Latest News

Latest News

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

01Jun 2017
  • Giulio Gallazzi appointed as Vice-Chairman
  • The Board of Directors implements the Stock Grant Plan 2017-2019

The Board of Directors of TerniEnergia, a company part of the Italeaf Group, met today with Stefano Neri’s chairmanship, has appointed Chief Executive Officer and General Manager, giving him executive powers, eng. Piero Manzoni*, previously elected member of the Board of Directors of the Company by the Shareholders’ Meeting, held on May 2, 2017.

The CEO is therefore responsible for the overall governance of the Company and of the Group with powers of ordinary and extraordinary administration, with the attribution of the Company’s signature and legal representation, with the resolution of the Board of Directors.

The Chairman of TerniEnergia, Mr Stefano Neri, on behalf of all the members of the Board of Directors, expressed his appreciation for the appointment of Mr Manzoni, underlining “the importance of choosing an Italian manager with extensive international experience, high skills in the industrial energy field and a very important story in the management of complex realities, engaged in processes of transformation and growth of their business. We are confident that eng. Manzoni will drive TerniEnergia in a new development season, into high-tech contexts, reinforcing the internationalization process already undertaken and completing the integration process with new digital business, as smart energy, smart grids and smart cities”.

Piero Manzoni expressed his satisfaction for being part of the TerniEnergia Group, adding that “today the Company is called to a global challenging scenario: to prove and to bring worldwide its new skills and innovative solutions by on core competencies, at a stage of great transformation of the energy sector. Our main target will be focused on the development of an industrial plan that will maximize the Group’s technological strengths, especially considering the new “smart” evolution in both the energy and Industry 4.0 applications.. It is a challenging but, at the same time, compelling challenge: to create an industrial platform ready to be placed at the forefront of the competitive context of the energy and the Internet of Things revolution and fit to attract new investors into a renewed company focused on the development of innovative technologies”.

The Board then appointed the director Mr Giulio Gallazzi, who was elected by the Shareholders’ Meeting of the Company held on May 2, 2017, as Vice-Chairman of TerniEnergia.

As implementation of the resolution by which the Shareholders’ Meeting approved the adoption of a free allocation plan for ordinary shares (the “Stock Grant 2017-2019 Plan” – the “Plan”) on 2 May 2017, the Board of Directors of TerniEnergia SpA (The “Company”) approved the Rules of the Stock Grant Plan 2017-2019 and deliberated, following the favorable opinion of the Remuneration Committee: (i) to start the implementation of the Plan, taking the necessary measures to implement the Plan in accordance with the provisions of the relevant Rules; (ii) to assign to the newly elected CEO and General Manager eng. Piero Manzoni a maximum of no. 2,119,030 rights for the free allocation of an equal number of shares of the Company, under the terms and conditions set out in the Plan’s Rules and in the relevant assignment letter, subject to the achievement of the performance targets and the conditions laid down therein.

The adoption of the Plan is aimed at fostering the loyalty of the directors and employees of the Company and its subsidiaries, who occupy the most important positions and therefore are more directly responsible for the Company’s results, encouraging them to remain in the Group in a perspective, inter alia, to align the interests of the beneficiaries of the 2017-19 Stock Grant Plan with the pursuit of the priority target of creating value for shareholders, of a medium to longer-term horizon.

For a brief description of the reasons for the adoption of the Plan and its essential elements please refer to the press release of March 24, 2017, issued pursuant to art. 84-bis, paragraph 3, of the Regulation adopted by Consob with resolution no. 11971 of 14 May 1999 (the “Issuers Regulations”) and the Information Document prepared in accordance with Article 84-bis of the Issuers’ Regulations, both available on the Company’s website.

 

* Brief curriculum vitae of eng. Piero Manzoni

Piero Manzoni was born in Bergamo on 8 October 1962, previously worked in the Schneider Group (formerly Marlin Gerin) and from 1994 to 2001 he held several senior positions within ABB Group, Siemens Italia and he was Chief Executive Officer of Atel Energia SpA (today Alpiq). He was CEO of Falck Renewables SpA and Falck Energy SpA, CEO and General Manager of Falck SpA, Chairman of Falck Renewables Wind Ltd. He is currently CEO of Neorurale SpA, Chairman of MenoEnergia and Chairman of Acqua&Sole. Piero Manzoni holds a Bachelor of Mechanical Engineering from the Politecnico di Milano and a Master of Business Administration degree.

 

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 450 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 (Softeco Sismat, Selesoft, Greenled Industry,GreenAsm, Wisave, Ant Energy), 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-cda-2017-06-01

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

03May 2017

TerniEnergia, smart energy company part of the Italeaf Group, in relation to the press release disseminated today, clarifies that the contract subscribed with an indian company part of Juice Power Group, is referred only to the construction of the first three micro-grid plants for a total installed power of 3.5 MW and a consideration of approximately USD 3 million. The consideration of USD 10 million, previously mentioned, is referred to the entire first phase of a pipeline already defined for a total power installed of approximately 8.5 MW.

The contract, preparatory to the signing of an EPC framework agreement that will cover the successive stages of construction and upgrade of the plants, provides also for the implementation of engineering activities related to three photovoltaic plants with a total installed power of 3.5 MW and for the energy audit activity and the implementation of charging and storage technologies, smart control and management systems, as will be provided for the remaining 5 MW of the same first phase of the aforementioned pipeline.

  

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_india2-2017-05-03

03May 2017
  • The agreement for the engineering phase with a subsidiary of Juice Power amount to approximately USD 10 million
  • Expected the construction of three photovoltaic plants of the installed total power of 3.5 MW and the energy auditing activities for the implementation of load and storage technologies and smart control and management systems
  • The three plants will provide energy to industrial facilities in different sectors (tobacco, automotive and large-scale distribution) at Calcutta, Bangalore and at the Mumbai district

 

TerniEnergia, smart energy company part of the Italeaf Group, announces the signing of a contract for the implementation of three micro-smart grid plants for a consideration of approximately USD 10 million. The agreement was signed today in the framework of the broader agreement with Juice Power, which was announced to the market on December 30, 2016, for the development and construction of renewable energy generation plants and energy management infrastructures, including power plants on-site and off-site and energy storage systems, and to support JuicePower in managing its customer portfolio with smart energy management systems.

The contract, preparatory to the signing of an EPC framework agreement that will cover the successive stages of construction and upgrade of the plants, provides for the implementation of engineering activities related to three photovoltaic plants with a total installed power of 3.5 MW and the energy audit activity for the implementation of charging and storage technologies and smart control and management systems.

The three plants will provide diversified production activities by leading Indian companies (tobacco, automotive and large distribution) at Calcutta, Bangalore and the Mumbai district.

 

 

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_india-2017-05-03

02May 2017
  • Revenues of Euro 29.9 million, -4.59% (Euro 31.3 million as at 03/31/2016)
  • EBITDA amounted to Euro 3,4 million, -15.73% (Euro 4 million as at 03/31/2016), with EBITDA margin at 11.4%
  • EBIT amounted to Euro 1.4 million, -50.71% (Euro 2.8 million as at 03/31/2016)
  • Net profit amounted to Euro 0.2 million, -60% (Euro 0.6 million as at 03/31/2016)
  • NFP of Euro 91.2 million, short-term NFP of Euro 13.5 million (Euro 93.9 million as at 31/12/2016, short-term NFP of 14.8 million)
  • Net equity amounted to Euro 59.7 million, +3.85% (Euro 57.5 million as at 03/31/2016)

 

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 today the interim financial report as at March 31, 2017.

Stefano Neri, Chairman and CEO of TerniEnergia commented as follows:

The data for the first quarter of 2017 give us a change of scenario. There are encouraging signs of trend reversal in business performance over the previous months, considering also that the value of the new photovoltaic worksites in Africa has not yet been reflected in revenues. We also think that conditions will soon be available to strengthen this trend even in the most technologically advanced business sectors, such as energy efficiency and smart grids. Finally, we express great satisfaction for the unanimous pronouncement of the Shareholders’ Meeting regarding the confirmation of the appointment of new directors Piero Manzoni and Giulio Gallazzi. They are two managerial figures of international relevance and proven experience, which will help accelerate the implementation of the targets of TerniEnergia’s strategic plan, Mr Manzoni also with operational responsibilities”.

CONSOLIDATED RESULTS AS AT MARCH 31, 2017

Revenues amounted to Euro 29.9 million, showing the starting of the project phase of the PV EPC worksite in Tunisia, the recovery of energy and gas trading, the presence in the consolidation scope of Softeco Sismat and Selesoft Consulting, acquired since October 31, 2016. The comparison with the first quarter of 2016 (Euro 31.3 million; -4.59%), is a conditioned by an overall decrease of EPC activity following the completion occurred in the second half 2016 of the two giant worksites in South Africa.

EBITDA amounted to Euro 3.4 million, showing a decrease (-15.73%) compared to March 31, 2016 (Euro 4 million), with Ebitda Margin, equal to 11.39%.

Net operating income (EBIT) amounted to Euro 1.4 million (Euro 2.8 million as at March 31, 2016, -50.71%), after depreciation, amortization and write-downs of Euro 2 million (Euro 1.2 million at the same period of 2016).

Net profit, which includes the share of results from the activity of photovoltaic JV, amounted to Euro 0.2 million. Net income as at March 31, 2016 was Euro 0.6 million (-60.06%).

The net financial position amount to Euro 91.2 million (Euro 93.9 million at 12/31/2016). The non-current NFP is Euro 77.7 million, while the net financial position in short term amounted to Euro 13.5 million. The NFP/Net equity ratio equal to 1.52x, improves significantly (1.63x as at 31/12/2016).

The Net Equity amounted to Euro 59.7 million, with an increase of 3.85% (Euro 57.5 million at 12/31/2016. Net equity takes into account the treasury shares held in portfolio, which amounted to No. 1,012,224.

INDUSTRIAL RESULTS AS AT MARCH 31, 2017

The design phase for the 10MW photovoltaic plant for STEG in Tunisia started.

The total number of photovoltaic plants built by TerniEnergia from the beginning of its activity is equal to 274, with an aggregate capacity of 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 13.5 million kWh. The business line Energy management has managed about 19 million Standard cubic meters of gas equivalent to 199,680 MWh. The Energy saving business line has made interventions for 372 lighting points with an expected saving of 2.2 million KWh and 405 TEPs.

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).

SIGNIFICANT EVENTS OCCURRED AFTER THE END OF FINANCIAL PERIOD

Signed an energy efficiency contract for an amount of Euro 4.3 million

On April 5, 2017, TerniEnergia announced 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..

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.

The company is 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” one.

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).

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.

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 Paolo Allegretti, 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.

 

 

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_1q2017-2017-05-02

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.

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02May 2017
  • Approved the financial statements as at December 31, 2016
  • Approved the First Section of the Remuneration Report foreseen by art. 123-ter of the TUF
  • Appointment of the firm for the statutory audit: EY SpA
  • Appointment of two directors: Giulio Gallazzi and Piero Manzoni
  • Approved the remuneration and incentive policies for 2017 and 2018
  • Approved the Stock Grant Plan 2017-2019
  • Resolved the free Capital Increase for the Stock Grant Plan

 

The ordinary and extraordinary Shareholders’ Meeting of TerniEnergia S.p.A., 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, 2016.

CONSOLIDATED RESULTS AS AT DECEMBER 31, 2016

Revenues amounted to Euro 84.2 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.

EBITDA amounted to Euro 17.3 million (Euro 25.2 million at December 31, 2015, -31.3%). The EBITDA margin amounted to 20.6%.

Net operating income (EBIT) amounted to Euro 8.1 million (Euro 17.1 million as at December 31, 2015), after depreciation, amortization and non-recurring write-downs of Euro 9.2 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 1.15 million (Euro 2.6 million as at 31/12/2015; -55%), while the profit before tax (EBT) amounted to Euro 2.4 million.

Net financial position (NFP) was Euro 93.9 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 57.5 million (Euro 54.2 million at 30/09/2016), while the Immobilized capital amounted to Euro 150.7 million, of which Euro 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.

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 3.9 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).

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 STATUTORY AUDIT

It is recalled that, with the approval of the financial statements as at December 31, 2016, expired the appointment of statutory audit conferred for 2008-2016 to PWC SpA expired. Based on the reasoned proposal of the Board of Statutory Auditors, the Shareholders’ meeting has conferred today the mandate for the statutory audit of the consolidated and separate financial statements as well as of the consolidated half-yearly report of TerniEnergia SpA to the company EY SpA for the years 2017 to 2025.

APPOINTMENT OF TWO BOARD DIRECTORS

The Shareholders’ Meeting has also ratified the nomination for co-optation as Board Directors of ing. Piero Manzoni and Dr. Giulio Gallazzi, replacing Dr. Massimiliano Salvi and rag. Domenico De Marinis, confirming in 9 the number of members of the Board of Directors, as resolved by the Shareholders’ Meeting of April 27, 2016. By ratifying the appointments, the Shareholders’ Meeting conducted an analysis and verification of possible conflicts of interest, including potential, between the office assumed by Manzoni and those held in companies controlled by his own family and has authorized the same in general and preventive, to act as executive director of the Company (ex art. 2390 Cod. Civ).

Mr Manzoni and Mr Gallazzi will remain in office until the expiry of the current Board of Directors and until the date of the meeting called for the approval of the financial statements for the year ended at December 31, 2018. Following the new appointments, the Board of Directors is composed as follows: Stefano Neri (Chairman with executive powers), Fabrizio Venturi (with executive powers), Laura Bizzarri (with executive powers), Piero Manzoni, Giulio Gallazzi, Monica Federici, Paolo Ottone Migliavacca (Independent), Mario Marco Molteni (Independent) and Laura Rossi (Independent). According to the Company’s announcement, ing. Piero Manzoni and Dr. Giulio Gallazzi have no shares in TerniEnergia SpA.

REMUNERATION AND INCENTIVATION POLICIES

The Shareholders’ Meeting approved the Company and Group Policy on Remuneration and Incentives, which provides for the gross amount for the annual remuneration of the Board of Directors of Euro 720,000 plus legal fees and contributions. In addition, it is noted that with regard to the variable remuneration approved by the Shareholders’ Meeting on April 27, 2016, the same variable remuneration is confirmed for executive directors and managers with strategic responsibilities for the years 2017 and 2018, specifying that this will not be due to those who will benefit of the 2017-2019 Stock Grant Plan.

STOCK GRANT PLAN 2017-2019

The Shareholders’ Meeting approved the incentive and loyalty plan (the “Stock Grant Plan 2017-2019” – the “Plan”) based on Company’s actions in favor of top management. The Shareholders’ Meeting resolved to give the Board of Directors all the powers necessary for the actual implementation of the aforementioned Stock Grant Plan 2017-2019. To this end, by way of example and not exhaustive, the Board may, after hearing the Remuneration Committee, with the faculty of subdelegation, (i) implement the Plan by drafting the Rules; (ii) nominally identify the beneficiaries thereof; (iii) determine the number of rights to receive free shares of the Company to be assigned to each beneficiary; (iv) prepare and approve the documentation related to the implementation of the Plan.

In particular, the Plan provides free allocation to the beneficiaries of rights of free allocation up to maximum no. 2,354,478 shares subject to the achievement of predetermined performance targets. The Plan provides for the allocation of the shares to be conditioned (i) to the achievement of specific performance targets; and (ii) the fact that an employee relationship exists between the beneficiary and the Company or one of the subsidiaries on the date of the assignment of the shares. The shares in service of the Plan, in compliance with the applicable law provisions, will earn on a free share capital increase pursuant to Article 2349, paragraph 1 of the Italian Civil Code.

For any further details regarding the Plan, please refer to the Information Document prepared in accordance with Article 84-bis of Consob Regulation no. 11971/99 on Issuers, in pursuance of the provisions of Article 114-bis of Legislative Decree no. 58/98 (TUF).

CONSTITUTION OF A CONSTRAINED PROFITS RESERVE AT THE SERVICE OF STOCK GRANT PLAN

The Shareholders’ Meeting has finally resolved to ensure as of now the establishment of a specific reserve of liable equity to the aforementioned Stock Grant Plan 2017-2019, entitled “Reserve for a capital increase at the service of the 2017-2019 Grant Plan”, for a total of Euro 2,959,862, to be taken from a pre-existing reserve of free assets fed by “indefinite profits”, identified in the “Extraordinary Reserve”.

Extraordinary session

The Shareholders’ Meeting, following resolutions approved by the Ordinary Shareholders’ Meeting, has resolved the amendment to art. 5 of the Bylaws of the Company by inserting in the same the following provision: “The Extraordinary Shareholders’ Meeting may decide to allocate profits to employees of the Company or its subsidiaries through the issue of shares or other financial instruments, pursuant to art. 2349 of Italian Civil Code”.

The Shareholders’ Meeting also resolved to increase the share capital in a free and divisible way, pursuant to the first paragraph of Article 2349 of the Italian Civil Code, for a maximum of Euro 2,959,862 corresponding to, and therefore with the issue of maximum no. 2,354,478 new shares with the same characteristics as those in circulation and regular entitlement at the service of the Stock Grant Plan 2017-2019, through the use of a special reserve of profits to be executed by the date of the term of the Stock Grant Plan, meaning the capital increased on that date of the amount corresponding to the subscriptions collected.

The Shareholders’ Meeting resolved to delegate to the Board of Directors all the necessary faculties concerning the issue, including in several tranches, within the terms and conditions of the Stock Grant Plan 2017-2019, of the new shares serving the Plan as well as to make the related changes to Article 5 of the Bylaws so as to adjust the amount of share capital consequently, by providing for all the fulfillment of the provisions of the current provisional legislation.

Finally, the Shareholders’ Meeting has deliberated to give to the Chairman any appropriate power to implement the aforementioned resolutions by law, including any amendments or additions (which do not alter the substance of the deliberations themselves) that were required for enroll in the Register of Companies and provide for any fulfillment for the necessary purpose.

PUBLISHED 2016 FINANCIAL STATEMENTS FINALLY APPROVED

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, 2016, 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.

Based on the information available to the Company, none of the Directors or Statutory Auditors hold TerniEnergia S.p.A. shares, with the exception of Stefano Neri, who holds 125,697 TerniEnergia S.p.A. shares directly and 19,867,103 indirectly, Fabrizio Venturi, who holds directly 74,654 TerniEnergia S.p.A. shares, and Monica Federici who holds directly 16,058 TerniEnergia S.p.A. shares. 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.

 

 

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_agsm-2017-05-02