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Latest News

14Nov 2019

TerniEnergia, a smart company listed on the Italian Stock Exchange’s electronic share market (MTA) and part of the Italeaf Group, communicates that the digital company Softeco Sismat is a partner of the InGE project, coordinated by the City of Genoa and funded by the measure CEF – Connecting Europe Facility 2014-2020 aimed at promoting growth and competitiveness through infrastructure investments at European level.

The project received a contribution of approximately Euro 0.7 million, entirely financed by the European Union. The EU loan granted to Softeco amounts to Euro0.2 million. The objective of the project is the study and analysis of the ICT support structures for the realization of the intermodal node of Genoa Erzelli.

In particular, Softeco is involved in the analysis of innovative ICT services for intermodal transport to and from the Erzelli node, through the identification of appropriate MaaS (Mobility-as-a-Service) solutions.

The identification of technological solutions and ICT services aims to put the user at the centre of transport services, offering mobility solutions tailored to individual needs, simplifying access and use and connecting different transport systems. Other project partners are the Municipality of Genoa, the University of Genoa and the International Institute of Communications (IIC).

 

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 300 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, 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.  

14Nov 2019
  • The sale of the second tranche of a total perimeter of 22 photovoltaic plants to Mareccio Energia, a platform for the aggregation of assets in Italy of a primary investment fund, in partnership with the sponsor LCF Alliance, through the vehicle company Italia T1 Roncolo, has been completed.
  • Total capacity of the plants subject to closing equal to 4.8 MW
  • Net collection of the second tranche for TerniEnergia of approximately Euro 2.7 million (net of the Escrow account, equal to Euro 1 million, and of the minority interests in the JV, equal to Euro 1.3 million)
  • Total value of the transaction (Enterprise Value) of approximately Euro 15 million
  • Part of the purchase price, equal to Euro 1 million, will be deposited into an Escrow account as a guarantee of Seller’s performance and indemnity obligations
  • The transaction involves the assumption by the buyer of financial debts related to the plants for approximately Euro 10 million, of which approximately Euro 4 million related to the JV
  • The transaction was carried out as part of the Recovery and Relaunch Plan of the TerniEnergia Group

 

TerniEnergia, smart company listed on MTA of Borsa Italiana and part of the Italeaf Group, following the press releases issued respectively,on 16 May 2019 and on 6 June 2019, to which reference is made, announces that a second tranche of 5 photovoltaic plants in Italy with a total installed capacity of 4.8 MW, of the total perimeter covered by preliminary contracts represented by 22 photovoltaic plants with a total installed capacity of 19.3 MW, was closed for sale (by TerniEnergia itself, also through subsidiaries). The plants involved in the transaction were sold to the vehicle company Italia T1 Roncolo, headed by Mareccio Energia, a platform for the aggregation of photovoltaic plants in Italy of a leading investment fund, in partnership with the sponsor LCF Alliance.

The total price for the sale of the plants is equal to approximately Euro 5 million (Equity value), while the net collection for TerniEnergia will be equal to approximately Euro 2.7 million (net of the Escrow account, equal to Euro 1 million, and the minority interests in the JV, indicated below, equal to Euro 1.3 million), which was paid in cash.

The acquisition contract was signed after the establishment of 2 Newco, EA NC SERRADEICONTI2 S.r.l., EA NC LEQUILE5E6 S.r.l. and into which the portfolio of assets comprising a total of 3 plants with a total capacity of approximately 2.9 MW owned by the company EnergiaAlternativa S.r.l. was conferred.

The purchase price of these plants is approximately Euro 2.4 million, corresponding to the equity value determined at the reference date of 30 June 2018 (total enterprise value of approximately Euro 8.7 million). Part of the purchase price, equal to Euro 1 million, will be maintained in an Escrow account as a guarantee of the Seller’s obligations and indemnity obligations, and then released upon fulfilment of certain conditions expressly established by the parties.

In addition, 2 plants with a total capacity of 1.9 MW conferred to the newco “SOLTARENTI NC PALMISANO PAPALE S.r.l., equal JV between TerniEnergia and Ferrero Elettra, were sold. The purchase price for 100% of the SPV is approximately Euro 2.6 million, corresponding to the equity value determined at the reference date of 30 June 2018 (Enterprise value of approximately Euro 6.6 million). The transaction also involves the assumption by the Purchasers of financial debts related to the plants for approximately € 10 million, of which € 4 million related to the plants held in the JV.

TerniEnergia was assisted by Grimaldi Studio Legale, as legal advisor, with a team coordinated by the Partner, lawyer Annalisa Pescatori, and by EnVent Capital Markets as financial advisor. Italia T1 Roncolo S.r.l. and LCF Alliance were assisted by the Energy Team of Rödl & Partner, with a team led by Partner Roberto Pera, as legal advisor.

 

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 300 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, 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.  

07Nov 2019

TerniEnergia, a smart company listed on the Italian Stock Exchange’s electronic share market (MTA) and part of the Italeaf Group, met today for the first time since its appointment by the Shareholders’ Meeting held on 6 November 2019.

The Board of Directors, in compliance with the Code of Conduct published by Borsa Italiana and following the changes made to the members of the administrative body, carried out the self-assessment procedure, expressing a positive opinion on the adequacy of its size, its composition, the type and variety of skills and experience as a whole, its functioning and that of the Committees that will be set up within it. The Board of Directors also verified the existence of the independence requirements provided for by current legislation for its members (5 of whom 3 – Stefania Bertolini, Mario Marco Molteni and Paolo Piccini – possessing the independence requirements provided for by art. 148 ter of the Consolidated Law on Finance and those provided for by the Code of Conduct promoted by Borsa Italiana S.p.A.). As a result of this assessment, the existence of the independence requirements for the three directors qualified as independent is confirmed.

The Board appointed Director in charge of the Internal Control and Risk Management System, Laura Bizzarri.

The Chairman, Mr. Neri, was appointed Chief Executive Officer, with the conferral of powers of ordinary and extraordinary administration, with specific powers to personnel and the environment.

Laura Bizzarri, currently CEO of Softeco Sismat Srl, has been appointed executive director with broad powers of ordinary and extraordinary administration.

The Board of Directors also confirmed the establishment of the Control and Risk Committee, the Committee for Transactions with Related Parties and the Remuneration Committee within the Board, appointing, in the persons of Stefania Bertolini, Mario Marco Molteni and Paolo Piccini, the directors called upon to be members of each committee.

Director Mario Marco Molteni has been appointed Lead Independent Director.

The term of office is the same as that of the Board of Directors, i.e. until approval of the financial statements for the year ended at 31 December 2021. The curricula of the members of the above committees are available on the Company’s website at www.ternienergia.com.

On the basis of the information available to the Company, none of the Directors holds shares in TerniEnergia S.p.A., with the exception of Stefano Neri, who holds directly 125,697 shares and indirectly 19,867,102 shares in TerniEnergia S.p.A..

 

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 300 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, 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.  

06Nov 2019

The Group’s operating result and margins growing, thanks to sustainable business action in the digital sector and more efficient business processes

  • The first Section of the Remuneration Report pursuant to art. 123-ter of the Consolidated Law on Finance has been approved
  • Remuneration and incentive policies has been approved
  • Appointed the Board of Directors of TerniEnergia S.p.A. with 5 members and its Chairman, Stefano Neri, who will remain in office for the years 2019, 2020 and 2021
  • For the first time, the majority of the members of the Board of Directors are independent directors
  • Appointment of the Board of Statutory Auditors of TerniEnergia S.p.A., which will remain in office for the years 2019, 2020 and 2021
  • The integration of art. 4 of the Articles of Association has been approved

 

The Ordinary and Extraordinary Shareholders’ Meeting of TerniEnergia, a smart company listed on the electronic share market (MTA) of Borsa Italiana and part of the Italeaf Group, met today under the chairmanship of Stefano Neri.

 

Ordinary session

The Shareholders’ Meeting examined and approved the draft financial statements and acknowledged the presentation of the consolidated financial statements as at 31 December 2018.

 

CONSOLIDATED RESULTS AS AT DECEMBER 31, 2018

Revenues amounted to 24.5 million euros. The decrease compared to the previous year (28.5 million euros; 14%) is attributable to a contraction in the consulting business of the digital company Softeco Sismat and in the energy saving business of TerniEnergia. As regards to energy efficiency, this reduction is due to the Group’s financial tension, which has prevented the continuation of activities according to the original business model (“FTT – Financing Through Third Parties”). The new Recovery and Relaunch Plan envisages, in fact, a change in the business model of the sector and the launch of new projects with the supply and installation of technological systems. As regards the reduction in revenues from Softeco’s consulting activities, on the one hand, it is attributable to a strategic choice made by the Company aimed at efficiency and the development of new solutions, which has generated, on the other hand, a reduction in fixed costs but, at the same time, has enabled a considerable increase in margins.

 

Thanks to these actions, EBITDA returned to positive levels, reaching Euro 1.7 million (Euro -1.8 million as at 31 December 2017), with the contribution guaranteed in large part by the growth in the activities of the digital sector. These results show the start of the trend of strategic repositioning of the Group in sectors with higher added value, which characterize the development of the business in the period of the Plan. The Ebitda Margin is equal to 7%, improved compared to 2017.

The Net Operating Result (EBIT) is equal to Euro -4 million (Euro -14 million as at 31 December 2017), after amortisation and depreciation of Euro 4.5 million and non-recurring provisions and write-downs of Euro 1.3 million. Net of non-recurring provisions and write-downs, EBIT amounted to € -2.8 million, an improvement of 54% compared to the previous year.

The significant improvement shows a growth trend due to the actions taken by management to reposition the Group, in line with the strategic guidelines of the Recovery and Relaunch Plan.

The Net result amounted to Euro -10 million (Euro -40.5 million at 31/12/2017), an improvement of 75.2% due to the significant write-downs recorded in the previous year for assets classified as “held for sale” or “Discontinued operations”, in accordance with the international accounting standard IFRS 5. The disposals envisaged are operations aimed at supporting the industrial turnaround project, as envisaged in the Recovery and Relaunch Plan. Earnings before taxes (EBT) of ongoing activities amounted to Euro -8.6 million (Euro -20.2 million as at 21/12/2017; +57.3%).

The Net Financial Position amounted to Euro 65.2 million (Euro 104.3 million at 31/12/2017), an improvement of 37.5%.

Shareholders’ Equity amounted to Euro 11.4 million (Euro 21.3 million at 31/12/2017). Shareholders’ Equity also takes account of treasury shares held in portfolio, which amount to 1,012,224.

 

TERNIENERGIA S.P.A. RESULTS AS AT 31 DECEMBER 2018

Net Revenues amounted to Euro 5.7 million (Euro 6.6 million at 31/12/2017). The gross operating margin (EBITDA) amounted to Euro 1 million (Euro -1.5 million as at 31/12/2017). The Net operating result (EBIT) is equal to Euro -0.5 million (Euro -4.8 million as at 31/12/2017).

The Net result is negative for Euro 6.3 million (Euro -42.2 million as at 31/12/2017). The NFP amounts to Euro 61.8 million (Euro 71.3 million as at 31/12/2017), while the Shareholders’ Equity amounts to Euro 4.4 million (Euro 10.7 million as at 31/12/2016).

 

MEASURES EX 2446 COD. CIV.

The Ordinary Shareholders’ Meeting of TerniEnergia S.p.A., in light of the relevant situation pursuant to Article 2446 of the Italian Civil Code as already communicated on 24 September 2019, resolved:

(a) to acknowledge the financial position, results of operations and cash flows of the Company at December 31, 2018, which resulted in a loss of Euro 6,337,444, thus reducing the Shareholders’ Equity to Euro 4,364,936 compared with a share capital of Euro 12,281,320;

(b) to avail itself of the provisions of paragraph 2 of Article 2446 of the Italian Civil Code, and therefore to postpone any necessary capital reduction in proportion to the losses ascertained at the time of approval of the draft financial statements for the year ending 31 December 2019.

 

REMUNERATION REPORT PURSUANT TO ARTICLE 123-TER OF THE ITALIAN CIVIL CODE. LGS. 58/98

The Shareholders’ Meeting approved the Report on the Remuneration of Directors and Executives with Strategic Responsibilities pursuant to Article 123-ter of Legislative Decree 58/98.

 

RENEWAL OF CORPORATE BODIES

The Shareholders’ Meeting appointed the members of the Board of Directors, which will remain in office for the financial years 2019, 2020 and 2021, until the date of the Shareholders’ Meeting called to approve the financial statements as at 31 December 2021, the number of which was determined as 5 members, compared to 9 of the previous Board of Directors. The directors proposed in the list submitted by the majority shareholder Italeaf S.p.A. and voted by the Shareholders’ are: Stefano Neri, born in Terni (TR) on 14/09/1959, who took up the position of Chairman; Laura Bizzarri born in Foligno (PG) on 22/09/1971; Stefania Bertolini born in Milan (MI) on 30/12/1968; Mario Marco Molteni born in Varese (VA) on 18/09/1958; Paolo Piccini born in Genoa (GE) on 11/12/1960.

Stefania Bertolini, Mario Marco Molteni and Paolo Piccini have declared that they meet the independence requirements set out in the current provisions, including the Consolidated Law on Finance, and in the Code of Conduct. For the first time, the majority of the members of the Board of Directors are independent directors.

The 3 members of the Board of Statutory Auditors and the 2 alternate auditors appointed from list no. 1, which will remain in office for the years 2019, 2020 and 2021: Ernesto Santaniello born in Naples (NA) on 06/09/1943, who assumed the position of Chairman of the Board of Statutory Auditors; Andrea Bellucci born in Perugia (PG) on 10/11/1963, elected standing auditor; Simonetta Magni, born in Terni (TR) on 18/02/1968, elected standing auditor; Marco Chieruzzi born in Terni (TR) on 30/04/1960, elected alternate auditor; Caterina Brescia, born in Terni (TR) on 07/06/1971, elected alternate auditor.

 

DETERMINATION OF THE TOTAL REMUNERATION OF DIRECTORS

Finally, the Ordinary Shareholders’ Meeting approved the remuneration and incentive policy of the Company and the Group, which provides for:

(a) the total annual taxable emolument of the Board of Directors in Euro 310,000 plus legal charges and contributions, in addition to the reimbursement of expenses incurred in connection with the appointment;

(b) to determine the total gross annual emolument of the Board of Statutory Auditors at Euro 70,000 in addition to the reimbursement of expenses incurred in connection with the assignment.

 

Extraordinary session

INTEGRATION OF ART. 4 OF THE BY-LAWS

The Extraordinary Shareholders’ Meeting of TerniEnergia S.p.A. today approved the amendment of Article 4 of the By-laws. The amendment is limited to the integration of the above article with the object of the activities carried out by the subsidiary Softeco Sismat S.r.l., in view of the merger by incorporation between the latter and TerniEnergia S.p.A. in implementation of the sworn Recovery and Relaunch Plan pursuant to art. 67, third paragraph, letter d), of R.D. 267/42 and, in particular, the inclusion of the following activities: “the design, production, development, installation and maintenance of hardware, software and electronic and electromechanical equipment and components for Information Technology, automation and control“.

This integration does not entail any significant change in the activities carried out.

The new By-laws of the Company, as amended by the Shareholders’ Meeting, will be available for consultation at the authorized storage mechanism 1Info, at the address www.1info.it, at Borsa Italiana and on the Company’s website www.ternienergia.com within the terms required by law.

 

DOCUMENTATION REPOSITORY

The minutes of the Shareholders’ Meeting shall be made available to the public in accordance with the terms and conditions provided for by current legislation.

It should be noted that the financial statements of TerniEnergia S.p.A. as at 31 December 2018, approved by the Shareholders’ Meeting, and the consolidated financial statements of the TerniEnergia Group as at 31 December 2018, together with the documentation required by current regulations, are available to the public at the Company’s registered office, on the website www.ternienergia.com (Investor Relations/Financial Statements and Reports section), as well as at the authorized storage mechanism 1Info, at the following URL: www.1info.it.

It should also be noted that, on the basis of the information available to the Company, none of the Directors and Statutory Auditors holds TerniEnergia S.p.A. shares, with the exception of Stefano Neri, who holds directly 125,697 shares and indirectly 19,867,102 TerniEnergia S.p.A. shares.

The documentation relating to the members of the Board of Directors and Board of Statutory Auditors appointed, including all curricula vitae and certification of possession of the independence requirements of the independent directors appointed, is available in the Investor Relations/Shareholders’ Meeting section of the website www.ternienergia.com.

 

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 300 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, 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.

 

30Oct 2019
  • Postponement of the approval of the financial statements to 31 December 2018

 

The Board of Directors of Italeaf S.p.A. (“Italeaf” or the “Company”), a holding company active in the cleantech and smart innovation sectors, listed on the Nasdaq First North, which met today, in light of the advanced state of negotiations underway with financial creditors, approved the update of the recovery plan and the financial package that forms part of it (the “Plan”). Following this update, the Plan will have a time horizon of 2019-2022 and will result in a restructuring agreement pursuant to Article 182 bis r.d. 267/42, which Italeaf will sign with the financial creditors.

For the purposes of certifying the feasibility of the Plan, the following shall remain in office Dr. Massimiliano Bonamini (a person with proven experience in the sector), a professional appointed by Italeaf pursuant to art. 182 bis r.d. 267/42 for some time, remains appointed for the purpose of certifying the feasibility of the Plan, while Italeaf’s legal advisor is Orrick.

The Plan, prepared with the help of KPMG as industrial and financial advisor, aims to achieve the recovery of the Company.

The updated Plan reflects the strategic guidelines approved by the Board of Directors and communicated to the market on 28 March 2019 and the changes essentially concern:

  • the horizon of the Plan, which was limited to the period 2019-2022, with a consequent reduction in the time taken to repay exposure to participating creditors;
  • extraordinary transactions in support of the Plan and the repayment of creditors, including the disposal of all properties owned by Italeaf (not only Nera Montoro) and all equity investments (not only those in Italeaf Real Estate), with the exception of shares of TerniEnergia, which are to be disposed of in a reduced and variable manner depending on the average price of the shares and the outcome of extraordinary transactions;
  • the form of the reorganisation process for which, as mentioned above, a procedure was opted for pursuant to Article 182 bis r.d. 267/42, in place of the certified plan referred to in Article 67, paragraph 3, letter d) of the L.F. to the extension of extraordinary transactions.

Italeaf’s Board of Directors therefore decided to continue negotiations with the creditors on the basis of the updated Plan, with the aim of concluding the negotiations and concluding the agreements with the creditors as soon as practicable, considering the formalisation and effectiveness of the financial agreement and the restructuring Plan between the subsidiary TerniEnergia and the banks, as communicated on 30 September 2019.

Finally, following the announcement made on 28 August 2019, Italeaf’s Board of Directors decided to postpone any decision regarding the approval of the draft financial statements, the consolidated financial statements as at 31 December 2018 and the half-yearly report as at 30 June 2019 until a date to be defined after the completion of negotiations with the banking community, and in any case by 31 December 2019, in order to be able to take fully into account the impacts deriving from the definition of the restructuring agreement in the approval of these financial data. 

 

30Oct 2019
  • The transaction envisaged in the TerniEnergia Group’s Recovery and Relaunch Plan
  • The merger will generate a “one smart company”, focusing on the most value-added sectors of digital transformation in energy, networks and energy efficiency, transport, mobility, environmental industry and smart cities, as well as technological and industrial activities in the renewable energy sector
  • The target of the merger is to strengthen the activities included within the scope of the “IT and Digital” segment, reducing the capital-intensive activities of the “Renewable Utilities” segment, with a consequent improvement in management, reduction of operating costs and recovery of value generation

 

The Board of Directors of TerniEnergia, a smart company listed on the Italian Stock Exchange (MTA) and part of the Italeaf Group, and the Board of Directors of Softeco Sismat Srl, the Group’s digital company, today approved the proposal for the merger by incorporation of the wholly owned subsidiary Softeco Sismat Srl into the parent company TerniEnergia S.p.A., as well as the related merger plan (hereinafter also referred to as the “Merger”).

Purpose of the merger

The transaction approved represents one of the initiatives aimed at improving the efficiency of the management to be implemented as part of the Recovery and Relaunch Plan of the TerniEnergia Group 2018-2022.

The merger will start the crucial industrial and operational turnaround phase of the Group, which aims to complete the process of strengthening the activities included within the scope of the “IT and Digital” segment, reducing the capital-intensive activities of the “Renewable Utilities” sector. In this way, it will be possible to create a “one smart company” with a core business strongly focused on activities with greater added value in smart energy and digital transformation for the sectors of grids and energy efficiency, transport and mobility, environmental industry and smart cities, as well as technological and industrial activities in the renewable energy sector. The post-merger company will therefore have the identity of technological enabler to allow its customers to address in an optimal way the energy transition and digital transformation, with services and solutions enhanced by the integration of the technological and information technology skills of Softeco Sismat and industrial, plant development, asset management in the renewable energy and environment of TerniEnergia.

The Company, more efficient and more sustainable and therefore in the position to generate value from its evolution, can focus itself on the business of innovative solutions, which allow the exploitation of the potential offered – in a context of radical change – by Information Technology and digital transformation (One smart company).

From an organizational point of view, it is believed that the merger will optimize the decision-making processes and improve the use and enhancement of resources and expertise currently existing in the merging companies which, by merging activities into a single legal entity, will lead to an improvement in management efficiency (corporate, accounting and administrative), the creation of synergies and the reduction of overall costs, avoiding the duplication of certain activities on two separate legal entities, with a consequent greater rationalization of costs.

Modalities, terms and timing of the merger

Since the share capital of Softeco Sismat Srl is wholly owned by TerniEnergia S.p.A., the merger will be implemented according to the simplified procedure set out in Article 2505 of the Italian Civil Code. As provided for by art. 2501-ter, first paragraph, no. 6 of the Italian Civil Code, the Merger will take effect from the day following the date of the last registration of the merger deed with the competent Company Register, or from the first day of the month following the date of registration of the merger deed.

Considering that the Merger is expected to become effective in 2020, for accounting purposes, the operations of the Merged Company will be charged to the financial statements of the Merging Company as from the first day of the current financial year on the date on which the Merger took effect, and, therefore, as from 1 January 2020. On the Effective Date of the Merger, the shares representing the share capital of Softeco Sismat Srl will be cancelled without exchange. Consequently, TerniEnergia will not change its share capital (and consequently issue new shares, the number of which will therefore remain unchanged) and will assume the assets and liabilities in its assets on the basis of their book values, as they will appear in the bookkeeping of Softeco Sismat at the Effective Date of the Merger. The merger in question is also exempt from the application of the Procedure for the regulation of transactions with related parties of TerniEnergia S.p.A., as it is carried out with a subsidiary and there are no significant interests of other related parties of TerniEnergia; it is also excluded from the obligation to publish the information document referred to in art. 70 of the Consob Issuers’ Regulation no. 11971/1999, since the legal requirements are not met.

Deposit of documentation

TerniEnergia announces, pursuant to art. 70 of Consob Regulation no. 11971/1999, the filing at the registered office in Narni fraz. Nera Montoro, Strada dello Stabilimento n. 1, at Borsa Italiana S.p.A. and on the website of the company www.ternienergia.com / Investor relations / Extraordinary transactions of the Project of merger by incorporation into TerniEnergia S.p.A. of the wholly owned company Softeco Sismat Srl, together with the balance sheets of Softeco and TerniEnergia as at 31 July 2019, drawn up pursuant to Article 2501-quater of the Italian Civil Code.

It should also be noted that the financial statements of the companies involved in the merger for the last three financial years, together with the related reports, have been filed at the company’s registered office.

Pursuant to Article 2505, paragraph 2, of the Italian Civil Code, the resolutions concerning the merger will be adopted by the Board of Directors by means of a resolution resulting from a public deed, once the legal terms have expired.

 

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 300 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, 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.

 

24Oct 2019

TerniEnergia, a smart company listed on the Italian Stock Exchange’s electronic share market (MTA) and part of the Italeaf Group, communicates that the digital company Softeco Sismat has signed a partnership agreement with Ailux Srl, a digital connection company, to develop innovative solutions for flexible aggregation services of electrical resources (UVAM).

The strategic alliance provides for the development and distribution of a platform for the management of Virtual Mixed Aggregated Units (UVAM) called LIBRAX, to participate in the Dispatching Services Market (MSD) of the Electric System as envisaged by Terna’s pilot projects.

The agreement aims to create an end-to-end solution for the entire operating process of BSPs (Balancing Service Providers) that automates the entire operating process (measurement, communication with Terna, execution of orders, monitoring of commands, offers on the MSD/MB market) and is largely interoperable with business processes. In order to provide a complete outsourcing of BSP operations, the project also provides for the creation of a Virtual Control Centre in compliance with the requirements of the “UVAM Regulation” and the management and marketing of LIBRAX and the service provided through the Control Centre itself.

The three-year partnership will make it possible to exploit the know-how of two leading companies in their markets of reference: Softeco in the development of ICT technologies and hardware and software solutions for digital energy and Ailux in the design and implementation of solutions based on most digital communication technologies.

LIBRAX will focus on the development of a new market segment consisting, among others, of potential customers such as service companies, market operators, utilities, traders, managers / operators of production or consumption sites, consortium companies for purchase, sale and resale.

The solution can be provided either as an in house installation at the BSP data centre or as a service (UVAx-aaS), in order to relieve the customer of the need to set up his own highly reliable and manned service centre.

 

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 300 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, 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.

 

AILUX is a company operating in the field of systems and equipment for remote control of electrical substations, primary and secondary substations, IOT equipment for industry, hardware for infrastructure intended to balance the electricity grid, units for monitoring and defense of the electricity grid, cybersecurity and other related applications.

10Oct 2019
  • The plant is equipped with solutions for ticketing, smart payment and access control for vehicles
  • The project aims to automate and speed up the processes of payment of tolls and embarkation on ferries, thereby optimizing the resources and costs of operational management of the client
  • The Villa Agip terminal was fully operational throughout the summer phase of high traffic operating regularly

 

TerniEnergia, a smart company listed on the Italian Stock Exchange’s electronic share market (MTA) and part of the Italeaf Group, announces that the Group’s digital company, Softeco Sismat, has completed and delivered to Caronte & Tourist, a leading company in maritime connections to and from Central Italy, the first terminal (Villa Agip) planned in an extensive project of digital reorganization of the activities of the port terminal of Villa San Giovanni for maritime transport to Sicily.

The plant completed in line with the operational schedule is provided for in the contract signed in January 2018, which provides for the supply of solutions for ticketing, payment of tolls (smart payment) and access control for the routing of vehicles for a total amount of approximately Euro 2.1 million. The project, the first phase of which has been completed, will be completed in 2020 and has the objective of automating and speeding up the processes of payment of tolls and embarkation on the ferries of the Villa San Giovanni-Messina route, thereby optimizing the resources and costs of operational management of the client.

Softeco has completed and delivered the first of the two separate terminals that form the Caronte terminal. The system called “Villa Agip”, provides for the channelling of vehicle traffic on lanes designed to recognize the class of vehicle and the payment of the toll through automatic cash machines or lanes Telepass. Once the payment has been made, the vehicles are routed, via the ordinary road network, to the operational boarding terminal of Villa Mare at Villa San Giovanni to proceed to the actual boarding.

Systems for the sale of tickets and automatic payment of tolls (vehicle lanes) have been activated, integrating access control systems, automatic recognition of the vehicle’s class, automatic ticketing using cash, cash-less and Telepass systems and, finally, the routing of vehicles to the boarding terminal according to pre-defined scenario logics that can be activated according to the operational needs of the customer.

All the systems supplied by Softeco and purchased from Third Parties (control barriers, photocells, traffic lights, vehicle presence detection loops) have been integrated into a single automation and remote control platform based on the proprietary Rtu-GO product line. The supervision system, based on a customisation of the proprietary Adverto solution, interfaces with the following devices:

– Sigma checkouts

– Touch plate recognition cameras

– TBridge tariff management system

– Sick vehicle classification system

– Telepass

– Ticket reading columns

– Ticket issuing column

– Camera occupancy lane

Softeco provided the turnkey system including design, purchasing from third parties, installation, integration and activation of the system and testing, training courses for Caronte personnel.

The Villa Agip terminal was operational throughout the summer phase of high traffic operating regularly. The digital company of the TerniEnergia Group continues to support Caronte, managing the operational maintenance of the system.

 

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 300 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, 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.

01Oct 2019

TerniEnergia, a smart company listed on the Italian Stock Exchange’s electronic share market (MTA) and part of the Italeaf Group, following the press release issued on 20 September 2019, to which reference should be made, announces that that today, following the effectiveness of the Certification of the Rehabilitation and Relaunch Plan (“the Plan”) and of the Financial Agreement for the restructuring of the debt towards the credit institutions (as per today’s press release), has been fulfilled the resolutive conditions of the closing for the transfer (by TerniEnergia itself, also through investee companies) to the special purpose vehicle Italia T1 Roncolo, headed by Mareccio Energia S.r.l., platform for the aggregation of photovoltaic plants in Italy of a primary investment fund, in partnership with the sponsor LCF Alliance, of 11 photovoltaic plants in Italy with a total installed capacity of 9.4 MW, of the total perimeter subject to preliminary contracts represented by 22 photovoltaic plants for a total installed capacity of 19.3 MW.

Therefore, TerniEnergia received a cash payment from the Buyers of approximately Euro 8.65 million (net of the Escrow account of Euro 1 million and minority interests in a JV, subject to sale). The transaction also involves the assumption by the Purchasers of financial debts related to the plants for approximately Euro 17.9 million, of which Euro 0.7 million related to a plant held in JV.

 

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 300 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, 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.

30Sep 2019

TerniEnergia, a smart company listed on the Italian Stock Exchange’s electronic share market (MTA) and part of the Italeaf Group, announces that:

today it has been accomplished the conditions precedent to the effectiveness of the financial agreement entered into, inter alia, between TerniEnergia S.p.A. itself were fulfilled today (“Company” or “TerniEnergia”) and its creditor banks (the “Financial Agreement”), in execution of the recovery and relaunch plan drawn up pursuant to Article 67, paragraph 3, letter d), of the L.F. (the “Recovery and Relaunch Plan”), the final version of which was approved by the Board of Directors on 7 August 2019 (for a description of the main terms and conditions of this Recovery Plan please refer to the press release published on 27 June 2019).

The effectiveness of the Financial Agreement represents the positive outcome of a long and complex negotiation process involving numerous counterparties, including, inter alia, the Company’s main creditor banks, as well as bondholders (who had already expressed – according to the majorities required by law – their consent to the renegotiation of the bond loan – according to the terms and conditions of the Recovery and Relaunch Plan – in the context of the shareholders’ meeting held on 30 July 2019). The operations reflected in the Recovery and Relaunch Plan marks a fundamental turning point for TerniEnergia and its group companies, as they will enable them to secure and overcome the crisis situation in which they found themselves, while at the same time enabling the recovery of the related debt exposure and the rebalancing of the financial situation through the implementation, among other things, of the industrial turnaround process planned and reflected in the Recovery and Relaunch Plan and already partly successfully launched by the Company. As is well known, the resolution passed on 30 July 2019 by the holders of the bonds of the non-convertible bond loan denominated “Euro 25,000.000.00 notes two 2019” provides that the participation of bondholders in, and the approval of, the Recovery and Relaunch Plan, as well as the adoption of the new version of the Regulations (already published within the terms provided by law) is subject to the termination, pursuant to Article 1353 of the Italian Civil Code, and therefore will cease to be effective without the need for any further resolution, the non-effectiveness of the Financial Agreement no later than September 30, 2019. As a result of the effectiveness of the Financial Agreement (and of the Recovery and Relaunch Plan) mentioned above, the termination condition reflected in the relevant resolution has not been met.

The operation was led by the Company’s management, with the support, as consultants to the Company, of the legal aspects, of the DLA Piper, for the financial aspects, of the advisors KPMG Advisory S.p.A. and, for the preparation of the certification report, of Studio Bonamini & Partners.

The banks were assisted by Studio Gatti Pavesi Bianchi for the legal aspects.

 

 

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 300 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, 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.