renew our business and, at the same time, to program a new season of growth, with the aim of ensuring greater visibility and alignment between the interests of all our shareholders. Today we are confident to be in the position to make a consistent future development path, focusing on industrial innovation and facing with competitive solutions the international markets with the highest growth rate. Let us look, then, with pride to our recent past and to what we have achieved, but now we are giving our attention mainly into building better future for all our shareholders”.

 

The Board of Directors of Italeaf has approved today its financial report for 2016. It shows that following significant events has occurred during the year, and in particular in the second half.

 

Consolidated financial results (under IFRS international accounting standards)

The Net asset value (NAV) amounted to Euro 23.6 million (Euro 1.53 per share) as at December 31, 2016. The core shareholding contributed to Gross Asset Value during 2016 for Euro 24.4 million, of which Euro 17.9 million related to TerniEnergia (listed on the STAR segment of the Italian Stock Exchange).

Revenues amounted to Euro 85.8 million (Euro 371.3 million as at 31/12/2015, -76.9%), with a decrease due to the deconsolidation of Free Energia (energy trading) by TerniEnergia Group.

EBITDA amounted to Euro 17.1 million (Euro 16.6 million as at 31/12/2015, -35.6%).

EBIT amounted to Euro 2.2 million (Euro 16.3 million as at 31/12/2015, -86.6%).

Net result amounted to Euro -4.5 million (Euro 2.5 million as at 31/12/2015), while the EBT amounted to EUR -3.5 million (Euro 5.4 million at 31/12/2015).

The Net financial position amounted to Euro 111.1 million (Euro 104.2 million as at 31/12/2015).

Net equity was Euro 61.8 million (Euro 64.5 to 31/12/2015).

 

Separated financial results of the parent company Italeaf S.p.A. (According to the ITA GAAP method)

Revenues amounted to Euro 7 million (Euro 5.4 million as at 31/12/2015, +28.4).

EBITDA amounted to Euro 3.8 million, a significant increase (+104%) compared to December 31, 2015 (Euro 1.9 million).

EBIT amounted to Euro 3.2 million, with an improvement of 187.9% compared to 31/12/2015 (Euro 1.2 million).

Net result amounted to Euro -2 million (Euro 2.4 million as at 31/12/2015), while the EBT amounted to -2.5 million (Euro 1.75 million as at 31/12/2015), after depreciations related to non-strategic minority stakes held in banks for about Euro 5 million. Without considering these write-downs, however unrelated to the normal operations of the Company’s, the before tax profit would have amounted to Euro 2.6 million.

The Net financial position was Euro 17 million (Euro 16.1 million as at 31/12/2015).

Shareholders’ equity amounted to Euro 27.3 million (Euro 29.9 million as at 31/12/2015). Thanks to these results, the ratio NFP/Equity is equal to 0,63x, in line with the targets of the Plan (lower in the three years to 0.8x).

 

Dividend policy

The Board of Directors proposed to carry forward the loss for the year 2016.

 

Industrial results

  • TerniEnergia, main asset in the portfolio of the holding, has strengthened the internationalization with the achievement of important contracts in Africa and has completed new, relevant developments for its strategic repositioning, completing two major acquisitions in the ICT sector and starting the due diligence for the integration of a new company in the field of energy management, the dual fuel trading activity of gas and electrical energy;
  • the business of the subsidiaries start-ups has grown significantly. In particular, Skyrobotic consolidated its industrial activities, repositioned its own business model towards the B2B market and strengthened its equity structure; through Italeaf HK was established a JV WSAVE Co. Ltd. with Wulian, a Chinese company specializing in the Internet of Things (IoT) and member of the Board of Directors of the ZigBee Alliance; It was established Numanova SpA, a company active in the production of metal powders for Additive Manufacturing (3D printing), who got the environmental and production permits for the start-up of industrial activities;
  • the company completed the exit of Wisave, as scheduled in the strategic plan. The transaction closed with TerniEnergia represents a case of creating value both economic as industrial within the Group, thanks to the ”Open innovation” approach, integrating opportunities and technological skills into the Group. TerniEnergia acquired the 88.22% of the shares, the 78,22% from Italeaf and 10% from the cofounder Energy System. The transaction had a countervalue of Euro 0.7 million;
  • TerniEnergia connected to the grid and completed tow the “giant” construction sites in South Africa ensuring adherence with the timeline and with the contracts of EPC and O&M;
  • sold 50% of the JV Opera Power Srl, owner of a PV plant of around 0,9 MWp; the transaction price amount to € 327 thousand;
  • TerniEnergia finalized the acquisitions of Softeco Sismat and Selesoft Consulting, for a transaction fee of 3 million TerniEnergia treasury Shares to be listed on the STAR segment of the Italian Stock Exchange and Euro 2.3 million to be paid in cash in two phases (Euro 1 million by 30 November 2017 and Euro 1.3 million by March 31, 2018) no award of interest. The transaction enabled the Group to enter the promising field of Digital Energy (Smart and Micro-grids, digital engineering and smartness for energy and grids, telecommunications, smart solutions, IoT);
  • was established the nonprofit research center Vitruviano Lab, with a share capital of Euro 1.8 million and the transfer of assets such as former Alcatel laboratory, acquired by the Group. The activities of the new company will unfold in the areas of special materials, the digital transformation, green chemistry and clean technologies.

 

The Board also took note of the step down of Mr Marco Diamanti from the Board of Directors of Italeaf, for personal reasons. The Chairman Stefano Neri, on behalf of the entire Board, expressed deep gratitude to Mr Diamanti for his commitment and the work done and for his valuable contribution to Italeaf. Accepted the resignation of Mr Diamanti, in accordance with the regulation and the Bylaws, the Board has co-opted as Independent Director Mr Domenico De Marinis, manager with many years of experience in banking groups.

The curriculum vitae of the newly appointed Director is publicly available on the Company’s website at www.italeaf.com (Section Corporate Governance / Board of Directors).

24Mar 2017
Nera Montoro

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

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

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

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

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

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

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

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

 

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

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

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

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23Mar 2017

TerniEnergia – the first italian smart energy company active in the fields of renewable energy, energy efficiency, waste and energy management, listed on the Star segment of the Italian Stock Exchange and part of Italeaf Group – within the internationalization process of the PV EPC business, signed today a contract worth of approximately $ 12.5 million for the construction in Tunisia of an industrial scale photovoltaic plant for a total capacity of 10 MWp, on behalf of S.T.E.G. – Société Tunisienne de l’Electricité et du Gaz (STEG).

In particular, this is the first PV plant of utility scale to be built in Tunisia as part of a government pipeline for a total of 1 billion USD and with a total capacity of 1 GW (Tunisia Solar Plan), promoted by Selon Climate Action, the Directorate General for Energy of the Tunisian Ministry of Energy and Mining, which involves the installation of 320 MW of plants within STEG and 680 MW promoted and developed by private investors. The partnership between STEG and TerniEnergia, developed as part of a public-private arrangements strategy in the renewable energy and energy efficiency, will provide also a training program for staff and technicians of the same STEG.

The plant will be installed in locations Tozeur, about 450 km from Tunisi close to the Sahara desert. The order includes the full EPC (engineering, procurement and construction) activity, with the supply of PV modules and inverters. The construction site will start by the end of March and is scheduled a timeline of twelve months for the completion of the plant.The project includes major civil works and an area, with 6 small plants, for experimenting innovative technologies and solutions. In the construction site will be active more than 200 workers, involving local companies and suppliers. There will also be a technological collaboration with Steg Energies Renouvelables

The Board of Directors of TerniEnergia scheduled for tomorrow, March 24, 2017, will proceed to the establishment of a stable organization aimed at the realization of the projects in Tunisia.

 

 

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

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

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

press-release_te-cos_tunisia-2017-03-23en