Italeaf

News from Italeaf

31Mar 2016

The first italian company builder presents its year end report for 2015. Last year showed a continued increase of the business volume of TerniEnergia, main asset in the portfolio of the holding; the increase of the business of the subsidiaries start-ups (Skyrobotic has achieved the aircraft quality certification EN 9100 and has more than doubled its turnover, while Wisave completed the development phase of the product with the start of testing activities, it has been selected among the best 10 cleantech startups Italian Unicredit StartLab and has launched important contacts for the development in the Asia-Pacific area, particularly in Hong Kong and China); the exit of Greenled Industries, one year ahead of schedule in the strategic plan, with a view to creating value both economic as industrial within the Group.

  • Net asset value amounted to Euro 36.9 million (Euro 2.39 per share) as at December 31, 2015.
  • Core Investments contributed Euro 40.36 million to Net asset value during 2015, of which TerniEnergia (listed) for Euro 32.77 million.
  • The Board of Directors proposed a dividend of Euro 0.06 per share, corresponding to a total amount of approximately Euro 0.93 million.

Financial information

  • Consolidated net profit for the year was Euro 2.5 million (Euro 2.4 million for Italeaf parent company).
  • Consolidated Revenues amounted to Euro 371.3 million (Euro 4.2 million for Italeaf parent company).
  • Total colidated NFP amounted to Euro 104.2 million (Euro 16.1 million for Italeaf parent company); Shareholders’ Equity was 64.5 million (Euro 30 million for Italeaf parent company)

 

2015 was an eventful year for Italeaf S.p.A., the first italian company builder, both in terms of financial performance, overall creating value for shareholders and the progress made on the start-ups subsidiaries aimed at starting the condition for additional growth in the years to come.

 

Commenting on the results, the Chairman Mr Stefano Neri said:

Italeaf is continuing its path for the affirmation of a new collaborative paradigm between industry and start-ups, not limited to finance the innovation of the newcos, but becoming an active part of the sysstem by pooling ideas, goods and intellectual property, sharing risks and benefits .

This process of Company building is aimed to bring the industrial corporate world closer to the technology start-ups one and is essential to promote an innovation to be truly open.

The inclusion of the innovators in a listed Group, that has a three-year strategic development plan with international vision and ambitious targets, it is a high-level challenge that we continue to support through the establishment of new companies and new investments.

2015 was a year characterized by the achievement of the first goal of the awareness of an investee start-up, with the exit of Greenled Industry brought forward by one year compared to the development plans, and the achievement of important goals in business sustainability and creating value for our shareholders.

Despite the contingent circumstances that led us to write down some non-strategic minority investments, and a significant decrease in net profit of TerniEnergia, due to some fiscal impacts, we have optimized the financial structure of the company, earned a significant profit, and decided the distribution of a dividend which we believe will be highly satisfactory.

Our future growth is based on clear choices: we will continue to focus on initiatives with international perspectives and with high added value, capable of generating the full business profitability and the achievement of the strategic development plan challenging targets”.

 

The Board of Directors of Italeaf has approved today its financial report for 2015. It shows that following significant events has occurred during the year, and in particular in the second half.

 

Consolidated financial results (under IFRS international accounting standards)

The Net asset value (NAV) amounted to Euro 36.9 million (Euro 2.39 per share) at December 31, 2015. The core investments contributed to NAV during 2015 for Euro 40.36 million, of which Euro 32.77 million related to TerniEnergia (listed on the STAR segment of the Italian Stock Exchange).

Revenues amounted to Euro 372.2 million (Euro 96.2 million at 31/12/2014, + 287%).

EBITDA amounted to Euro 26.55 million, with a significant increase (+ 50.4%) compared to December 31, 2014 (Euro 17.7 million).

EBIT amounted to Euro 16.3 million, with an increase of 118% compared to 31/12/2014 (Euro 7.5 million).

Net profit amounted to Euro 2.4 million (Euro 5.4 million at 31/12/2014, -54.7%), while the EBT amounted to EUR 5.4 million (Euro -1.7 million at 31/12/2014, +408.3).

The Net financial position amounted to Euro 104.2 million (Euro 124.7 million at 31/12/2014), with an improvement of 16.4%.

Shareholders’ equity was Euro 64.5 million (Euro 79.1 to 31/12/2014, in decrease of 18.5%).

 

Separated financial results of the parent company Italeaf S.p.A. (According to the ITA GAAP method)

Revenues amounted to Euro 4.2 million (Euro 3.7 million at 31/12/2014, with an increase of 12.3%).

EBITDA amounted to Euro 0.65 million, a significant increase (+ 119.6%) compared to December 31, 2014 (Euro 0.3 million).

EBIT was a loss of EUR 0.01 million, with an improvement of 96.4% compared to 31/12/2014 (Euro -0.39 million).

Net profit amounted to Euro 2.4 million (Euro 2 million at 31/12/2014, + 20%), while the EBT amounted to 1.75 million (Euro 1.75 million to 31/12/2014, + 0.1%), after depreciations related to non-strategic minority stakes held in banks for about Euro 1.5 million. Without considering these write-downs, however unrelated to the normal operations of the Company’s, the before tax profit would have amounted to Euro 3.2 million, higher than the target set in the Strategic Development Plan (Euro 2.9 million).

The Net financial position was Euro 16.1 million (Euro 12.6 million at 31/12/2014), with an improvement of 27.9%. The result achieved is significantly better than the target set in the Strategic Development Plan.

Shareholders’ equity amounted to Euro 30 million (Euro 28.8 to 31/12/2014, with an increase of 4.1%). Thanks to these results, the ratio NFP/Equity is equal to 0,54x, in line with the targets of the Plan (lower in the three years to 0.8x).

 

Dividend policy

The Board of Directors proposed a dividend of Euro 0.06 per share, corresponding to a total amount of approximately Euro 0.93 million. This policy is pursued despite a significant reduction in the dividend guaranteed by TerniEnergia (-63% compared to 2014), expected next May.

 

Industrial results

  • The business volume of TerniEnergia, main asset in the portfolio of the holding, showed a continued increase;
  • the business of the subsidiaries start-ups has grown significantly (Skyrobotic has achieved the aircraft quality certification EN 9100 and has more than doubled its turnover, while Wisave completed the development phase of the product with the start of testing activities, it has been selected among the best 10 cleantech startups Italian Unicredit StartLab and has launched important contacts for the development in the Asia-Pacific area, particularly in Hong Kong and China);
  • the company completed the exit of Greenled Industries, one year ahead of schedule in the strategic plan. The transaction closed with TerniEnergia represents a case of creating value both economic as industrial within the Group, thanks to the ”Open innovation” approach, the paradigm that assumes that firms can and should use external ideas as well as internal ideas, and internal and external paths to market, as the firms look to advance their technology;
  • the “giant” construction sites managed by TerniEnergia in South Africa ensuring adherence with the timeline;
  • sold 50% of the JV Opera Power Srl, owner of a PV plant of around 0,9 MWp; the transaction price amount to € 327 thousand;
  • TerniEnergia finalized the divestment transaction for the transfer of the shares of Free Energia S.p.A., receiving as consideration the shares of TerniEnergia held by the shareholders of Free Energia;
  • TerniEnergia completed the acquisition of 100% of the shares representing the share capital of the company Greenled Industry S.p.A., for the countervalue, as consideration, of n. 2,078,195 shares, corresponding to 4.71% of the TerniEnergia’s share capital, equal to a value of Euro 3.5 million.

Press Release_FY2015-2016-03-31+Annualreport2015

14Mar 2016

Referring to the press release dated January 18, 2016 in which Italeaf announced the intention of the Board of Directors to propose the distribution of a 2015 dividend increased than dividend of 2014, while not having yet visibility on the net profit, the chairman of Italeaf Mr Stefano Neri stated:

“While confirming the growth forecasts for the turnover of TerniEnergia, the main asset in the Company’s portfolio, which achieved higher revenues and EBITDA in its history, it has seen, however, a significant decrease in the net profit of the same company, because of some tax impacts. Because of these circumstances, it is believed that the amount hypothesized dividend may be affected by these contingencies arisen. The final decision on the proposed dividend will still object of the Board of Director’s meeting to approve the financial statements 2015”.

18Feb 2016
  • The new Numanova share capital will amount to EUR 3 million. Removed the nominal value of the shares
  • Approved the amendment of the Statute and approved the adoption by the Company of the one-tier system of “corporate governance”
  • The board members are Stefano Neri (Chairman), Corrado Giancaspro (CEO), Paolo Folgarait (Executive Director and General Manager), Clelia Zunino and Vittorio Pellegrini (independent directors)

 

The Shareholders’ Meeting of Numanova, a company active in the production of high quality metal powders from ferrous and not ferrous metal alloys for the additive manufacturing industry and the more advanced applications in areas such as aerospace, energy, mechanical, biomedical, part of the Italeaf group, which met in extraordinary session under the chairmanship of Stefano Neri, has unanimously resolved to transform the company from limited liability company to a joint stock company.

At the same time, the Shareholders’ meeting approved the proposal to proceed to the elimination of the nominal value of the ordinary shares of the Company and to adopt the one-tier system of “corporate governance”, with consequent amendment of the Bylaws. The board of directors is composed by Stefano Neri, Chairman, Corrado Giancaspro, CEO, Paolo Folgarait, executive director and general manager, and Clelia Zunino and Vittorio Pellegrini, independent directors. Andrea Bellucci is the statutory auditor of the company.

The Extraordinary Shareholders’ Meeting finally approved a capital increase, divisible to be offered to the shareholders of Euro 0.65 million, through the issue of new n. 650,000 no par value shares to be signed by 31 July 2016, to plan the growth of the productive activities of Numanova.

Upon completion of the capital increase, Numanova will have a share capital of Euro 3,000,000 fully paid. Numanova currently has 17 shareholders; the company’s shareholder structure is as follows: Italeaf S.p.A. 85%, Paolo Folgarait 8.5%, other shareholders 6.5%.

Press-release_NUM-2016-02-18

26Jan 2016

The company will produce alloys and metal powders for Additive Manufacturing (3D printing) and the most advanced applications in areas such as aerospace, energy, mechanical, biomedical

  • Share capital equal to € 2.35 million, Board of directors composed by Stefano Neri (Chairman), Paul Folgarait (Executive Director and General Manager) and Corrado Giancaspro (CEO)
  • Forecast investment of Euro 12 million, and production capacity of 500 tons/
  • year of metal powder, expected operating staff of around 50 employees
  • The production plant will be located in the Italeaf’s industrial area at Nera Montoro (TR – Italy) and the company will have operating offices, representative and/or research centers in Milan, London and Hong Kong
  • Planned transformation into joint stock company and the opening to third party investors. Signed agreement for technical and scientific cooperation and trade relations with leading international players in their respective sectors
  • Towards the start of the authorization procedures

 

Italeaf, holding company and first Italian company builder active in cleantech and smart innovation sectors, listed on on NASDAQ OMX First North, following the press release issued to the market on 18 January 2016, announces the establishment of a new company called “Numanova Srl”. The new start-up will be originated by the sharing of know-how and economic and financial resources between the co-founder represented by Italeaf SpA and dr. Paul Folgarait, physicist, owner of several patents in the metallurgical sector, manager with experience in the Lucchini group, the Allied International Group, in Franchini Steels and in Centro Sviluppo Materiali.

Numanova, established as a limited liability company, has a share capital of € 2.35 million and will have a governance model with a board of directors that will be formed by Stefano Neri, chairman, Paolo Folgarait, executive director and general manager, and Corrado Giancaspro, CEO, and a board of auditors.

The General Manager of Numanova, Paolo Folgarait, stated:

The production of metal powders and the research and development activity to make new alloys are attracting interest and growing expectations on the global market. The versatility of the techniques of powder metallurgy can help to create complex and innovative metallic materials (and ceramic) and introduce new forms of production in advanced sectors with high added value. We believe, through the integration in the Italeaf group, to quickly develop an initiative of international value that meets the needs of highly competitive industries, which represent a new industry with high quality, standardization and innovation“.

The founders have already anticipated the future transformation of the company into “joint stock company” and the opening of capital to third party investors, to encourage industrial growth, trade activity and internationalization.

BUSINESS SEGMENTS

Numanova will be active in the production of metal powders of high-quality from metal alloys, ferrous and non, for Additive Manufacturing (3D printing), Metal Injection Molding (MIM), Hot Isostatic Pressing (HIP) and the most advanced uses in areas such as aerospace, energy, mechanical, biomedical. The company will be equipped with the most advanced production technology of metal powders based on the principle of vacuum induction furnaces and atomizers inert gas ceramic-free. It will also be introduced technologies of plasma atomization. The stages of development of the company, whose production unit will be located in the Italeaf’s industrial of Nera Montoro (TR), will expect: within a very short time the start of the authorization from the competent authorities; the acquisition of production assets and facilities; their upgrading and the development of the certification and qualification; the ramp up of the production for the marketing of products.

 

INVESTMENT, PRODUCTION CAPACITY AND HUMAN RESOURCES

The investment plan of Numanova foresees biennial commitments totaling of Euro 12 million, with implications for employment up to speed (production in three shifts) for a total of 50 professional employees, including the human resources involved in the production, staff, sales, marketing, testing, quality , logistics, purchasing, administration, HR, HSE. The expected production capacity will be around 500 tons/year of metal powders for the field of Additive Manufacturing and for more advanced uses in areas such as aerospace, energy, mechanical, biomedical.

 

VISION INTERNATIONAL

The new initiative will use the productive opportunities and the corporate standing of Italeaf, a listed company on the international market at a higher technological content represented by the NASDAQ. Another strength is the Group global presence, allowing immediately to Numanova to have operating, representative offices and/or research centers in Milan, London and Hong Kong, within the Italeaf’s hub at the HK the Science and Technology Park. Among the opportunities, there are also the Italeaf’s facilities in the mechanical industry, activity in which the group will bring a decade of its expertise that can be repositioned in an innovative area with high growth prospects.

Numanova finally has concluded framework agreements for business collaboration and technical-scientific cooperation with world leaders in the design and production of systems Additive Manufacturing of metal powders and with companies operating in the metallurgical sector and has signed agreements with universities and research centers of national and international standing.

 

INNOVATION AND SUSTAINABILITY

The agreement between Italy and Mr. Paolo Folgarait will also allow the opening in the Nera Montoro industrial area of a research and development center, through the localization and the incubation of the innovative start-up Seamthesis. The activities of the task force in Nera Montoro will be particularly focused on R&D in the field of Alloy Design, metallurgy product and process, process modeling and development of product and innovative technologies for the production of metal powder for use in advanced manufacturing (eg. Additive Manufacturing, MIM, HIP, laser cladding) and surface engineering (eg. PTA).

From the point of view of sustainability and environmental contribution, Numanova will sustain the affirmation the emergence of a strongly improved business model. In particular, compared to a traditional metallurgical production, Numanova allow a reduction of the times of the internal processes of prototyping also up to 70%, a drastic reduction of the wastes (the metal powder not used for printing it can be reused after the reconditioning of powders) and, of primary importance, the possibility of making metal parts that were not possible with the traditional methods. Numanova productions also contribute significantly to the reduction of energy consumption.

Press Release_Numanova-2016-01-26

Numanova_EN

18Jan 2016

Hypothesis of dividend of Euro 0.088 per share, 10% higher than dividend of 2014

  • Resignation of Nicola Romito, who will continue the relationship with the Group through his company Capital Power
  • Co-opted the new Director Marco Diamanti, with experience in the financial sector
  • Establishment of Numanova Srl, new startup industry in the field of metallurgy and innovative manufacturing additive, with a share capital of Euro 3,000,000

 

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 reviewed today its operating results as at 31 December 2015. In particular, the industrial and operational results show a significant increase in all the indicators, also higher than expected in the strategic development plan.

These results are attributable to:

  • the increase of the business volume of TerniEnergia, main asset in the portfolio of the holding;
  • the increase of the business of the subsidiaries start-ups (Skyrobotic has achieved the aircraft quality certification EN 9100 and has more than doubled its turnover, while Wisave completed the development phase of the product with the start of testing activities, it has been selected among the best 10 cleantech startups Italian Unicredit StartLab and has launched important contacts for the development in the Asia-Pacific area, particularly in Hong Kong and China);
  • the exit of Greenled Industries, one year ahead of schedule in the strategic plan, with a view to creating value both economic as industrial within the Group.

On the basis of the excellent industrial results examined, the Board has evaluated to propose the distribution of a 2015 dividend 10% higher than dividend of 2014, while not having yet visibility on the net profit, given the uncertainty resulting from the value to attribute to certain non-strategic minority investments, owned by the Group.

In particular, the Board has hypothesized the distribution of a gross dividend of € 0.088 per share, confirming the objectives of the three-year strategic development plan presented to the market on May 7, 2015.

The Board also took note of the resignation of Mr Nicola Romito from the Board of Directors and Managing Director of Italeaf, for personal reasons. At the time of his resignation Mr Nicola Romito owns no. 62,013 shares of the Company.

Mr Nicola Romito will continue, however, in the collaboration with the Italeaf group, assuming positions of planning, coordination and operational support related to financial transactions in special projects, through his company Power Capital, which he himself founded and chaired. These tasks, also involving other Group companies, would be incompatible with the position held in Italeaf.

The Board thus conferred a mandate as advisor on financial matters to Power Capital.

The Chairman Stefano Neri, on behalf of the entire Board, expressed deep gratitude to Mr Nicola Romito for his commitment and the work done and for his valuable contribution to Italeaf in the consolidation and development phase of its activity, following the listing on the Nasdaq First North market of the Stockholm Stock Exchange.

Mr Nicola Romito stated as follow:

“My decision to leave the positions in the Italeaf Group coincides with better industrial results than the annual target, which can be considered fully satisfactory in spite of the persistent economic difficulties. I am convinced that the project will continue with success, but also that I can contribute to greater effectiveness through different ways of collaboration supporting the strategic plan of the Group, at this stage most effective”.

Accepted the resignation of Mr Romito, in accordance with the regulation and the Bylaws, the Board has co-opted as executive director Mr Marco Diamanti, manager with many years of experience in asset management for international banking groups, as Mediocredito, Servizi Immobiliari Banche, Goldman Sachs, Capitalia e Unicredit.

The curriculum vitae of the newly appointed Director is publicly available on the Company’s website at www.italeaf.com (Section Corporate Governance / Board of Directors).

The Board of Directors resolved, finally, to establish a new start-up that will operate in the field of innovative metallurgy and additive manufacturing, according to the strategies of “building company” of the Italeaf’s business model.

This newco, which will be called “Numanova Srl”, will be originated by the sharing of know-how and economic and financial resources between the co-founder represented by Italeaf SpA and Mr Paolo Folgarait, physicist, owner of several patents in the metallurgical sector, manager with experience in the Lucchini Group, in Allied Group and in CSM, an italian materials development centre. Numanova will be active in sectors with high growth prospects and innovative concept of the metallurgical industry, with considerable effects on the sustainability, the precision and the quality of the production.

The Board resolved to delegate the executive director Monica Federici to perform all the transaction required for the establishment of this newco, which will have an initial share capital of Euro 3 million.

More information about industrial projects, activities and prospects of development of Numanova will be subject to subsequent communications to the market.

Press Release_CDA-2016-01-18

04Jan 2016
  • Countervalue of Euro 3.5 million, paid through n. 2,078,195 shares, equal to 4.71% of the share capital of TerniEnergia

 

Italeaf announces that TerniEnergia, smart energy company active in the fields of renewable energy, energy efficiency, waste and energy management, listed on the Star segment of the Italian Stock Exchange and part of Italeaf Group, announces that it has completed the acquisition of 100% of the shares representing the share capital of the company Greenled Industry SpA, for the countervalue, as consideration, of n. 2,078,195 shares, corresponding to 4.71% of the TerniEnergia’s share capital, equal to a value of Euro 3.5 million.

Following the transactions, TerniEnergia holds as at 31 December 2015 n. 4,012,998 treasury shares, representing 9.10% of the ordinary share capital.

Mr Nicola Romito, CEO of Italeaf, stated:

”This transaction is a good case of ”Open innovation”, the paradigm that assumes that firms can and should use external ideas as well as internal ideas, and internal and external paths to market, as the firms look to advance their technology. Exactly what should succeed in Italy for the development of the startups market. This trabsaction is equal to 3.5 million euro, generating an IRR of over the 40%, in line with our growth plan. And with a return of full satisfaction for third-party investors”.

 

***

 

For more information, please see the press releases issued to the market on November 27, 2015 and on 28 December 2015 as well as the Information Document related to investment for the acquisition of Greenled Industry on the website www.ternienergia.com under the Investor Relations section.

 

TerniEnergia, a company incorporated in September of 2005 and part of Italeaf Group, is the first Italian smart energy company and operates in renewable energy, energy efficiency, energy and waste management. TerniEnergia operates as system integrator, with a turn-key offer of industrial sized photovoltaic plants, on behalf of third parties and on its own, for the Power Generation business, also through joint venture companies with leading national players. TerniEnergia operates in the waste management sector, recovery of the material and energy, development and production of technologies. In particular, the Company is active in the recovery of tires out of use, in the treatment of biodegradable waste through the implementation of biodigesters, management of plant for the biological depuration; development and production of technological apparatus. Through TerniEnergia Gas & Power, the Group is active in the energy management, energy sales to energy intensive customers, software and services for energy management, administrative, financial and credit management. The Group is also active on the natural gas and liquefied natural gas (LNG) market, offering a range of services and activities in order to develop Client’s business and achieve a competitive advantage providing the best market conditions and creating a high added value. TerniEnergia operates in the development of energy efficient plants both through EPC scheme and FTT scheme (Financing Through Third Parties), pursuing the objectives of increasing energy production from renewable sources, of energy saving and reduction of emissions as set forth by environmental European policy.

TerniEnergia is listed on STAR segment of Borsa Italiana S.p.A..

11Dec 2015
Logo Skyrobotic

ITALEAF: Skyrobotic Announces EN9100:2009 and ISO9001:2008 Certifications for the Italian Facility

  • Skyrobotic, a leading manufacturer of unmanned aircraft systems (drones), continues to strengthen its commitment to aerospace industry

Skyrobotic, a company active in the development, design, production and marketing of unmanned aircraft systems (SAPR) in mini and micro classes for civil and commercial use, part of Italeaf Group, has been certified EN 9100: 2009 (equivalent in technical terms to AS 9100C and JISQ 9100 2009) for the facility of Nera Montoro, Italy, in the “design, production and after sales service of unmanned aircraft systems”.

This is the result of a two-year investment in the processes of preparation and auditing carried out by the company, which qualifies Skyrobotic as the first independent company in the production of drones under 25 kg in Italy to qualify according to the strict criteria of the European standard that describes a system quality assurance for the aviation industry. Its equivalents are the AS 9100 in America and in Asia JISQ 9100.

The EN ISO 9100:2009 is specific qualification for the aerospace industry, fully comprehends the ISO 9001:2008 (certification obtained simultaneously from Skyrobotic) and creates transparency in the aerospace sector. The focus is not only on process orientation, procurement and risk management. Due to long development times, it’s equally important to manage documents, configuration and development, and is applicable to aircraft manufacturers and increasingly also their suppliers.

“It is a very important result – stated Mr Stefano neri, Chairman of Skyrobotic and Italeaf – which marks a further important watershed for the Skyrobotic industrial qualification on a competitive continental market, that is facing the issue of regulation and limitations for professional use of the unmanned aircraft systems. The strategic and industrial choice to qualify our excellent quality control system to a level of international class, we believe to contribute to strengthen the Italian and European UAS ecosystem, helping to broaden the possibility of applying the technology of drones to always major industrial, professional, commercial and service sectors”.

“The certification EN 9100:2009 to our industrial facility plant in Narni (Italy), obtained by the independent and accredited certification body Dekra, demonstrates our ongoing commitment to be a world-class supplier in the aerospace industry. We are very proud of all our employees who have worked hard to achieve this result – says Federico Zacaglioni, CEO of Skyrobotic – This demanding endeavor forced us to improve every process we use to develop, manufacture, our unmanned aircraft systems and support our customers. Skyrobotic is a company that pursues continuously measurable improvements. Our customers in the field of aerial work requiring a very high level of quality product and we have the responsibility to aanswwer effectively to their needs. The Group’s commitment is to continually surpass expectations with deliveries and quality standards higher and higher”.

Press Release_SKY-2015-11-12

01Dec 2015

On 30 November 2015, TerniEnergia, smart energy company active in the fields of renewable energy, energy efficiency, waste and energy management, listed on the Star segment of the Italian Stock Exchange and part of Italeaf Group, has finalized the divestment transaction for the transfer of the shares of Free Energy SpA (“Free Energia”), receiving as consideration the shares of TerniEnergia held by the shareholders of Free Energia.

In particular, as announced to the market on the same date, on October 2, 2015 the Board of Directors of TerniEnergia approved the signing of the divestment contract for the transfer of shares of Free Energia in favor of the main former shareholders of Free Energia, in exchange for TerniEnergia shares unlisted.

Subsequently to the fulfillment of the two conditions precedent provided for the divestment contract – ie the positive express consent (i) by the Bondholders Meeting of the bond “TerniEnergia Euro 25,000,000.00 Notes due 2019”, held on November 16, 2015 and (ii) by the Shareholders’ Meeting held on November 18, 2015 – with the turn of the Free Energia shares and the transfer of the TerniEnergia shares to the presence of an authorized intermediary, on November 30, 2015, was completed this divestment transaction.

Consequently, TerniEnergia transferred n 3,315,936 Free Energia shares (representing 88.07% of the entire capital of Free Energia) in favor of BA & Partners SpA, Sistematica SpA, Energetica SpA and Feed SpA, in exchange for n. 5,845,290 own shares  (representing 13.26% of the entire capital of TerniEnergia)

The right to collect the profits related to the business year 2015 remain pro quota with those buyers.

Part of the treasury stock resulting from this transaction will be placed at the service of the acquisition of Greenled Industry SpA shares, under the terms referred to in the press release dated November 30, 2015.

Press-release_2015-12-01

30Nov 2015

ITALEAF and TERNIENERGIA: the Boards of directors approved the acquisition of up to 100% of the share capital of Greenled Industry by TerniEnergia

 

  • The company operates in the production and sale of LED technology lamps and represents a technological targets for the business line “Energy Saving” of TerniEnergia, that is active in the implementation of energy efficiency projects
  • The market value of the 100% of the share capital of GreenLed Industry equal to Euro 3.5 million was determined using the valuation of an independent expert
  • Thanks to this transaction Italeaf can manage the first exit of a startup investee company through its venture capital activity, in advance of the three-year strategical growth program of the first Italian company builder
  • The shares of Greenled Industry will be sold to TerniEnergia upon receipt of TerniEnergia’s teasury stocks resulting from the divestment by Free Energia S.p.A.
  • The transaction will be subject to approval by the Shareholders’ Meeting of TerniEnergia next December 28, 2015

 

TerniEnergia, smart energy company active in the fields of renewable energy, energy efficiency, waste and energy management, listed on the Star segment of the Italian Stock Exchange and part of Italeaf Group, obtained the favorable opinions from the Committee for Transactions with Related Parties, approved the acquisition by TerniEnergia of an amount up to 100% of the share capital of Greenled Industry SpA, a company active in the production and sale of lamps with LED technology .

 

In particular, on November 27, 2015 the Board of Directors of Italeaf SpA, controlling shareholder of Greenled, resolved to propose to the purchase of shares of TerniEnergia Greenled (l ‘”Transaction”) at market value, as evidenced by an independent expert appointed for that purpose. The purchase price for 100% of the share capital of Greenled agreed was Euro 3.5 million, as indicated in the evaluation of the independent expert, in the person of Dr. Luigi Tardella from Ambers & CO Srl, acquired by TerniEnergia. In consideration of the purchase of shares of Greenled, TerniEnergia correspond treasury assets resulting from the divestment of Free Energy: to respect the valuation of the expert identifies the value in Euros 1.68 for each appropriate action of TerniEnergia. It follows that the purchase of 100% of the shares of Greenled result in the sale of a maximum number of n. TerniEnergia 2,078,195 own shares, representing 4.71% of the share capital of TerniEnergia.

The Board of Directors of TerniEnergia, received the proposal from Italeaf, has positively assessed the operation, acting to submit the approval to the shareholders’ meeting convened for December 28, 2015. Therefore, only the outcome of the relevant resolution will be possible communicate the correct number of shares Greenled to be acquired and the number of shares used as consideration for such purchase.

Greenled is a company that operates in the production and sale of LED lamps, particularly high performance for their efficiency in terms of energy saving and high-tech.

TerniEnergia for the acquisition has a function of supply chain optimization for the business unit called “Energy Saving”, active in the implementation of energy efficiency projects, under which the supply of LED lamps is the main cost. This transaction is consistent with the objectives of TerniEnergia and in line with industry growth of ” Energy Saving ‘planned in the Business Plan presented to the financial community on October 30, 2015. In addition, in the same plan, the Company expressly it identified in the acquisition of innovative technologies in the field of energy efficiency, one of the priorities for growth. For Italeaf, however, the operation is the first opportunity to close the exit of one of Startups held by the company in advance of the plans provided for in the three-year program of strategic growth presented to the financial community and the MTF Nasdaq First North Stockholm, where the Company is listed. The transaction is then put in place for the sole purpose of increasing the corporate values of the respective companies involved and improve the operation, in accordance with the corporate interest.

The acquisition of Greeenled by TerniEnergia is configured as a “related party transaction”, since the operation carried out with its parent Italeaf SpA which, it is recalled, it holds an interest representing 46.78% of the share capital of TerniEnergia and exerts control over it pursuant to Article 2359, first paragraph, no. 2 of the Civil Code and Article 93 of the TUF.

Therefore, Italeaf is a related party to the Company pursuant to article 3, first paragraph, point (a) and the definition of related parties contained in Annex 1, paragraph 1, letter (a) (i) of the Consob Regulation no. 17221/2010.

In addition, it is noted that other Greenled shareholders are related parties of the Company, as shown in the table below:

name/company N. of shares % Type of relationship
ALLEGRETTI PAOLO 5.000 0,23% CFO of TerniEnergia S.p.A.
BATTISTONI MARIA ASSUNTA 15.000 0,70% Close relative of Stefano neri (Chairman and CEO of TerniEnergia, Chairman of Italeaf SpA and Chairman of Greenled Industry SpA, as well as the person who exercises de facto the control of the Company pursuant to art. 93 of the Act, by virtue of directly and indirectly, by means of Italeaf SpA, held equal to 47.02% of its share capital)
CALISTI FILIPPO 5.000 0,23% CFO of Italeaf S.p.A. (parent company of TerniEnergia)
FEDERICI MONICA 5.000 0,23% Managing Director of TerniEnergia S.p.A. and CEO of Italeaf S.p.A.
ITALEAF S.P.A. 1.393.387 64,60% Parent company of TerniEnergia S.p.A. and Greenled Industry S.p.A.
NERI EMILIO 16.000 0,74% Close relative of Stefano Neri (Chairman and CEO of TerniEnergia, Chairman of Italeaf SpA and Chairman of Greenled Industry SpA)
ROMITO NICOLA 180.000 8,34% CEO of Italeaf S.p.A.
ROYAL CLUB S.R.L. 150.000 6,95% Company managed by related party
OTHER

NON-RELATED SHAREHOLDERS

387.636 17,97%
Total 2.157.023 100,00%  

 

As shown in the table above, therefore, the shares of Greenled are held, for the 82.03%, by persons who are qualified as related parties of TerniEnergia.

The transaction was then approved by the Board of TerniEnergia after gaining the approval of the Committee for Transactions with Related Parties, in accordance with Consob Regulation no. 17221/2010 and procedure adopted by the Company.

Moreover, the operation is configured as a “transaction with related parties of greater importance”, since they are exceeded the relevance indexes provided under Article. 4, paragraph 1, lett. a) of the aforementioned Consob regulation.

Consequently, TerniEnerga has prepared an “Information Document, in accordance with the instructions provided for in the applicable legislation and pursuant to the Procedure for Transactions with Related Parties, approved by the Board of Directors of TerniEnergia on November 30, 2010. This document will be made available to the public under the terms and procedures provided by the relevant regulations.

 

Press-release_GREENLED2015-11-30

18Nov 2015

The Shareholders meeting of TerniEnergia, smart energy company active in the fields of renewable energy, energy efficiency, waste and energy management, listed on the Star segment of the Italian Stock Exchange and part of Italeaf Group, met today in ordinary session under the chairmanship Stefano Neri.

The Ordinary General Meeting approved the divestment operation between the Company and the former shareholders of Free Energia (not classified as related parties) concerning the transfer up to the entire stake held by the Company in Free Energia. To this end, also under Articles 2357 and following of the Civil Code, the shareholders authorized the Board of Directors to purchase up to a maximum of n. 6,477,550 shares, equal to 14.69% of the share capital, at a value of Euro 17.5 million and identified corresponding to 100% of the share capital of Free Energia. More details have been already communicated to the market through the press release of October 2, 2015.

The Ordinary General Meeting has also approved the authorization to the Board of Directors, pursuant to art. 2357 Civil Code to completion, according to the terms and conditions specified by it, of disposals, in one or more tranches, the own shares to be acquired and held in the portfolio.

In particular, through the purchase of own shares resulting from the recalled Divestment Agreement, to supplement those already provided in the plan of “buy back”, the Board of Directors plans to acquire a portfolio consisting of common shares to be used as TerniEnergia consideration as part of any extraordinary transactions, through an exchange of shares or as a subject of the transfer, or for other purposes deemed of strategic, financial, industrial and / or management for TerniEnergia, in compliance with applicable regulations.

Since the shares to be acquired from the same TerniEnergia are not listed, they will not apply the rules and principals of art. 132 of Legislative Decree no. 24 February 1998, n. 58 and Art. 144-bis of Consob Regulation regarding the regulation of issuers, adopted by Consob Resolution no. 11971/99 and subsequent amendments and additions.

The operations of disposal of treasury shares will be performed in compliance with applicable law and in particular in respect of laws and regulations, national and EU, even in terms of market abuse.

The completion of the transactions of purchase and disposal of own shares will be given adequate notice in compliance with the applicable disclosure requirements.

Press Release_11-18-2015