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Latest News

19Sep 2018
  • Acquisition of 50% of the JV Società Agricola Fotosolara Oristano Srl and Società Agricola Fotosolara Bonnanaro Srl, owners of photovoltaic plants for a total of approximately 1.7 MW; sale of 50% of the JV Investimenti e Infrastrutture Srl and Infocaciucci Srl, owners of photovoltaic plants for a total of approximately 1.6 MW.
  • Price of the acquisition transaction of approximately Euro 0.9 million
  • Consideration for the sale of approximately Euro 1.2 million
  • A balance in favour of TerniEnergia of about Euro 0.3 million is expected

 

TerniEnergia, smart company listed on MTA of Borsa Italiana and part of the Italeaf Group, and Renewable European Investment Italy 3 – REI III Srl, a company belonging to the Radiant Clean Energy Fund, signed today a deed of sale for the purchase and sale of companies owning photovoltaic plants in operation, held as joint ventures by the two companies.

The agreement, in the form of an exchange of shares, provides for the following:

  • the acquisition by TerniEnergia of 50% of the share capital of the JVs Società Agricola Fotosolara Oristano Srl and Società Agricola Fotosolara Bonnanaro Srl, owners of photovoltaic plants for a total of approximately 1.7 MW, held by REI III. The purchase and sale price was set by the Parties at approximately Euro 0.9 million;
  • the transfer by TerniEnergia to REI III of 50% of the share capital of the JV Investimenti e Infrastrutture Srl and Infocaciucci Srl, owners of photovoltaic plants for a total of approximately 1.6 MW. The purchase and sale price was determined by the Parties at approximately Euro 1.2 million.

The value of the assets was determined on the basis of an expert’s report entrusted to an independent expert.

The deed of sale is subject to typical suspensive and termination conditions for this type of transaction, including the release of waivers by the leasing companies that financed the SPVs. The payment of the balance of approximately Euro 0.3 million, given by the difference in the purchase and sale price relating to the transaction, is subject to the registration of the notarial deeds signed today.

The transaction was conducted by TerniEnergia with the strategic aim of rationalizing the portfolio of photovoltaic assets in the full availability of the Group, in order to pursue a facilitating condition for the potential sale of owned plants, as provided for in the Recovery and Relaunch Plan.

 

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.

Press-release_TE-REI3-19-09-2018

17Sep 2018

 

  • The establishment of the newco “TerniEnergia Progetti” is planned to ensure business continuity and the safeguarding of n. 7 employees
  • Consideration of the operation equal to Euro 0.5 million

 

TerniEnergia, smart company listed on MTA of Borsa Italiana and part of the Italeaf Group, and GIL Capital Ltd, following what was communicated on May 25, 2018 and June 27, 2018, have signed today a preliminary agreement of binding nature for the acquisition by GIL Capital of a Newco called “TerniEnergia Progetti” which will include the branch of the PV EPC business (engineering, procurement, construction and commissioning) of TerniEnergia. The total consideration for the acquisition of 100% of the share capital of the Newco “TerniEnergia Progetti” by GIL Capital is equal to Euro 0.5 million. The payment will be made on the closing date of the transaction, which the Parties have undertaken to achieve during the first ten working days of the first month after the month during which the technical-contractual conditions to closing, which are typical of this type of operation, are achieved along with the approval of the transaction by the Trade Unions.

The agreement will ensure the continuity of the photovoltaic EPC business under a brand that is strongly established in the industry. The branch of the PV EPC business will continue operating from the existing office located in the industrial area of Nera Montoro (TR) guaranteeing the employment of 7 highly qualified technical employees of TerniEnergia. In fact, the Newco will absorb assets represented by highly professional employees, intellectual property rights and quality certifications, engineering and design capabilties, equipment and software relating to the activities carried out in the photovoltaic sector in Italy and abroad, with the exception of the construction contract of a photovoltaic plant in Tunisia.

It should be noted that the agreement concerns a reduced scope of business compared to what was envisaged in the letter of intent communicated on 25 May 2018, which was terminated by GIL Capital on 27 June 2018 in consideration of the fact that some of the conditions precedents envisaged have not been met.

The GIL Capital group was established in 2012 by the management buy-out of the British Greenray Holding group, which has been operating in the industrial maintenance sector for conventional thermoelectric plants since 1981. GIL Capital is owned and managed by Dr. Leonardo Montesi who has more than 30 years of professional experience in the plant engineering sector and 25 years as board member of large international companies in the sector.

 

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.

Press-release_TE-GILCAP-17-09-2018

14Sep 2018
  • Signed an agreement with Sonnedix San Giorgio for the transfer of the share capital of the SPV Sonnenergia Srl, which includes the sold assets
  • Consideration of the transaction of approximately Euro 5.7 million, Enterprise Value of approximately Euro 31.3 million
  • The transaction involves the assumption by the buyer of financial debts linked to the plants for approximately Euro 25.6 million

 

TerniEnergia, smart company listed on MTA of Borsa Italiana and part of the Italeaf Group, and Sonnedix San Giorgio, S.r.l, a company wholly owned by institutional investors advised by J.P. Morgan Asset Management, following what was announced on March 16, 2018, has signed today the contract for the acquisition (closing) by Sonnedix San Giorgio of the SPV Sonnergia Srl, which includes the perimeter of the plants subject to the transaction. In particular, the transaction involves 10 photovoltaic plants in Italy with a total installed capacity of 11 MW, owned by the TerniEnergia Group.

The total consideration for the acquisition of 100% of the share capital of the SPV by Sonnedix San Giorgio is equal to approximately Euro 5.7 million. The payment, equal to approximately Euro 4.9 million, made at the time of the closing, was reduced by Euro 0.8 million, taking into account a mechanism for adjusting the price on the basis of the evolution of the Net Working Capital between 31 December 2016 and today. This figure may be subject to further adjustments, in relation to the checks that the parties have undertaken to complete in the next six months.

The transaction also involves the assumption by the Purchasers of financial debts related to the plants for approximately Euro 25.6 million. The Enterprise Value of the assets sold amounts to approximately Euro 31.3 million.

TerniEnergia and the Buyers were assisted by Orrick as legal advisors.

Press-release_TE-SON-14-09-2018

31Aug 2018

NAV equal to Euro 19 million. Ebitda increased of 12.2%. Net Result amounted to Euro -0.2 million

  • Revenues amounted to € 1.5 million (€ 10.9 million for the Italeaf Group consolidated)
  • EBITDA equal to € 0.5 million (€ 0.5 million for the Italeaf Group consolidated)
  • EBIT amounted to € 0.25 million (€ -2.2 million for the Italeaf Group consolidated)
  • EBT equal to € -0.2 million (€ -4.4 million for the Italeaf Group consolidated)
  • Net Result amounted to € -0.2 million (€ -3.9 million for the Italeaf Group consolidated)
  • Shareholders’ Equity amounted to € 7 million (€ 22.6 million for the Italeaf Group consolidated)
  • NFP of € 4 million (€ 77,8 million for the Italeaf Group consolidated)

 

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 30 June, 2018.

 

Financial highlights*

  As at June 30, 2018 As at June 30, 2017 Change %
 in Euro
 Revenues from sales and services 1,447,528 1,870,789 -22.6%
 EBITDA 529,616 471,846 +12.2%
 EBIT 246,145 165,820 +48.4%
 EBT (209,137) (274,377) +23.8%
 Net profit/(loss) (147,269) (177,433) +17%
    As at December 31, 2017  
 Shareholders’ equity 27,656,697 27,803,967 -0.5%
 Total net financial debt 17,369,422 16,878,275 +2.9%

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

 

The NAV of Italeaf amounted to Euro 19 million as at June 30, 2018.

 

The Interim Report as at June 30, 2018 in full version and in English will be published on the Company’s website and on Nasdaq Inpublic in attachment.

Press-release_IR1H2018-31-08-2018+IR1H2018

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

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

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

Further informations are provided in the Notes.

 

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

CONSOLIDATED RESULTS AS AT JUNE 30, 2018

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

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

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

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

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

 

Assets held for sale

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

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

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

 

SIGNIFICANT EVENTS SUBSEQUENT TO THE END OF THE PERIOD

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

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

 

BUSINESS CONTINUITY AND BUSINESS OUTLOOK

Recovery and relaunch plan

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

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

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

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

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

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

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

 

Other resolutions of the Board of Directors

Director Mario Marco Molteni has been appointed Lead Independent Director.

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

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

 

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

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

 

Deposit of documents

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

 

 

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

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

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

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

TerniEnergia is listed on the MTA of Borsa Italiana.

Press-release_TE1H2018-03-08-2018

31Jul 2018

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

The structure of proxies was also confirmed:

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

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

Press-release_cda_31-07-2018

23Jul 2018

TerniEnergia, a smart company listed on the MTA of Borsa Italiana and part of the Italeaf Group, announces nnounces that it has finalized and signed all the deeds relating to the sale of two business units relating to energy efficiency interventions to Estra Clima Srl, a company of Estra Group, one of the leading player in the distribution and sale of natural gas in Central Italy, active in the sale and procurement of electricity, as well as in telecommunications, in the design and management of energy services and in the power generation from renewable sources.

The company branches to be sold, with the relative financial and trade debts, refer to two energy efficiency lighting projects on behalf of two Tuscan municipalities, including the integrated management, ordinary and extraordinary maintenance of public lighting systems.

The effects of the transaction are subject to the formal consent of the two municipalities to transfer the contract to Estra Clima Srl within 45 days from the request, and to other technical-contractual conditions typical of this type of transaction.

The value of the two branches sold is equal to Euro 1.4 million gross of the debt relating to the financial lease on the plant of one of the two municipalities for Euro 0.45 million (inclusive of VAT) and trade debts for approximately Euro 0.25 million, as well as the value of some works to be carried out at charge of Estra Clima for approximately Euro 0.17 million. Payment will be made in cash: 90% of the collection, which is made up of the first three tranches, is subject to the fulfilment of the above conditions precedent, while the remaining 10% will be paid 6 months after the fulfilment of the above conditions.

For TerniEnergia, the transaction represents a new, important part of the recovery and relaunch plan, aimed at completing, in the medium term, the transformation of the Company into a smart company and the overcoming of the current situation of financial tension of the Group, based on strategic guidelines identified by the Board of Directors.

 

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

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

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

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

TerniEnergia is listed on the MTA of Borsa Italiana.

 Press-release_TE-ES_23-07-2018

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

 

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

 

Resolutions

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

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

Press-release_AGSM_29-06-2018

27Jun 2018

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

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

 

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

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

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

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

TerniEnergia is listed on the MTA of Borsa Italiana.

Press-release_TEEPC-27-06-2018

15Jun 2018

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

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

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