Italeaf

News from Italeaf

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.

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

 

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

20Mar 2017

Skyrobotic, a company leader in the production of drones under 25 kilograms entirely Made in Italy, part of the Italeaf Group, announces that it has obtained the project certification by ENAC (National Civil Aviation Authority) for the unmanned aircraft system SR-SF6 (drone). By obtaining this certification, Skyrobotic will mass-produce the SAPR SR-SF6 qualified to carry out critical specialized operations, in line with what is specificied in article 10 paragraph 5 of Regulation “unmanned aircraft systems”.

The project certification introduced by ENAC in Regulation “unmanned aircraft systems” brings together, in a simplified way, the concepts that in the traditional world of aviation are known as DOA (Design Organization Approval), POA (Production Organisation Approval) and Type Certificate.

Skyrobotic is the first independent company to have obtained both aircraft certification EN 9100 and  project certification of its drones, developd for B2B customers for professional applications with high technological content. It is a further confirmation for the company and for its aircraft systems, which will allow Skyrobotic to interface itself with the most demanding reality in terms of quality and safety.

 

Skyrobotic S.p.A. is the Italian leading company in the field of UAV (drones) production. Established in December 2013, it is part of Italeaf group, working on the development, manufacturing and marketing og civil and commercial drones, mini and micro classes for the professional market. With a constant focus on innovation, the company aims to achieve leadership in the professional sector of unmanned aircraft, taking care of the whole industrial chain: from design to the system integration, till the production of reliable and effective platforms. Skyrobotic joins track record, operational experience and the financial capacity of Italeaf, which is leader in the fields of cleantech and innovative industry and listed on the MTF NASDAQ First North at the Stockholm Stock Exchange. Moreover Skyrobotic joins the know-how and experience of Siralab Robotics, a company with high technological content.

 

 

15Mar 2017

 

TerniEnergia announces that, following the approval of the 2016 financial statements and consolidated financial statements, Dr. Massimiliano Salvi, non-executive Vice-Chairman, and rag. Domenico De Marinis, independent director, Chairman of the Related Party Committee and member of the Control Risk and Remuneration Committees, have decided today to step down from the Board of Directors, for a greater load of professional commitments in companies outside the Group.

The Board of Directors, under the chairmanship of Stefano Neri, accepting the resignation, addressed a sincere thanks to Dr. Massimiliano Salvi and rag. Domenico De Marinis for the commitment by them profused in favor of the Company and their contribution in the period in which they served as directors.

The Board of Directors, with the favorable opinion of the Board of Auditors, therefore resolved to appoint by cooptation Ing. Piero Manzoni and Dr. Giulio Gallazzi as new Board Members of the Company, qualifying them as “not independent”, within the meaning of applicable regulatory requirements. The directors so appointed, who will hold office until the next Shareholders’ Meeting, based on the information available to the Company, do not have an equity interest in TerniEnergia S.p.A..

It is specified that Piero Manzoni and Giulio Gallazzi have also declared their acceptance of the candidacy for the office of member of the TerniEnergia SpA Board of Directors, if the Shareholders’ Meeting, convened for April 26, 2017 on first call and, if necessary, on on 27 April 2017, on second call, resolves to confirm the appointment of such directors as a result of cooptation pursuant to art. 2386. civ. and art. 13 of the Bylaws. The board member Mr. Manzoni adviser has also requested to make acceptance of the appointment to the analysis, verification and approval (pursuant to Article 2390 of the Civil Code) by the Shareholders’ Meeting, of any conflict of interest, even potential, including the assumed offices and those held in companies controlled by his family.

 

The chairman of TerniEnergia, Mr. Stefano Neri, stated:

“We feel that, with the entry of new directors, TerniEnergia operates an appropriate strengthening of the management and predisposes itself to impress a significantly acceleration to the international development process, crucial for the implementation of the strategic plan “Plug in the smart energy company”. With the entrance in the Board of directors of Ing. Manzoni and Dr. Gallazzi, TerniEnergia acquires the support of managerial and entrepreneurial figures of international standing, with strong skills of corporate and operational organization, experience in the implementation of the digital transformation, successful track record in the energy sector, asset management of renewable power plants and high-tech business management with strong relationship skills with the financial community, italians and international investors and technological and industrial partners. These are strategic profiles for the implementation of new business related to digital energy, the smart and mini grid and the development of systems, solutions, services and technologiacal products dedicated to the energy and grids sector, as well as the opening of international markets, which we consider crucial to the achievement of challenging and ambitious development programs and growth of the Group”.

 

Profile of the new Board members

Piero Manzoni

Born in Bergamo on 8 October 1962, he graduated in Mechanical Engineering from the Milan Politecnico and holds a Master’s Degree in Business Administration. From 1989 to 1994 he worked in the Schneider Group (formerly Marlin Gerin) and from 1994 to 2001 he held various senior management positions within the ABB Group in Italy, including General Manager of ABB Solutions. His last experience within the ABB Group was as CEO and Country Manager of ABB Ltd in Libya, for the entire business of the Swiss-Swedish group. He joined Siemens Italia in July 2001, where he served as Managing Director of Siemens Power until April 2006. Among other offices, he was also appointed President of Fiat Avio Power Services SpA, President and CEO of Telegyr SpA and President of Bonus Wind Power Italia SpA. During the same period has served on the Board of CESI and on the Executive Committee of the Anie Federation. From April 2006 to November 2008 he served as CEO of Atel Energia SpA and was also appointed President of Energit SpA, as well as serving on the board of the World Energy Council for Italy. He held the positions of Managing Director of Falck Renewables SpA and Falck Energy SpA, Managing Director and General Manager of Falck SpA, Chairman of Falck Renewables Wind Ltd until the end of December 2015, and member of the committee of Assolombarda Assoelettrica and Aper. Ing. Piero Manzoni served as Chief Executive Officer of Innovatec S.p.A. from April 16, 2016 to June 24, 2016. He is currently CEO of Neorurale SpA and Chairman of MenoEnergia.

 

Giulio Gallazzi

Giulio Gallazzi has an MBA (Cum Magna Laude) from SDA Bocconi Business School, Milan. As part of his MBA program he joined Harvard Business School where he completed his MBA thesis as a visiting scholar.

He began his working life in the United States, working as a senior consultant for a major American management consultancy. In 1994 he returned to Italy becoming Partner and Managing Director of VV&A, a leading Italian management consultancy. In 2001 in Milan, Giulio Gallazzi founded SRI SpA, his own advisory company in Italy, offering business development strategies, corporate financial advisory and investor relations services with a special emphasis on social and environment responsibility. Today this venture has become the SRI Group, a UK-based holding company with operational offices in London, Milan, Rome, Shanghai, Beijing, Hong Kong, Monterrey and Mexico City and several collaborations in 15 other countries worldwide. The nine subsidiary companies of the SRI Group offer advice on business development, market entry strategies, sustainable finance, mergers and acquisitions, corporate restructuring and corporate governance. Among them is SRI Capital Advisers, an FCA regulated business which provides innovative investment advisory solutions for corporate and institutional investors. NPV focuses on business management advice in the corporate sphere with special competences and skills in the energy and infrastructures sectors. He is currently a member of the Management Board of Banca Carige, one of the largest banks in Italy. From 2014 to 2016, he was also a member of the Management Board of Ansaldo STS, a stock exchange listed company in Milan. Giulio works closely with a wide range of academic institutions, foundations and other not-for-profit organizations. This has helped SRI Group develop its distinctive network of connections which includes government institutions and major universities as well environmental, charitable and religious institutions. He is a visiting Professor at the John Paul II Pontifical Institute for Studies on Marriage and the Family in the Vatican, where he lectures on finance and sustainable development issues, and is on the board of the Benedict XVI Foundation for Marriage and the Family. During the course of his career, Giulio has published widely on issues related to corporate management and financial restructuring issues.

 

The complete curricula vitae of Piero Manzoni and Giulio Gallazzi are available on the web site of the Company www.ternienergia.com.

 

The Board of Directors – following the resignation of De Marinis – has also integrated today the members of the Related Parties Committee, the Remuneration Committee and the Committee for Internal Control, who will remain in office until the end of their office of Directors of the Company. The independent directors Paolo Ottone Migliavacca, Mario Molteni and Laura Rossi are members of the Related Parties Committee, the Committee for Internal Control and the Remuneration Committee. Laura Rossi was appointed Chairman of the Related Parties Committee.

 

 

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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15Mar 2017

 

  • Revenues of Euro 86.1 million, -76.7% (Euro 368.7 million as at 31/12/2015)
  • EBITDA of Euro 17.3 million, -31.4% (Euro 25.2 million as at 31/12/2015), Ebitda Margin equal to 20.1% (6,85% as at 31/12/2015)
  • EBIT of Euro 7.9 million, -54%% (Euro 17.1 million as at 31/12/2015)
  • EBT of Euro 2.5 million, -59.6% (Euro 6.1 million as at 31/12/2015)
  • Net income of Euro 1.1 million, -58.8% (Euro 2.5 million as at 31/12/2015)
  • Net financial position of Euro 93.7 million, of which in short term Euro 15.7 million (Euro 89.5 million, al 30/09/2016, of which in short term Euro 9.6 million)
  • Net equity amount to Euro 57.1 million (Euro 54.2 million as at 30/09/2016)
  • Conferred to the executive directors the mandate to sign the contracts for the new PV plants of Zambia and Tunisia, the development of giant PV plant in Egypt and the acquisition of Energetic SpA

 

The Board of Directors of TerniEnergia, smart energy company active in the fields of renewable energy, energy efficiency, waste and energy management, listed on the Star segment of the Italian Stock Exchange and part of Italeaf Group, approved the interim financial report as at December 31, 2016.

Mr. Stefano Neri, Chairman of TerniEnergia, stated:

“TerniEnergia is totally focused on the execution of the new business plan, but with the approval of the 2016 financial statement, we are virtually closing the phase of transition to the strategic redesign and transformation of the Group. We are confident to have completed the most appropriate actions to change gear and to finalize a strong international outlook with ambitious profit target, outlined in the plan “Plug in the smart energy company”. Our Group is now ready to enter in a new growth era. The new TerniEnergia will play a role of Italian first mover in the digitization applied to the electricity sector, pursuing the new identity of Smart Energy Company. Through the process of growth through acquisitions, although not yet completed, we will complete the transformation from an identity of provider and system integrator, with high capital intensive business, to a technological player fully integrated along the entire energy value chain, able to combine the plant construction expertise with digital solutions to be implemented on the electrical infrastructure and the energy management services”.

 

 

CONSOLIDATED RESULTS AS AT DECEMBER 31, 2016

Revenues amounted to Euro 86.1 million. The decrease compared to the previous year (Euro 368.7 million; -77%) is attributable to the significant reduction in energy management business, resulting by the exit from the consolidation scope of Free Energia, pending the acquisition of a target company operating in the same sector (as already indicated in the Group’s strategic guidelines), in order to don’t change substantially the business model. The revenues of the acquired companies Softeco Sismat and Selesoft Consulting entered, however, in the scope of consolidation since 1 November 2016, following the signing of the relevant investment contracts. The acquisition of the mentioned companies contributed for around Euro 7 million to this result. This amount represents the so-called “Gain on bargain purchase” that, at the end of the Purchase Price Allocation process in accordance with international accounting standards, was recognised through profit or loss.

EBITDA amounted to Euro 17.3 million (Euro 25.2 million at December 31, 2015, -31.4%). The EBITDA margin amounted to 20.1%, with an increase compared to 2015 (6.85%), thanks to the mentioned “Gain on bargain purchase”.

Net operating income (EBIT) amounted to Euro 7.9 million (Euro 17.1 million as at December 31, 2015), after depreciation, amortization and non-recurring write-downs of Euro 9.5 million (Euro 8.1 million total in 2015). In particular, this result is affected by the negative effects arising from write-downs of investments in Veneto Banca, as well as other operating and financial assets totaling Euro 3.8 million.

Net income, which includes the share of earnings from the activity of JV, amounted to Euro 1.1 million (Euro 2.6 million as at 31/12/2015), while the profit before tax (EBT) amounted to Euro 2.5 million. On the Net income there is a significant incidence of a tax rate of 57% (similarly to the previous year, due to the effects of tax impositions held by some foreign subsidiaries).

Net financial position (NFP) was Euro 93.7 million (Euro 89.5 million at 30/09/2016), growing for entry into the perimeter of the Group companies and Softeco Selesoft. The current NFP is equal to Euro 78 million, while the short-term NFP amounted to Euro 15.7 million. The ratio NFP/EBITDA was 5.4x (compared to 3,46x of the year 2015).

Net equity amounted to Euro 57.1 million (Euro 54.2 million at 30/09/2016), while the Immobilized capital amounted to Euro 153 million, of which € 79.4 million related to tangible assets. Net equity takes into account the treasury shares held in portfolio, which amounted to no. 1,012,224.

 

INDUSTRIAL RESULTS AS AT DECEMBER 31, 2016

The the two “giant” worksites active in South Africa (photovoltaic plants of total capacity of 148.5 MWp on behalf of a leading Italian utility) has been completed with the consequent activation of the O&M (operation and maintenance) final contracts. The total number of photovoltaic plants built by TerniEnergia from the beginning of its activity is equal to 274, with an aggregate capacity of approximately 425,27 MWp (13.2 MWp in full ownership and 30 MWp in joint venture for the Power Generation activity). Moreover, are connected to the grid biomass plants for a total of 1.5 MWe and 2 MWt.

The total energy production of the full ownership and joint ventures plants for the power generation business, in the first half was equal to around 60.4 million kWh. In the environmental sector are operating two treatment and recycle plant of end of life tires (ELTs), the GreenAsm biodigestion and composting plant and finally the groundwater remediation plant in Nera Montoro (TR).

The line of business energy management handled 5.86 GWh of energy and 42.2 million standard cubic meters of gas equivalent to 446.640 MWh.

The energy saving LOB reported installations for approximately 6,200 lighting points with an expected savings of 14.66 million of kWh, equal to 2742 TEP.

The subsidiaries Softeco Sismat and Selesoft Consulting have managed, among others, the technological renewal of components (storage hardware and software) and back-up data center of a leading certification institute, while were started supply services and maintenance agreements contracts of remote control systems for customers of international standing, among which may be mentioned Siemens Digital Grid, ENEL GDS (Global Distribution Service), Unicredit. Finally, it was launched the project phase of testing for the installation of the automation solutions for the two interconnection stations of the HVDC link between Italy and Montenegro. The plant, with a capacity of 1000 MW of rated power, is at an advanced stage of construction site. All the automation logic is designed and built on proprietary technology MP48, on behalf of a leading international technological company.

 

TERNIENERGIA SPA RESULTS AS AT DECEMBER 31, 2016

Net revenues amounted to Euro 30.7 million (Euro 32.2 million at 31/12/2015). EBITDA amounted to Euro 3.8 million (Euro 11.5 million as at 31/12/2015). The Net result was a loss of Euro 6.7 million (Euro 2.1 million as at 31/12/2015).

 

SIGNIFICANT EVENTS OCCURRED AFTER THE END OF PERIOD

Fully subscribed the share capital increase approved on December 30, 2016

On January 16, 2017, Opened and simultaneously concluded the placement of n. 3 million of TerniEnergia shares (6.8% of the share capital). Transaction value of Euro 2.19 million, corresponding to a price of placement of the shares of new emission of Euro 0.73 p.s.. The Capital Increase will be used to support the internationalization of the Group and the Development of the digital energy business, particularly the growing market of the smart and micro grids.

 

Acquired order worth of USD 12.5 million in Tunisia

On January 17, 2017, TerniEnergia announced that has been acquired a order 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.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.

 

TerniEnergia enters into the cybersecurity industry and strengthens the activity on smart grids

On January 23, 2017, TerniEnergia announced that the digital company Softeco Sismat was appointed as coordinator of the Anastacia project, which involves a consortium of 14 partners including Thales, Atos, Ericsson and CNR, with a funding of approximately Euro 4 million under EU program Horizon 2020. The research project will focus on developing an IT risk prevention tools for systems based on the Internet of Things (IoT) and virtualized cloud architectures. It was assigned to the company also the second phase of the project “Smartgen”, a platform for smart grid management, financed for approximately Euro 1.3 million. The project involves the introduction of storage technologies on the city of Sanremo distribution grid. Finally, it was funded the project Prosfet on sustainability mobility in which Softeco Sismat is between 9 partners.

 

Final results of the Share Capital Increase

On January 25, 2017, TerniEnergia announced thet were paid the considerations relating to all n 3,0.00,000 newly issued shares of the Company deriving from the reserved share capital increse resolved by the Shareholders ‘Meeting on 30 December 2016 (“The Share Capital Increase”) at a price of Euro 0.73 each, for a total already paid amounted of  Euro 2.19 million. The share capital increase has been subscribed and paid by n. 3 investors. The newly issued ordinary shares subscribed have been made available to beneficiaries through authorized intermediaries on the same date.

 

Communication of changes in share capital

On January 27, 2017, TerniEnergia announced the new composition of the share capital (fully paid) after successful of the issuance of n. 3 million of new ordinary shares of the Company, resulting from the reserved capital increase resolved by the shareholders on December 30, 2016. The new share capital amounts to Euro 59,197,230.00.

 

BUSINESS OUTLOOK

TerniEnergia, consequently to the acquisition of Softeco Sismat and Selesoft and to the strategic development programs identified by management, will complete the process of transformation in smart energy company active along the entire energy value chain, integrating, at the outcome of the due diligence procedures, the company Energetic, active in the energy management and trading “dual fuel” of gas and power. This agreement will also allow a significant increase in the activity of energy efficiency LOB, with an offer dedicated to the loyalty of the established customers of the company being acquired. This target will be pursued through the “hub” tools, an operational formula to unlock the industrial energy efficiency market through the formula “financing through third parties” (FTT) in Italy, will allow high growth potential thanks to the integration with Energetic and thanks to financial partnership and commercial agreements subscribed respectively with investment funds and players of the Energy efficiency sector for cross-selling activities.

Similarly, the transaction of integration envisaged in the Gas & Power segment, will strengthen the Business Line “Energy Management”, enhancing the power generation from renewable energy plants and generating a large bouquet of offers and services, strategic to pursue the claim on the market dual fuel for industrial and public administrations customers.

The initial phase of the year 2017, will be focused in the entering in the field of services and development and industrial production solutions and smart technologies for the transmission and distribution of energy (smart grid), the flexible and timely management of production and energy consumption, energy efficiency, management of renewable energy and cleantech (energy islands). The Group intends to integrate the activities in renewables, energy efficiency and energy management with systems and innovative solutions with high added value, making it possible to introduce new technologies in the industry capable of act as a bridge between the industrial and “physical” business and the digital and “virtual” too.

TerniEnergia’ LOB Technical services is strengthening the activities of scouting and market analysis for the development of new projects and to participate in new international tenders as “EPC contractor” for large utility or primary investors. Among the planned activities, the development of a giant scale plant in Egypt, important orders in Africa (Tunisia and Zambia) and landing in new high-growth markets (India). TerniEnergia aims to develop new growth opportunities in countries with considerable potential of growth, with the aim to consolidate its global presence, with a view to geographical diversification and maximization of the value created with internationalization strategy.

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

 

Other resolutions of the Board of Directors

The Board of Directors has resolved to grant to the executive directors Stefano Neri, Fabrizio Venturi and Laura Bizzarri the mandate to sign the contracts for the execution of orders for the construction of photovoltaic plants of utility scale in Tunisia and Zambia, respectively of installed capacity of 12.5 MWp and 34 MWp. Similarly, the Board has conferred to the executive directors a mandate to sign the contracts preparatory to the development of a new “giant” scale project in Egypt. Finally, the Board of Directors resolved to grant to the executive directors Stefano Neri and Laura Bizzarri the mandate for the signing of contracts for the purchase of the controlling stake in the company Energetic SpA, active in the energy management and energy trading sectors, with “dual fuel” offer of gas and power.

 

The Officer appointed for the preparation of accounting and corporate documents, Dott. Paolo Allegretti, states, pursuant to paragraph 2 of art. 154-bis of the consolidated Financial Act, that the accounting information that is contained in this press release corresponds to the results contained in the documents, books, and accounting records.

 

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

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

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

 

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