Italeaf

News from Italeaf

03Aug 2018
  • EPC and O&M business units, photovoltaic and Cleantech plants and energy efficiency financial assets were classified as “Assets held for sale” and sold for the purpose of supporting the industrial turnaround project.
  • Revenues equal to Euro 10.5 million, -26.1% (Euro 14.2 million as at 30 June 2017)*
  • EBITDA equal to Euro 0.7 million (Euro -0.3 million as at 30 June 2017)* with Ebitda Margin at 6.65%.
  • EBIT equal to Euro -1.5 million, +56.1% (Euro -3.4 million as at 30 June 2017)*, Result before taxes (EBT) equal to Euro -3.8 million, +32.8% (Euro -5.6 million as at 30 June 2017)*
  • Net result equal to Euro -3.5 million, +47% (Euro -6.5 million as at 30/6/2017)*
  • Net Financial Position of Euro 60 million, -33.15% (Euro 89.8 million at 31/12/2017)
  • Net equity equal to Euro 17.4 million (Euro 21 million as at 31/12/2017)
  • The board member Mr. Mario Marco Molteni appointed Lead Independent Director
  • Defined the compensation for directors

(*)The figures for the first half of 2017 have been restated in accordance with IFRS 5, taking into account the classification of the results of the assets held for sale – in accordance with the provisions of the recovery and relaunch plan referred to in the strategic guidelines communicated to the market on 27 April 2018 – as “held for sale” or “discontinued operations”, in order to provide consistent information in relation to discontinued operations or operations in the process of being disposed.

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

Further informations are provided in the Notes.

 

The Board of Directors of TerniEnergia, a smart company listed on the Italian Stock Exchange (MTA) and part of the Italeaf Group, today approved the half-year financial report as at June 30, 2018.

CONSOLIDATED RESULTS AS AT JUNE 30, 2018

Revenues, equal to Euro 10.5 million (Euro 14.2 million as of 30 June 2017; -26.1%). EBITDA amounted to Euro 0.7 million, with a significant improvement compared to 30 June 2017 (Euro -0.3 million), with Ebitda Margin at 6.65%.

The Net Operating Result (EBIT) is equal to Euro 1.5, with an improvement of 56.1% (Euro -3.4 million as at 30 June 2017), after amortisation, depreciation, provisions and write-downs of approximately Euro 2.2 million. Profit before taxes (EBT) also improved by 32.8% to Euro -3.8 million (Euro -5.6 million as of 30 June 2017).

The Net result amounted to Euro -3.5 million, compared to Euro -6.5 million as of June 30th , 2017 (+47%).

The Net Financial Position amounted to Euro 60 million (with a significant reduction compared to Euro 89.8 million at 31/12/2017) as a result of the application of IFRS 5, which resulted in the reclassification of a net financial debt of Euro 35.2 million. The non-current Net Financial Position is equal to Euro 0.2 million, while the short-term Net Financial Position is equal to Euro 59.8 million.

Shareholders’ Equity amounted to Euro 17.4 million (Euro 21 million at 31/12/2017, –17.38%), and also takes into account the treasury shares held in portfolio, which amount to 1,012,998 (2.15% of the share capital).

 

Assets held for sale

The engineering, procurement, and construction of photovoltaic plants (EPC), core business of the Group until the decision to start the transition to the new configuration of smart company, O&M (operation and maintenance) of photovoltaic plants and renewable energy production, development and management of environmental plants (Cleantech) and Esco for the implementation of energy efficiency projects, were classified as “held for sale” or discontinued operations, in accordance with IFRS 5 for a total amount of Euro 167.6 million, together with corresponding liabilities of Euro 106.2 million.

The net result for the period for this item was a loss of Euro -0.5 million, due to personnel costs attributable to the EPC business branch being divested, as provided for in the Relaunch and Recovery Plan. In particular, the EPC branch remained substantially inactive during the period, with the exclusion of the activities relating to the contract in Tunisia, as a result of the strategic transformation of the company and pending the conclusion of the sale processes.

The disposals envisaged are operations aimed at supporting the industrial turnaround project, as provided for in the Recovery and Relaunch Plan.

 

SIGNIFICANT EVENTS SUBSEQUENT TO THE END OF THE PERIOD

Two energy efficiency projects sold to Estra Clima Srl as part of the Group’s Recovery and Relaunch Plan

On July 23, 2018, TerniEnergia, announced that it has finalized and signed all the documents related to the sale of two branches of business related to energy efficiency measures to Estra Clima Srl, a company of the Estra Group. The company branches to be sold, with the relative financial and trade debts, refer to two energy efficiency lighting projects on behalf of two Tuscan municipalities, including the integrated management, ordinary and extraordinary maintenance of public lighting systems. The value of the two branches sold is equal to Euro 1.4 million gross of the debt relating to the financial lease on the plant of one of the two municipalities for Euro 0.45 million (inclusive of VAT) and trade payables for approximately Euro 0.25 million, as well as the value of some works to be carried out at the expense of Estra Clima for approximately Euro 0.17 million.

 

BUSINESS CONTINUITY AND BUSINESS OUTLOOK

Recovery and relaunch plan

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

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

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

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

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

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

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

 

Other resolutions of the Board of Directors

Director Mario Marco Molteni has been appointed Lead Independent Director.

The gross annual remuneration of executive and non-executive directors has been defined within the maximum amount defined by the Shareholders’ Meeting of 14 June 2018 (Euro 330,000), in addition to the reimbursement of expenses incurred in relation to the appointment, with the elimination, for the 2018 financial year, of the provision for the variable remuneration for executive directors and Executives with Strategic Responsibilities.

Finally, the Board of Directors approved the update of the Organizational Model pursuant to Legislative Decree 231/01 and also approved the Internal Audit plan.

 

Declaration pursuant to Article 154-bis, paragraph two, of the Consolidated Finance Act

The Officer responsible for the preparation of the corporate accounting documents, Mr Filippo Calisti, declares, pursuant to paragraph 2, art. 154-bis of the Consolidated Financial Act, that the accounting information that is contained in this press release correspond to the documentary results, the accounting books and records.

 

Deposit of documents

We inform you that the Half-Yearly Financial Report as of June 30, 2018 of the TerniEnergia Group, approved by the Board of Directors of TerniEnergia S.p.A. today, will be made available to the public, together with the report of the independent auditors, in the manner and terms provided by current legislation.

 

 

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

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

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

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

TerniEnergia is listed on the MTA of Borsa Italiana.

Press-release_TE1H2018-03-08-2018

31Jul 2018

Italeaf’s Board of Directors met today, for the first time after the renewal approved by the Shareholders’ Meeting, appointing Stefano Neri, Chairman, Monica Federici, Chief Executive Officer of the Company.

The structure of proxies was also confirmed:

  • to the Chairman the powers granted by law and the bylaws, the coordination of the Board of Directors and that of the Group’s strategic activities;
  • to the Chief Executive Officer, in brief, all the powers necessary to carry out acts pertaining to ordinary company business, with the exception of the powers reserved by law, and the bylaws to the Board of Directors, with a limit of Euro 500 thousand per individual transaction.

The composition of the Board of Directors is completed by Domenico De Marinis, an independent director.

Press-release_cda_31-07-2018

29Jun 2018
  • Approval of the Group’s 2017 financial statements and 2017 consolidated financial statements
  • The 2017 operating loss will be carried forward
  • The Board of Directors confirmed for the 2018-2020 three-year period
  • Board of Statutory Auditors appointed for the three-year period 2018-2020

 

The Annual Ordinary Shareholders’ Meeting of Italeaf SpA, the holding company and first Italian company builder active in the cleantech and smart innovation sectors, listed on the NASDAQ First North of the Stockholm Stock Exchange, was held on 29 June 2018 at the company’s headquarters in Narni (TR).

 

Resolutions

The Shareholders’ Meeting resolved in favour of all the items on the agenda, in compliance with the proposals described in the notice of call. The most significant resolutions are described below:

  • The financial statements for the year ended as at 31 December 2017 have been approved, as the Shareholders’ Meeting took note of the consolidated financial statements for the year ended as at 31 December 2017.
  • The Shareholders’ Meeting resolved to carry forward the 2017 loss of Euro 0.9 million.
  • The Shareholders’ Meeting resolved that the Board of Directors should be composed of three members. Stefano Neri, Monica Federici and Domenico De Marinis (independent director) were re-elected as members of the Board of Directors for the three-year period 2018-2020.
  • The Shareholders’ Meeting resolved that the members of the Board of Directors receive a total annual gross emolument of Euro 12,000.
  • The Shareholders’ Meeting resolved to appoint the members of the Board of Statutory Auditors. Andrea Bellucci, as Chairman; Fausto Sciamanna, as Statutory Auditor; Caterina Brescia, as Statutory Auditor; Marco Chieruzzi, as Alternate Auditor; Andrea Sattin, as Alternate Auditor, for the three-year period 2018-2020.
  • The Shareholders’ Meeting resolved as the gross annual emolument due to the Board of Statutory Auditors the amount of Euro 10,500.00, of which Euro 4,500 to the Chairman and Euro 3,000 to each standing auditor.

Press-release_AGSM_29-06-2018

27Jun 2018

With regard to the press release issued on May 25, 2018, relating to the signing of a non-binding “memorandum of understanding” finalized to the sale of the business branch “On site Engineering and Operations” (EPC and photovoltaic O&M) from TerniEnergia to GIL Capital Ltd, TerniEnergia informs that the transaction will not be completed due to the failure to meet some of the requirements, with particular reference to those of a technical-legal nature, typical of this type of transactions.

TerniEnergia S.p.A. is a smart company listed on MTA of Borsa Italiana and part of the Italeaf Group.

 

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

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

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

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

TerniEnergia is listed on the MTA of Borsa Italiana.

Press-release_TEEPC-27-06-2018

15Jun 2018

Italeaf SpA, following the press release issued on 14 June 2018 on the dissemination of the reports of the independent auditors EY SpA accompanying the consolidated annual financial report as at and for the year ended 31 December 2017 and the separate financial statements as at and for the year ended 31 December 2017 of Italeaf SpA, hereby announces that:

  1. The Independent Auditors acknowledge that the directors of Italeaf, in the note “Assessments on the going concern” report that on April 16, 2018 was approved by the subsidiary TerniEnergia S.p.A. a new recovery plan and relaunch for the period 2018-2022. TerniEnergia S.p.A., main asset of the Italeaf Group, outlines a path towards achieving a balanced economic, equity and financial position;
  2. in regard to this Plan, the Independent Auditors points out that there are, however, still many and significant profiles of uncertainty on the capacity of the TerniEnergia Group to continue to operate as a going concern related to (i) the actual ability of the Group to achieve the liquidity required by the recovery plan through the disposal of assets, (ii) the effective achievement of operating and economic-financial results substantially in line with the forecasts of growth in revenues and margins of the Smart Solution and Service business, (iii) the ability of the TerniEnergia Group to finalise positively the contacts in progress with the financing institutions to obtain the moratoria and renegotiate the financial debts and to complete the complex procedures necessary to reschedule the existing bond;
  3. due to uncertainties related to the ability of the subsidiary TerniEnergia S.p.A. to generate cash flows, as well as uncertainties related to the outcome of extraordinary transactions aimed at the sale of industrial areas and buildings owned by Italeaf, functional to the recovery from the current bank debt-exposure, the independent auditors EY SpA notes that the assumption of business continuity is subject to many significant uncertainties with potential interactions and possible cumulative effects on the financial statements;
  4. for these reasons, the reports of the auditing firm EY conclude that it is impossible to issue an opinion on the financial statements as at 31 december 2017.
  5. The Independent Auditors EY also included in their report a reference to Information for the Shareholders of Italeaf SpA on the explanatory note “Assets held for sale” of the consolidated financial statements as at December 31, 2017, which describes, among other things, the reasons on the basis of which the directors consider receivables totalling Euro 9 million claimed by the subsidiary TerniEnergia S.p.A. from the purchasers of some of its subsidiaries sold during 2014 to be recoverable. In particular, the directors report that the disposals of these equity investments are transactions with L&T City Real Estate Ltd (in relation to the sale of Solter S.r.l. and Energia Alternativa S.r.l.) and Ranalli Immobiliare S.r.l. (for the sale of the company Soltarenti S.r.l.), companies referable to a lawyer who has judicial assignments from the same subsidiary TerniEnergia S.p.A., as well as indirect shareholder of the same; in particular, on March 12, 2018 the subsidiary TerniEnergia S.p.A. and the above mentioned parties signed a deed of fulfilment of the termination conditions with the consequent repurchase by the Group of control of these companies, instrumental to a sale of the same to third parties, under a complex transaction of establishment of a newco and contribution of assets, details of which are provided in the notes. This will make it possible to offset the credit of Euro 9 million and to collect the proceeds from the a new sale, currently being defined, for some of the assets held for sale and estimated at approximately Euro 6 million.

The Reports of the Independent Auditors are available to the public at the Company’s registered office and on the Company’s website www.italeaf.com in the Investor Relations/Shareholders’ Meetings section, where the Consolidated Annual Financial Report as at 31 December 2017 and the Separate Financial Statements as at 31 December 2017 of Italeaf SpA are available too.

15Jun 2018

It should be noted that the reports of the Independent Auditors EY SpA have been issued today to accompany the Consolidated Annual Financial Report as at 31 December 2017 and the Separate Financial Statements as at 31 December 2017 of Italeaf SpA.

The reports of the independent auditors EY conclude that it is impossible to express an opinion on the financial statements as at 31 December 2017. Please refer to the full text of these reports, which are annexed to this press release.

The Independent Auditors’ Reports are available to the public at the Company’s registered office and on the Company’s website www.italeaf.com in the Investor Relations/Shareholders’ Meetings section, where the Consolidated Annual Financial Report as at 31 December 2017 and the Separate Financial Statements as at 31 December 2017 of Italeaf SpA are available.

Press-release_RelEY-14-06-2018+RelEYfull

14Jun 2018
  • Approval of the financial statements for the year ended 31 December 2017
  • Approval of the First Section of the Compensation Report pursuant to Article 123-ter of the Uniform Financial Code
  • Appointment of two co-opted directors: Paolo Allegretti and Stefania Bertolini
  • Appointment of a new independent director: Paolo Piccini, AU of Liguria Digitale and manager with 30 years of experience in the field of information and communication technologies, defense and security in multinational technology sector
  • Determination of the total compensation of Directors
  • Revocation of the 2017-2019 Stock Grant Plan approved on 2 May 2017
  • Provisions pursuant to Article 2446 of the Italian Civil Code

 

The ordinary and extraordinary Shareholders’ Meeting of TerniEnergia S.p.A., smart company listed on MTA of Borsa Italiana and part of the Italeaf Group, met today with Stefano Neri’s chairmanship.

 

Ordinary session

The Shareholders’ Meeting reviewed and approved the draft financial statements and took note of the presentation of the consolidated financial statements as at December 31, 2017.

 

CONSOLIDATED RESULTS AS AT DECEMBER 31, 2017

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

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

The Net Operating Result (EBIT) amounted to Euro -37.3 million (Euro 8.1 million as at 31 December 2016), after amortisation/depreciation, non-recurring provisions and write-downs of Euro 39.6 million (Euro 9.2 million in 2016). In particular, this figure was affected by write-downs of an exceptional and non-recurring nature, mainly due to the valuation of all industrial plants at fair value rather than value in use, as well as to the discontinuity of the EPC business, which is expected to be sold in the Recovery and Relaunch Plan referred to the strategic guidelines disclosed to the market on 27 March 2018.

The Net result amounted to Euro -39.6 million (Euro 1.15 million as at 31/12/2016), while the result before taxes (EBT) amounted to Euro -45.7 million.

Net financial position (NFP) amounted to Euro 89.8 million (Euro 93.9 million as at 31/12/2016), with an improvement of 4.3%, of which Euro 64.6 million was reclassified as short-term NFP, mainly for the definition of a moratorium on the Company’s current financial debt, in order to identify proposals for its rescheduling.

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

 

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

Revenues amounted to 33.6 million euros (30.7 million euros as at December 31, 2016). EBITDA amounted to Euro -2.7 million (Euro 3.9 million as at 31/12/2016). EBIT amounted to Euro -45.4 million (Euro -2.5 million as at 31/12/2016).

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

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

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

 

REMUNERATION REPORT EX ART. 123-TER D. DECREE 58/98

The Shareholders’ meeting approved the Remuneration Report of Directors and Managing Directors with strategic responsibility provided by art. 123-ter of D. Decree 58/98

 

APPOINTMENT OF TWO CO-OPTED DIRECTORS

The Shareholders’ Meeting also ratified the co-opting of Paolo Allegretti (executive director) and Stefania Bertolini (independent director) as Directors, who will remain in office until the expiry of the current Board of Directors and therefore until the date of the Shareholders’ Meeting called to approve the financial statements for the year ended 31 December 2018. According to what has been communicated to the Company, Dr. Stefania Bertolini does not own shares of TerniEnergia SpA, while Dr. Paolo Allegretti holds no. 7,777 shares of TerniEnergia S.p.A..

 

APPOINTMENT OF A NEW INDEPENDENT DIRECTOR

The Company’s Ordinary Shareholders’ Meeting appointed today eng. Paolo Piccini as a new independent director. Mr. Piccini has declared to possess the requisites of independence and respectability provided for by the law in force and by the By-Laws and that he not hold any shares of TerniEnergia.

Mr. Piccini’s Curriculum Vitae, hereinafter summarized, will be available on the company’s website www.ternienergia.com, Corporate Governance section.

Paolo Piccini, 57, graduated in electronic engineering from the University of Genoa, is currently the Sole Director of Liguria Digital and has 30 years of experience in groups in the technology sector Olivetti, Marconi, Finmeccanica. He has been an executive of the company since 1994. He gained his managerial profile through experience in top positions as general manager and managing director with full responsibility at the income statement level of multinational organizations with more than three thousand employees and business experience in the United States, Russia, Turkey and the Middle East and Great Britain.

Following the new appointment, the Board of Directors is composed as follows: Stefano Neri (Chairman with executive powers), Paolo Allegretti (with executive powers), Laura Bizzarri (with executive powers), Monica Federici, Paolo Ottone Migliavacca (independent director), Mario Marco Molteni (independent director), Stefania Bertolini (independent director) and Paolo Piccini (independent director).

 

DETERMINATION OF THE TOTAL REMUNERATION OF DIRECTORS

Finally, the Ordinary Shareholders’ Meeting approved a reduction in the maximum total compensation payable to the Board of Directors from 720,000 euros to 330,000 euros, and the elimination of the provision for variable compensation for executive Directors and Executives with Strategic Responsibilities.

 

Extraordinary session

REVOCATION OF THE 2017-2019 STOCK GRANT PLAN

The Extraordinary Shareholders’ Meeting, considering the Company’s assets, liabilities, financial position and profit or loss of current financial position and the provisions of art. 2446 of the Italian Civil Code, on the agenda of today’s Shareholders’ Meeting, resolved to revoke the 2017-2019 Stock Grant Plan, approved on 2 May 2017 by the same Shareholders’ Meeting, and to release the profit reserve serving the said Plan and called “restricted capital increase reserve serving the 2017-2019 Stock Grant Plan” for the corresponding amount to be allocated to the available equity reserve.

MEASURES EX ART. 2446 ITALIAN CIVIL CODE

Finally, the Extraordinary Shareholders’ Meeting of TerniEnergia S.p.A., in light of the relevant situation pursuant to art. 2446 of the Italian Civil Code, as already communicated on April 27, 2018 and May 14, 2018, resolved:

(a) to approve the financial statements of the Company as at 31 March 2018, which show a loss of €913,274 for the first quarter of 2018;

(b) to cover the total losses and negative reserves resulting from the balance sheet as at 31 March 2018 of Euro 49,828,229 (including the losses as at 31 December 2017 of Euro 42,189,512) and Euro 22,801,198, respectively, as follows:

– Euro 25,713,516 by the full utilization of all available reserves resulting from the same balance sheet;

– and the remaining amount of Euro 46,915,910 by reducing the Company’s share capital by a corresponding amount and, therefore, from Euro 59,197,230 to Euro 12,281,320.

 

DOCUMENTATION DEPOSIT

The minutes will be made available to the public within the terms and in the manner provided by law.

The Financial Statements of TernIEnergia S.p.A. and the Consolidated Financial Statements of the TerniEnergia Group as at December 31, 2017, approved by the Shareholders’ AGM, together with the documentation required by law, are available to the public at the registered office, the website www.ternienergia.com, (Investor Relations/Financial Reporting section) and on the authorised storage mechanism 1Info at www.1info.it.

The documentation relating to the members of the Board of Directors and Board of Statutory Auditors appointed, including the curriculum vitae and the declarations of independence of the independent directors appointed is available in the Investor Relations/Shareholders’ Meetings section on the website www.ternienergia.com.

 

The Manager responsible for preparing the company’s financial reports, Filippo Calisti, declares, pursuant to paragraph 2 of Article 154-bis of the Consolidated Law on Finance, that the accounting information contained in this press release corresponds to the document results, books and accounting records.

 

 

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

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

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

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

TerniEnergia is listed on the MTA of Borsa Italiana.

Press-release_TEASS-14-06-2018

13Jun 2018

Notice of call of the ordinary shareholders’ general meeting

 

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 June 29, 2018, at 9 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

 

1) Approval of the financial statements for the year ended as at 31 December 2017, presentation of the Board of Directors’ report on operations, the report of the Board of Statutory Auditors and the report of the independent auditors; related and consequent resolutions. Presentation of the consolidated financial statements for the year ended as at 31 December 2017.

2) Determination of the number of directors and appointment of the Board of Directors; determination of total emoluments pursuant to art. 29 of the By-laws; related and consequent resolutions.

3) Appointment of the Board of Statutory Auditors, determination of emoluments pursuant to art. 35 of the By-laws; related and consequent resolutions.

 

Information relating to:

  • participation and voting of the Shareholders’ meeting (it is specified that the record date is June 26, 2018);
  • 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_notAGSM-13-06-2018

11Jun 2018

The Board of Directors of TerniEnergia, smart company listed on MTA of Borsa Italiana and part of the Italeaf Group, met today, took note of the resignation with immediate effect of the board member and vice-president of the Company, Mr. Giulio Gallazzi. The decision was taken by Mr. Gallazzi believing that a further presence in the Board of Directors of TerniEnergia could no longer bring added value to the Board works, disagreeing himself with the path that the Company intended to undertake, preferring solutions aimed at a disposal of owned assets to be combined with agreements for the restructuring of bank debt, postponing a possible strengthening of equity to a later stage; the latter action, considered by Mr. Gallazzi, however, essential and priority over any other action.

The Board of Directors of TerniEnergia, taking note of the irrevocable resignation, thanked Giulio Gallazzi for the important and positive contribution made to the Company.

 

 

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

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

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

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

TerniEnergia is listed on the MTA of Borsa Italiana.

Pres-release-TECDA_11-06-2018

31May 2018

The Board of Directors approved the results as at 31 March 2018. NAV of Euro 22.7 million. Ebitda equal to Euro 0.36 million. Net result equal to Euro 41 thousand.

  • Revenues amounted to € 763 thousand (€ 8.6 million for the Italeaf Group consolidated)
  • EBITDA equal € 361 thousand (€ 1.35 million for the Italeaf Group consolidated)
  • EBIT amounted to € 219 thousand (€ -1.35 million for the Italeaf Group consolidated)
  • EBT equal to € 6 thousand (€ -3.3 million for the Italeaf Group consolidated)
  • Net result amounted to € 41 thousand (€ -2.68 million for the Italeaf Group consolidated)
  • Shareholders’ Equity amounted to € 27.7 million (€ 24.8 million for the Italeaf Group consolidated)
  • NFP of € 5 million (€ 114.5 million for the Italeaf Group consolidated)
  • NAV equal to € 22.7 million; NAV per share equal to € 1.32

 

The board of directors of Italeaf, holding company and first Italian company builder active in cleantech and smart innovation sectors, listed on NASDAQ First North, has approved today the interim report as at 31 March, 2018.

 

Financial highlights*

  As at march, 31 2018 VS march 31, 2017
 
in Euro
Net revenues from sales and services 763,050 -16.9%
EBITDA 360,744 48.2%
EBIT 218,987 142.1%
EBT (Pre-tax result) 6,054 104.3%
Net result 41,022 n.a. %
    VS  December, 31 2017
Shareholders’ Equity 27,835,950 0.1%
Total net financial position 17,539,725 2.6%

 

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

 

The NAV of Italeaf amounted to Euro 22.7 million as at 31 March 2018 (Euro 24.1 million as at December 31, 2017; -5.9 NAV per share equal to Euro 1.32.

 

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.

Press-release_1Q2018_31-05-2018+Interim Report1Q2018