Italeaf

News from Italeaf

24Jul 2017

Italeaf, financial holding Company and first Italian Company Builder, active in cleantech and smart innovation, listed on Nasdaq First North, announce that the Company has received from Nasdaq an exemption from the rules to publish its half-yearly report within two months. As a consequence of this authorization, the Board Meeting for the approval of the half-year financial report, previously scheduled between July 31 and August 4, will be held on September 29, 2017. In the same date the half-yearly report will be published.

The Company notes that the delay is determined by the decision taken by TerniEnergia, the main company of the Italeaf Group, to use the faculty under Italian law to approve its half-yearly financial report on 28 September 2017, within three months of the end of the period. Italeaf notes that this decision was taken by TerniEnergiain consequence that on June 1, 2017, the Board of TerniEnergia S.p.A. has conferred wide management powers to eng. Piero Manzoni. The newly elected CEO has the target to develop a new Industrial Plan aimed at enhancing the Group’s technological strengths. On May 2, 2017, the Shareholders’ Meeting also assigned the mandate for the statutory audit of the consolidated and separate financial statements and for the consolidated half-yearly report of TerniEnergia SpA to the company EY SpA, for the years 2017 to 2025. Finally, on July 7, 2017, the Board of TerniEnergia conferred a mandate to a Financial Primary Advisor to assist the Company in preparing the new Industrial Plan and to verify the possible ways for a financial consolidation.

Taking note of these circumstances, Italeaf considered appropriate to postpone the approval of the half-yearly financial report as outlined above, in order to be able to estimate the half-year results and the prospective elements of TerniEnergia’s new Industrial Plan.

press-release_evsoc_24-07-2017

30Jun 2017

Italeaf announces that, with reference to the transcation of capital increase to be offered to the shareholders according  to the articles 2438, 2439 e 2441 of the Civil Code, resolved by the General Shareholders’ Meeting of Numanova SpA 23 June 2017, the first tranche of n. 250,000 ordinary shares was issued at a price of 1 Euro, and was fully subscribed by Italeaf.

The new share capital of Numanova, following the subscription, amounts to Euro 3,250,000.

Numanova is a company active in the production of high quality metal powders from ferrous and not ferrous metal alloys for the additive manufacturing industry and the more advanced applications in areas such as aerospace, energy, mechanical, biomedical.

Numanova currently has 23 shareholders; the company’s shareholder structure is as follows: Italeaf S.p.A. 85.58%, Paolo Folgarait 6.19%, other shareholders 8.23%.

press-release_cos_num-2017-06-30en

23Jun 2017
  • The new Numanova share capital will be of up to Euro 5 million
  • The Capital Increase transaction will be used to support the industrial growth of the Company

The Shareholders’ Meeting of Numanova, part of the Italeaf group, which met in extraordinary session under the chairmanship of Stefano Neri, has unanimously resolved a share capital increase, divisible to be offered to the shareholders, pursuant to the articles 2438, 2439 e 2441 of the Italian Civil Code, of Euro 2 million, through the issue of new n. 2.000.000 shares without nominal value to be subscribed by 20 December 2017.

Upon the completion of the capital increase, that will be used to substain the growth of the productive activities of the company, Numanova will have a share capital of up to Euro 5 million.

Numanova is a company active in the production of high quality metal powders from ferrous and not ferrous metal alloys for the additive manufacturing industry and the more advanced applications in areas such as aerospace, energy, mechanical, biomedical.

Numanova currently has 23 shareholders; the company’s shareholder structure is as follows: Italeaf S.p.A. 85%, Paolo Folgarait 8.5%, other shareholders 6.5%.

press-release_cos_num-2017-06-23en

15Jun 2017
  • Concluded the placement of n. 1.7 million of Italeaf shares (9.92% of the new share capital)
  • Transaction value of Euro 1.7 million, corresponding to a price of placement of the shares of new emission of Euro 1 p.s.
  • The Capital Increase transaction will be used to support the acceleration of new industrial activities and to consolidate the holding business

The Board of Directors of Italeaf, financial holding and first Italian Company Builder, active in cleantech and smart innovation, listed on Nasdaq First North, has resolved today the placement of the Italeaf ordinary shares arising from the 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, approved by the shareholders’ meeting on May 2, 2017 (the ”Capital Increase”).

The newly issued shares were 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 Legislative Decree no. 58/1998 (TUF) and art. 34-ter, paragraph 1 letters a), b) and c) of Consob Issuers Regulation no.11971/99, as amended (the “Private Placement”).

The placement, corresponding to 9.92% of the new share capital, took place through a bookbuilding procedure and has been restricted to qualified investors in Italy and institutional investors abroad (the “Institutional Offering”). The Institutional Offering did not result in a solicitation to investment.

The share capital increase was subscribed and paid by 4 investors for n. 1,700,000 newly issued shares and a counter value of Euro 1.7 million.

The Board of Directors also determined the placement price of the new shares, equal to Euro 1 per share (the “Placing Price”). The Placing Price was determined in accordance with the criteria defined by the Shareholders’ Meeting and disclosed to the market on May 2, 2017. Following the subscription of the newly issued shares, the post-increase share capital will be Euro 17,144,000, divided into no. 17,144,000 ordinary shares.

Following the private placement, the direct and indirect shareholding of the Chairman and CEO of the Company, Stefano Neri, was reduced from 53.71% to 48.39% of the share capital.

The transaction is aimed at put the Company in the best capital and financial conditions for increasing and consolidating its position in the holding business, combining its track record in accelerating new industries with the integration of the new digital technologies. The transaction will also increase the visibility of the Italeaf on the NASDAQ First North, enabling the entry into the stock market of qualified investors or industrial entities, also in order to improve and consolidate the corporate strategy of innovation and internationalization.

The financial resources raised by the capital increase will be placed at the service of the industrial development of the Company and will therefore not be aimed at the reduction or the change in the structure of the net financial position.

Italeaf was assisted in the capital increase transaction by SRI Capital Advisers Ltd, headquartered in London, a company specialized in advising and arranging financial transactions, as financial advisor.

press-release_cos_cda-2017-06-15en

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

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

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

 

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

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

 

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

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

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

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

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

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

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

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

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

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

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

press-release_upst-2017-05-22slide

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

 

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

 

Financial highlights*

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

 

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

 

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

 

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

 

Other resolutions of the Board

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

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

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

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

02May 2017

 

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

 

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

 

Ordinary session – Resolutions

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

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

 

Extraordinary session – Resolutions

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

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

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

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

press-release_agsm-2017-05-02

13Apr 2017

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

 

AGENDA ORDINARY SESSION

 

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

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

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

4) resolutions relating to the Board of Statutory Auditors.

 

AGENDA EXTRAORDINARY SESSION

 

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

Information relating to:

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

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

press-release_notice-agsm-2017-04-13

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

 

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

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

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

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

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

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

 

 

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

press-release_aucap-2017-04-11_ct

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

 

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

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

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

 

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

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

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

press-release_te-cos_cop-2017-04-05