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08Jun 2016
  • The south african subsidiary TerniEnergia Projects PTY Ltd has completed the construction of the plant from 66 MWp in advance on the timetable
  • Provided a four-year renewable contract for operation and maintenance
  • Resignation of an effective member of the Board of Auditors

 

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, today, the second of the two “giant” photovoltaic worksites in South Africa, on behalf of a leading Italian utility, has been completed. The PV plant has been connected to the national transmission grid managed by Eskom.

In particular, TerniEnergia Projects PTY Ltd, a South African subsidiary of TerniEnergia SpA, has completed the construction of the PV plant in Tom Burke (for a total installed capacity of 66 MWp), in advance of the timeline envisaged by the final contracts for EPC (engineering, procurement and construction) and O&M (operation and maintenance) four-year and renewable term, and in compliance with the expected financial results.

The worksite of Tom Burke, in the south African region of Limpopo, which is spread over an area of 200 hectares, has employed more than 350 workers in the various functions for the installation of 500,000 photovoltaic PV panels, with a capacity between 125Wp and 140Wp. It were installed in total 82,700 structures of metallic carpentry and laid 2,550 km of electric cables. TerniEnergia operated in compliance with the promotion of political participation in the economic life of “black people”.

TerniEnergia also announces that Dr. Vittorio Pellegrini has resigned, due to supervening personal commitments, his resignation from the position as member of the Board of Auditors. As a result of these resignations, Dr. Marco Chieruzzi, former Deputy Auditor, will take over the office of Statutory Auditor.

 

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..

 

27May 2016
  • Transaction countervalue of approximately Euro 6 million, foreseen in the TerniEnergia investment plan
  • The works will allow the expansion of the Nera Montoro (TR) groundwater remediation plant and the construction of a new treatment plant dedicated to the treatment of special liquid waste business
  • Intervention start expected by June 15, 2016
  • The construction is already authorized by the Province of Terni with an executive resolution (AIA)

 

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, and and  Saceccav, a company part of the Bona Dea Group Srl, active in the field of construction and management of industrial installations for the remediation of waste water, have signed an agreement for the construction of two water treatment plants at the production site of Nera Montoro (TR-Italy), for a value of approximately Euro 6 million.

The works, whose start is expected by June 15, 2016, will allow TerniEnergia to complete its planned investments on biological and chemical-physical plants already operating in Umbria, for adapting to the requirements of the reclamation project of the groundwater of Nera Montoro and for the realization of a new treatment plant dedicated to the treatment of special liquid waste business (eg. agricultural, industrial, organic and inorganic chemicals, etc.).

The agreement will create new high-quality plant equipment placed in the center of the “green industry” in Nera Montoro. In particular, the first plant is functional to the environmental regeneration: through the implementation of a hydraulic barrier, the construction of new plant sections and the renewal of existing parts, the groundwater treatment potential will amount to 50,000 liters/h. Thanks to the know-how and expertise of Saceccav will be ensured the upgrading of sewage treatment activities, preventing pollutants from reaching the Nera River, returning water with nearly drinking quality (Table 2), as provided in the Operational Plan of Reclamation and required by authorities involved. The second plant is designed to treat liquid waste from industrial activities whose treatment requires high technology solutions, allowing TerniEnergia to intercept the flow of materials currently destined to plants placed outside the Umbria region and at the same time to respond to industrial demand in central Italy. The plant, which represents the state of the art of the treatment and remediation technologies, will have the capacity of 58,000 ton/year of waste waters from various matrices and then will have the dual aim of accommodating the demands of institutions and serve as a resource for TerniEnergia activities in the field of “circular economy” and development of the territory.

The interventions were approved by Executive Determination of the Province of Terni No. 11458/2015 “Integrated Environmental Authorisation (A.I.A.)” on the “Operational plan for cleaning up groundwater industrial site in Nera Montoro (TR) – adjustments to the requirements and implementation systems present with the introduction of new treatment liquid waste sections with third parties”.

 

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..

 

Saceccav S.p.A established in 1936, part of the Bona Dea Group srl and active in the field of water treatment and management of water systems, propose its activity with a range of skills that encompasses the whole process, from the choice of technology to the design and construction of the plant, until its management. Its customers are the public administrations that outsource, either directly or through municipal companies, the construction of new plants and grids, and their management (operation and maintenance) through a public tender; or private customers who need to dispose of waste water or water process supply.

Saceccav has constructed among others the expansion of the Dervio treatment plant, the leachate landfill treatment plant of Brescia, the treatment plants of civilians waters of Trapani and Livigno and the one of industrial water for the industrial consortium Rieti Cittaducale, the Dezzo Val di Scalve (Bergamo) plant, as well as the facility in Limone sul Garda gallery. Abroad, the water treatment plant in Nanjing in China, the water treatment plant in Tegucigalpa and that just handed treatment of industrial waters in Sanliurfa in Turkey. Is currently an ongoing business expansion effort that has allowed the acquisition of important contracts such as the construction of drinking water purifier of Sili (Oristano), the construction of the scrubbers of Ceglie and Lizzano (Apulia) and the construction of water treatment plants in Recco (Liguria), Levanto (Liguria) and Schiopparello (Elba). The President of Saceccav is Mr Pier Giorgio Romiti.

 Press-release_TE-SACECCAV-2016-05-27

19May 2016
  • Signed energy saving contract with leading cement player

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, within the internationalization process of the PV EPC business, has been acquired a order worth of approximately $ 19.2 million for the construction in Egypt of an industrial scale photovoltaic plant for a total capacity of 47 MWp, on behalf of an Italian leading utility.

The plant will be installed in locations Benban about 900 km from Cairo on an area of about 150 hectares. The order includes the EPC (engineering, procurement and construction) activities without the supply of PV modules and inverters. In the construction site will be active more than 250 workers. The project involves the use of the be 3Sun panels (Made in Italy, in Catania) mounted on steel structures.

In addition, the Company announces that it has signed an energy efficiency lighting contract with the TPF formula (third party financing) shared savings, worth about Euro 0.6 million on behalf of a leading cement italian player. The intervention, of which TerniEnergia will also manage the “turnkey” EPC, will be performed on a plant in Lombardy and will provide for the replacement of 4497 traditional lighting points with 2853 new LED lighting units of the latest generation, with an expected savings of about 1GWh / year.

13May 2016
  • Revenues of Euro 31.3 million, -54.37% (Euro 68.6 million as at 03/31/2015)
  • EBITDA amounted to Euro 4 million, -22.17% (Euro 5.2 million as at 03/31/2015), with EBITDA margin at 7.6%
  • EBIT amounted to Euro 2.8 million, -26.49% (Euro 3.8 million as at 03/31/2015)
  • Net profit amounted to Euro 0.6 million, -50.85% (Euro 1.2 million as at 03/31/2015)
  • NFP of Euro 72.8 million, short-term NFP positive of Euro 4.3 million (Euro 108 million as at 31/12/2015, short-term NFP of 8 million)
  • Net equity amounted to Euro 56.5 million, +1.42% (Euro 55.8 million as at 03/31/2015)
  • Portfolio of No. 4,012,998 treasury shares (9.10% of the share capital) for extraordinary operations
  • Ongoing the participation in tenders for photovoltaic EPC in Africa for a total of 170 MWp
  • The Board of directors has confirmed Stefano Neri as CEO of the Company; Massimiliano Salvi appointed Vice President, Fabrizio Venturi and Laura Bizzarri Executive Directors

The Board of Directors of TerniEnergia, smart energy company active in the fields of renewable energy, energy efficiency, waste and energy management, listed on the Star segment of the Italian Stock Exchange and part of Italeaf Group, approved today the interim financial report as at March 31, 2016.

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

“The first quarter figures show positive elements for the performance of the Company, despite the significant downsizing of energy trading, with a consequent lower revenues resulting from the divestment of Free Energy. It is, in particular, the first report that provides a snapshot of the TerniEnergia transition phase, initiated at the end of 2015. The Company intends, in fact, to complete the path aimed to increase the lead role of TerniEnergia in the smart energy sector, integrating the activities in renewables, energy efficiency and energy management with innovative systems and solutions with high added value that make it possible to introduce technologies that can act as a bridge between the industrial and “physical” business and the digital and “virtual” one. At the same time, the Company is preparing to develop its role in the field of circular economy and environmental business. To achieve these goals, the management has paid particular attention to strengthening the process of internationalization, to increase the margins and to maintain the balance and financial sustainability of the Group’s activities. TerniEnergia is therefore in the best position to prosecute the most decisive strategic choices already highlighted in the business plan: from the spin-off of the environmental activities in order to increase investment in new technology systems to create a broader platform, to the acquisition of additional technologies and expertise, also through the optimal use of the portfolio of treasury shares”.

 

CONSOLIDATED RESULTS AS AT MARCH 31, 2016

Revenues amounted to Euro 31.3 million, showing the contribution of the two giant construction sites in South Africa, during its progress through two EPC contracts. The comparison with the first quarter of 2015 (Euro 68.6 million; -54.37%), is conditioned from the exit from the consolidation scope of Free Energia, which while not causing substantial changes in the business model, resulting in a significant redefinition of the energy trading business.

EBITDA amounted to Euro 4 million, showing a decrease (-22.17%) compared to March 31, 2015 (Euro 5.2 million), but proportionally improved compared to the revenues. An evolution confirmed by the Ebitda Margin, equal to 12.89%, with an increase compared to 03/31/2015 (7.56%) thanks to the incidence of the results of the business lines with higher added value.

Net operating income (EBIT) amounted to Euro 2.8 million (Euro 3.8 million as at March 31, 2015, -26.49%), after depreciation, amortization and write-downs of Euro 1.2 million (Euro 1.3 million in the same period of 2015).

Net profit, which includes the share of results from the activity of photovoltaic JV, amounted to Euro 0.6 million. Net income as at March 31, 2015 was Euro 1.2 million (-50.85%).

The net financial position amount to Euro 72.7 million (Euro 87.4 million at 12/31/2015). The non-current NFP is Euro 77.2 million, while the net financial position in short term is positive and amounted to Euro 4.5 million. The NFP/Net equity ratio equal to 1.29x, improves significantly (1.56x as at 31/12/2015).

The Net Equity amounted to Euro 56.3 million, with an increase of 0.95% (Euro 55.8 million at 12/31/2015), while the Fixed assets amounted to Euro 125.3 million, of which Euro 82.2 million referring to tangible assets. Net equity takes into account the treasury shares held in portfolio, which amounted to No. 4,012,998 (9.10% of the Share Capital).

 

INDUSTRIAL RESULTS AS AT MARCH 31, 2016

Completed the first of the two “giant” worksites in South Africa, the second of Tom Burke (a PV plaant with a total power of 66 MWp on behalf of a leading Italian utility) is in line with the timetable envisaged by the final contracts for EPC (engineering, procurement and construction) and O&M (operation and maintenance).

The total number of photovoltaic plants built by TerniEnergia from the beginning of its activity is equal to 274, with an aggregate capacity of approximately 366.6 MWp (13.2 MWp in full ownership and 30 MWp in joint venture for the Power Generation activity). Moreover, are connected to the grid biomass plants for a total of 1.5 MWe and 2 MWt.

The total energy production of the full ownership and joint ventures plants for the power generation business, in the first half was equal to around 17.8 million kWh. In the environmental sector are operating two treatment and recycle plant of end of life tires (ELTs), the GreenAsm biodigestion and composting plant and finally the groundwater remediation plant in Nera Montoro (TR).

 

SIGNIFICANT EVENTS OCCURRED AFTER THE END OF FINANCIAL PERIOD

Established in Mozambique the subsidiary “TerniEnergia Moçambique Limitada”

On April 20, 2016, TerniEnergia announced the successful establishment in Maputo (Mozambique) of TerniEnergia Moçambique Limitada Company, a 100% subsidiary, as part of its development strategy and business internationalization. The Mozambican subsidiary will operate to carry out the program of activities that the Group is planning to develop in African countries, considered strategic in terms of the trend for the growth of the business related to renewable energy and smart energy.

Connected to the grid the “giant” PV plant of Paleisheuwel (South Africa)

On April 26, 2016, the first of the two “giant” photovoltaic worksites in South Africa, on behalf of a leading Italian utility, has been completed. The PV plant has been connected to the national transmission grid managed by Eskom. In particular, TerniEnergia Projects PTY Ltd, a South African subsidiary of TerniEnergia SpA, has completed the construction of the PV plant in Paleisheuwel (for a total installed capacity of 82.5 MWp), in advance of the timeline envisaged by the final contracts for EPC (engineering, procurement and construction) and O&M (operation and maintenance) four-year and renewable term, and in compliance with the expected financial results.

Shareholders’ meeting approves 2015 Financial Statements and the distribution of dividends equal to Euro 0,025 per share

On April 27, 2016, The Annual Shareholders’ Meeting of TerniEnergia approved the draft financial statements and noted the presentation of the consolidated financial statements as at December 31, 2015.. Shareholders’ meeting also approved the distribution of a dividend of Euro 0,025 per share, corresponding to a payout ratio of 43% on consolidated net profit. The dividend will be paid on May, 25 2016, and the relevant coupon No. 7 shall be separated on May, 23 2016. The Shareholders’ Meeting appointed the members of the Board of Directors, which will remain in office for the years 2016, 2017 and 2018, until the Shareholders’ Meeting called to approve the financial statements as at 31 December 2018, the number of which has been determined in 9 members. Also appointed the three members of the Board of Statutory Auditors and 2 alternate auditors from Slate no. 1, who will remain in office for the years 2016, 2017 and 2018.

 

BUSINESS OUTLOOK

TerniEnergia is strengthening the activities of scouting and market analysis for the development of new projects and to participate in new international tenders as “EPC contractor” for large utility or primary investors. TerniEnergia aims to develop new growth opportunities in countries with considerable potential of growth, with the aim to consolidate its global presence, with a view to geographical diversification and maximization of the value created with internationalization strategy. In particular, in the field of photovoltaic plants, are ongoing preliminary activities to achieve important contracts in emerging target countries with abundant renewable resources, stable regulatory systems and high economic growth systems. In this context, 4 tenders for the construction of photovoltaic systems on behalf of a leading utility with the formula EPC (engineering, procurement and construction) have reached the final stage, respectively, in Zambia, South Africa, Egypt and Mozambique for a total of 170 MWp.

In addition, consistent with the strategic objectives set in the updated business plan, TerniEnergia has undertaken a new initiative to strengthen and consolidate the activities of the Business Line “Energy Saving”, from which are expected contracts for industrial scale energy saving projects to be implemented for primary industrial players. In this perspective it was launched the “HUB” project, a new operating mode to unlock the industrial energy efficiency market through the formula of the “third party financing” in Italy.

In the short term it will be completed the integration of TerniEnergia Gas & Power, with the completion of the merger into TerniEnergia in order to strengthen the Business Line “Energy Management” to access the dual fuel market for industrial customers.

TerniEnergia, moreover, will continue its scouting of the best opportunities to enter into the field of development and industrial production of smart solutions and technologies for the renewables manageement, the energy efficiency and the cleantech. This target aims to achieve a strong business diversification in anti-cyclical sectors and contribute to the completion of the Group’s “core” activities along the entire energy value chain, from plants design to after-sales evolved services.

Within the scope of the Cleantech business line, a strategic element of newness, however, is represented by the scouting for potential corporate and industrial partnerships in the environmental sector, including even the possibility of giving life to the spin-off of the plants in the “waste management” industry in a newco, which will provide a “national leader” industrial platform open to the participation of new investors focused on the green & circular economy fields.

TerniEnergia may use all or part of the portfolio of treasury shares as consideration in the context of possible extraordinary transactions for the conclusion of industrial or strategic alliances regarding the involvement of third-party investors, who are not yet identified.

 

ASSIGNMENT OF POWERS TO THE BOARD OF DIRECTORS

The Board of Directors has appointed the Chairman Stefano Neri as CEO of the Company, granting the relevant powers for the exercise of the office, in continuity with the previous mandate. The Board then proceeded to the appointment of Mr Massimiliano Salvi as Vice President and to the appointment of Mr Fabrizio Venturi and Ms Laura Bizzarri as Executive Directors.

The Board of Directors in accordance with the Corporate Governance Code published by Borsa Italiana and following the changes that occurred in the components of the administrative body (in number of 9, including 4 – Domenico De Marinis, Marco Mario Molteni, Paolo Ottone Migliavacca and Laura Rossi – who meet the independence requirements provided for by art. 148-ter of TUF and those provided for by the Corporate Governance Code promoted by Italian Stock Exchange), appointed by the Shareholders’ Meeting on April 27, 2016, made the self-assessment procedure, expressing positive judgment about the adequacy of its size, its composition, the type and variety of skills and experience as a whole, of its operation and the one of the committees set up within the Company.

The Board of Directors has also carried out the verification of the existence of the independence requirements of the legislation and the Corporate Governance Code for Listed Companies. As a result of this evaluation, was confirmed the existence of the independence requirements of the four Directors qualified as independent.

Within the Board of Directors were set up control and risk committee and the Committee for transactions with related parties and the Remuneration Committee, in the persons of the Directors Migliavacca, De Marinis, Molteni and Rossi.

The Board of Directors appointed Director in charge of Internal Control System and Risk Management Ms Laura Bizzarri and appointed Lead Independent Director Mr Paolo Ottone Migliavacca.

It also noted that the Board of Auditors, in compliance with art. 8.C.1. the Code of Conduct, verified the existence of the independence requirements of all its members also on the basis of the criteria provided by art. 3.C.1 by the aforementioned Code regarding the independence of directors and has informed the Board of Directors.

 

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

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

 

 

TerniEnergia, 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..

 

Press-release_TE-Q1-2016-2016-05-13

 

27Apr 2016
  • Approved the Financial Statements as at December 31, 2015 and a consolidated Net profit for the year of Euro 2.6 million
  • Approved the First Section of the Report on remuneration foreseen by art. 123-ter of TUF
  • Approved the remuneration and incentive policies for 2016
  • Appointed the Board of Directors of TerniEnergia S.p.A. and its President, who shall hold office for the years 2016, 2017 and 2018: three new board directors, Massimiliano Salvi, Laura Bizzarri and Laura Rossi
  • Appointed the Board of Statutory Auditors of TerniEnergia S.p.A., which will remain in office for the years 2016, 2017 and 2018

 

The Annual 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 under the chairmanship of Fabrizio Venturi and approved the draft financial statements and noted the presentation of the consolidated financial statements as at December 31, 2015.

RESULTS OF THE GROUP TERNIENERGIA

Revenues amounted to Euro 368.7 million, showing an increase of 288% compared to 31 December 2014 (Euro 95.2 million) attributable, on the one hand, to the presence of Free Energia in the scope of consolidation until 30 November 2015 and, secondly, to the state of play of the worksites for EPC activities concerning two contracts in South Africa.

EBITDA amounted to Euro 25.2 million, a significant increase (+40%) compared to December 31, 2014 (Euro 18 million). The EBITDA margin amounted to 6.8%, decreasing compared to 2014 (18.9%) due to the different business model. Revenues and margins are the highest achieved in the history of the company.

Net operating income (EBIT) amounted to Euro 17.1 million (Euro 8.4 million as at December 31, 2014), after depreciations, amortizations and impairments of Euro 8.1 million (Euro 9.6 million total in 2014).

Net profit, which includes the share of results from the activity of photovoltaic JV, amounted to Euro 2.6 million, while the profit before tax (EBT) amounted to 6.1 million. The significant incidence of a tax rate of 58% (increasing due to the effects of the reduction of IRES from 2017, which led to a recalculation of deferred taxes already in the year 2015), is the main reason for the contraction of the Net profit compared to December 31, 2014, which amounted to Euro 6.2 million (-59%).

The Net financial position is Euro 87.3 million (Euro 92.9 million as at 30/09/2015). NFP compared to 2014 has decreased of Euro 20.8 million, bearing witness placed by management on maintaining a group’s financial balance. The Current NFP is equal to Euro 79.2 million, while the NFP in short term amounts to Euro 8.1 million. The steady reduction of the NFP allowed to reach the expected results in the Business Plan’s Update. The ratio NFP/Net equity is 1,56x (gearing ratio 156%) and remains almost constant compared with the 1,51x of the previous year, also in line with the expectations of the business plan. The ratio NFP/EBITDA is equal to 3.46 x (6x compared to the year 2014).

The Net Equity Euro 55.8 million decreasing of 21.8% (Euro 71.3 million at 31/12/2014), by effect of disinvestment from Free Energia, while the Fixed assets amounted to Euro 125.3 million, of which Euro 82.6 million related to tangible assets. Net equity takes into account the treasury shares held in portfolio, which amounted to No. 4,012,998.

TERNIENERGIA S.P.A.’ RESULTS AS AT DICEMBER 31, 2015

Net revenues amounted to Euro 32.2 million (Euro 17.7 million as at 31/12/2014). The gross operating margin (EBITDA) amounted to Euro 11.5 million (Euro 5.7 million as at 31/12/2014). The net result amounted to Euro 2.1 million (Euro 1.7 million as at 31/12/2014).

DIVIDEND

Shareholders’ meeting also approved the distribution of a dividend of Euro 0,025 per share, corresponding to a payout ratio of 43% on consolidated net profit. The dividend will be paid on May, 25 2016, and the relevant coupon No. 7 shall be separated on May, 23 2016.

REMUNERATION REPORT EX ART. 123-TER D. DECREE 58/98

The Shareholders’ meeting approved the Remuneration Report of Directors and Managing Directors with strategic responsibility provided by art. 123-ter of D. Decree 58/98.

REMUNERATION AND INCENTIVE POLICIES

The Shareholders’ Meeting approved the policy of the Company and the Group regarding remuneration and incentives, which includes: (a) the total taxable annual remuneration of the Board of Directors for Euro 490,000 over costs and legal contributions, in addition to reimbursement of the costs incurred; (B) a maximum annual variable component of 15% of emoluments payable to the individual executive director for exceeding an amount equal to at least 5% in EBITDA expected from the approved business plan, deferring the payment of 50% of the component gained varying only at the natural expiry of the mandate; (C) to determine the gross annual remuneration of the Board of Auditors for Euro 70,000 plus reimbursement of expenses incurred.

RENEWAL OF CORPORATE BOARDS

The Shareholders’ Meeting appointed the members of the Board of Directors, which will remain in office for the years 2016, 2017 and 2018, until the Shareholders’ Meeting called to approve the financial statements as at 31 December 2018, the number of which has been determined in 9 members. The Directors proposed in the list submitted by the majority shareholder Italeaf S.p.A., and voted unanimously are: Stefano Neri, born in Terni (TR) il 14/09/1959, il quale ha assunto la carica di Presidente; Monica Federici, born in Roma on 03/07/1958; Fabrizio Venturi, born in Terni (TR) on 14/02/1964; Massimiliano Salvi born in Milano (MI) on 22/04/1964; Laura Bizzarri born in Foligno (PG) on 22/09/1971; Mario Marco Molteni born in Varese (VA) on 18/09/1958; Paolo Ottone Migliavacca born in Milano (MI) on 24/05/1975; Domenico De Marinis, born in Roma on 20/01/1961; Laura Rossi born in Amelia (TR) on 18/10/1965. Mario Marco Molteni, Paolo Migliavacca, Domenico De Marinis and Laura Rossi declared their independence in accordance with the regulations in force, including the Consolidated Finance Act, and the Self-Governance Code. Also appointed the three members of the Board of Statutory Auditors and 2 alternate auditors from Slate no. 1, who will remain in office for the years 2016, 2017 and 2018: Ernesto Santaniello, born in Napoli (NA) on 06/09/1943, who assumes the role of Chairman of the Board of Statutory Auditors, Vittorio Pellegrini, born in Terni (TR) on 05/04/1966, elected statutory auditor, Simonetta Magni, born in Terni (TR) on 18/02/1966, elected statutory 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.

PUBLISHED 2015 FINANCIAL STATEMENTS FINALLY APPROVED

The minutes will be made available to the public within the terms and in the manner provided by law.

The Financial Statements of TernIEnergia S.p.A. and the Consolidated Financial Statements of the TerniEnergia Group as at December 31, 2015, approved by the Shareholders’ AGM, together with the documentation required by law, are available to the public at the registered office, the website www.ternienergia.com, (Investor Relations/Financial Reporting section) and on the authorised storage mechanism 1Info at www.1info.it.

Based on the information available to the Company, none of the Directors or Statutory Auditors hold TerniEnergia S.p.A. shares, with the exception of Stefano Neri, who holds 120.697 TerniEnergia S.p.A. shares directly and 19.867.103 indirectly, Fabrizio Venturi, who holds directly 74.654 TerniEnergia S.p.A. shares, and Monica Federici who holds directly 16.058 TerniEnergia S.p.A. shares. The documentation relating to the members of the Board of Directors and Board of Statutory Auditors appointed, including the curriculum vitae and the declarations of independence of the independent directors appointed is available in the Investor Relations/Shareholders’ Meetings section on the website www.ternienergia.com.

 

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

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

 

Attached: the Letter to Shareolders by Stefano Neri (Chairman and CEO TerniEnergia)

 

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..

Press-release_TE-AGSM-2016-04-27

26Apr 2016
  • The south african subsidiary TerniEnergia Projects PTY Ltd has completed the construction of the plant from 82.5 MWp in advance on the timetable
  • Provided a four-year renewable contract for operation and maintenance

 

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, today, the first of the two “giant” photovoltaic worksites in South Africa, on behalf of a leading Italian utility, has been completed. The PV plant has been connected to the national transmission grid managed by Eskom.

In particular, TerniEnergia Projects PTY Ltd, a South African subsidiary of TerniEnergia SpA, has completed the construction of the PV plant in Paleisheuwel (for a total installed capacity of 82.5 MWp), in advance of the timeline envisaged by the final contracts for EPC (engineering, procurement and construction) and O&M (operation and maintenance) four-year and renewable term, and in compliance with the expected financial results.

The worksite of Paleisheuwel, which is spread over an area of 240 hectares, has employed more than 500 workers in the various functions for the installation of 611,000 photovoltaic PV panels, with a capacity between 125Wp and 140Wp. It were installed in total 101,850 structures, used 7 million kg of metallic carpentry and laid 3,000 km of electric cables. 6 subcontractor companies were involved in the installation and TerniEnergia operated in compliance with the promotion of political participation in the economic life of “black people”.

Press-release_te-PV-2016-04-26

20Apr 2016
  • The company will take part in development projects in the renewable energy sector
  • The CEO Stefano Neri awarded in New York for the repositioning of TerniEnergia in the smart energy sector

 

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 established in Maputo (Mozambique) the 100% owned subsidiary “TerniEnergia company Moçambique Limitada”, as part of its development strategy and business internationalization.

The Mozambican subsidiary will operate at maximum efficiency for the conduct of consistent program of activities that the Group plans to develop in African countries, considered strategic in terms of development trend and for the growth of the business related to renewable energy and smart energy. In particular, the operations are underway in preparation for the participation in projects in the energy sector through the construction of photovoltaic plants of industrial size.

TerniEnergia announces, moreover, that Stefano Neri, chairman and CEO, received at the Yale Club in New York the prestigious “Iair Awards for Excellence in Global Economy & Sustainability” as CEO of the year for sustainability and smart energy, with the following motivation:

“For his successful leadership in the smart energy sector, and for founding TerniEnergia – a 3 years in a row IAIR awards winner – and Italeaf Group, known as a “factory of factories” developer and a front-runner in the clean-tech and innovation industry.  Along with his legal activities in prestigious Italian companies and institutions, Mr. Neri was able to create a new sustainable business model and export it all over the world”.

The VI Annual Edition of IAIR AWARDS® –Excellence in Global Economy & Sustainability was a real success. Among the participants, there were the most important financial, insurance, legal, banking and entrepreneurial companies from all around the world.

The American CEO Summit, a debate among Chief Executive Officers and Managing Directors from three different top players on their respective sectors, anticipated the Award Ceremony this year. The speakers were Philippe Buhannic, CEO of Trading Screen, most innovative company in trading solutions, Bankee Kwan CEO of Celestial Asia Securities Holdings, that provides a working environment motivating each employee to strive for the best practices on sustainability issues and Kelly Waltrich, Senior Vice President of eMoney advisor, one of the leading companies in financial services.

 

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..

Comunicato-Stampa_te-moz-2016-04-20

14Mar 2016

Italeaf: higher revenues and margins in the TerniEnergia’s history

  • Approved the financial statements at 31 December 2015;
  • Pre-tax profit amounted to Euro 6.1 million; Net profit of Euro 2.6 million, proposed dividend of Euro 0,025 p.s
  • Revenues of Euro 369.8 million, + 288% (Euro 95.2 million at 31/12/2014)
  • EBITDA amounted to to Euro 25.2 million, +40% (Euro 18 million as at 31/12/2014) with EBITDA margin to 6.8% (18.9% as at 31/12/2014)
  • EBIT of Euro 17.1 million, + 103% (Euro 8.4 million at 31/12/2014)
  • Earnings before taxes (EBIT) amounted to Euro 6.1 million; Net profit amounted to Euro 2.6 million, -59% (Euro 6.2 million at 31/12/2014); tax rate of 57,3%
  • NFP of Euro 87.3 million, of which Euro 8.1 million in short-term (Euro 92.9 million at 30/09/2015, of which Euro 7.1 million in short-term)
  • Net equity amounted to Euro 55.8 million (Euro 70.8 million at 30/09/2015)
  • Approved the merger of TerniEnergia Gas & Power in TerniEnergia S.p.A.

The Board of Directors of TerniEnergia, smart energy company active in the fields of renewable energy, energy efficiency, waste and energy management, listed on the Star segment of the Italian Stock Exchange and part of Italeaf Group, approved today the draft financial statements and the consolidated financial statements as at December 31, 2015.

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

“The Group’s results confirm the implementation of targeted structural and operational improvements, envisaged in the transition to the new business model. The achieviement of the higher revenues and margins in the company’s history, the drastic and continuous reduction in the NFP, the improvement in the performance indicators are all key data demonstrating the correctness of the choices at the base of the business plan “Fast on the smart energy road”. With these assumptions, we prepare to complete the roadmap that we have designed and passing through a strategic repositioning of the Company, with possible M&A aimed at alliances or integration with companies operating in the “smart technologies” and with the focus on partnership research in the environmental sector. Through the achievement of the targets of the industrial plan and the contemporary scouting for extraordinary transactions, we will further strengthen the value of our company”.

CONSOLIDATED RESULTS AS AT DECEMBER 31ST, 2014

Revenues amounted to Euro 369.8 million, showing an increase of 288% compared to 31 December 2014 (Euro 95.2 million) attributable, on the one hand, to the presence of Free Energia in the scope of consolidation until 30 November 2015 and, secondly, to the state of play of the worksites for EPC activities concerning two contracts in South Africa.

EBITDA amounted to Euro 25.2 million, a significant increase (+ 40%) compared to December 31, 2014 (Euro 18 million). The EBITDA margin amounted to 6.8%, decreasing compared to 2014 (18.9%) due to the different business model. Revenues and margins are the highest achieved in the history of the company.

Net operating income (EBIT) amounted to Euro 17.1 million (Euro 8.4 million  as at December 31, 2014), after depreciations, amortizations and impairments of Euro 8.1 million (Euro 9.6 million total in 2014).

Net profit, which includes the share of results from the activity of photovoltaic JV, amounted to Euro 2.6 million, while the profit before tax (EBT) amounted to 6.1 million. The significant incidence of a tax rate of 58% (increasing due to the effects of the reduction of IRES from 2017, which led to a recalculation of deferred taxes already in the year 2015), is the main reason for the contraction of  the Net profit compared to December 31, 2014, which amounted to Euro 6.2 million (-59%).

The Net financial position is Euro 87.3 million (Euro 92.9 million as at 30/09/2015). NFP compared to 2014 has decreased of Euro 20.8 million, bearing witness placed by management on maintaining a group’s financial balance. The Current NFP is equal to Euro 79.2 million, while the NFP in short term amounts to Euro 8.1 million. The steady reduction of the NFP allowed to reach the expected results in the Business Plan’s Update. The ratio NFP/Net equity is 1,56x (gearing ratio 156%) and remains almost constant compared with the 1,51x of the previous year, also in line with the expectations of the business plan. The ratio NFP/EBITDA is equal to 3.46 x (6x compared to the year 2014).

The Net Equity Euro 55.8 million decreasing of 21.8% (Euro 71.3 million at 31/12/2014), by effect of disinvestment from Free Energia, while the Fixed assets amounted to Euro 125.3 million, of which Euro 82.6 million related to tangible assets. Net equity takes into account the treasury shares held in portfolio, which amounted to No. 4,012,998.

The Board of Directors approved the proposal to the Shareholders’ Meeting about the distribution of a gross dividend of Euro 0,025 per share, corresponding to a payout ratio of 43% on consolidated net profit. The dividend will be paid on May, 25 2016, and the relevant coupon No. 7 shall be separated on May, 23 2016.

 

INDUSTRIAL RESULTS AS AT DECEMBER 31, 2015

The state of the art of the two “giant” worksites active in South Africa (photovoltaic plants of total capacity of 148.5 MWp on behalf of a leading Italian utility) is in line with the timetable envisaged by the final contracts for the EPC (engineering, procurement and construction) and O&M (operation and maintenance). The total number of photovoltaic plants built by TerniEnergia from the beginning of its activity is equal to 273, with an aggregate capacity of approximately 284.1 MWp (13.2 MWp in full ownership and 30 MWp in joint venture for the Power Generation activity). Moreover, are connected to the grid biomass plants for a total of 1.5 MWe and 2 MWt.

The total energy production of the full ownership and joint ventures plants for the power generation business, in the first half was equal to around 64 million kWh. In the environmental sector are operating two treatment and recycle of end of life tires plants (ELTs), the GreenAsm biodigestion and composting plant and finally the groundwater remediation plant in Nera Montoro (TR).

From the beginning of the year Free Energia Group has managed 1,3 TWh of energy for energy-intensive customer. The industrial results of Free Energia SpA are considered in the consolidated TerniEnergia Group results until November 30, 2015, the effective date of the divestment.

TerniEnergia Gas & Power has handled about 13.2 million standard cubic meters of gas equivalent to 139,800 MWh.

The group has realized interventions of lighting energy efficiency of industrial scale for about 10,200 light points with a expected savings higher than 21.2 million kWh and 3,901 TEP.

Greenled Industry produced in 2000 led lamps allocated to energy efficiency projects and 500 lamps for direct sales.

 

TERNIENERGIA S.P.A.’ RESULTS AS AT DICEMBER 31, 2015

Net revenues amounted to Euro 32.2 million (Euro 17.7 million as at 31/12/2013). The gross operating margin (EBITDA) amounted to Euro 11.5 million (Euro 5.7 million as at 31/12/2013). The net result amounted to Euro 2.1 million (Euro 1.7 million as at 31/12/2013).

SIGNIFICANT EVENTS OCCURRED AFTER THE END OF FINANCIAL YEAR

Signed agreement with Khalid Al Hamed Group LLC

January 19, 2016 – Established in Abu Dhabi subsidiary TerniErgia Middle East Power LLC, 51% owned by Al Hamed Group and 49% owned by TerniEnergia, with a share capital of 150,000 Dirham. The profits will be distributed as follows: 75% in TerniEnergia S.p.A. and 25% to Khalid Al Hamed Group LLC. TerniEnergia will have the responsibility for the management of operational and industrial activieties.

Presented “TerniEnergia Hub”, the new working formula of the “Energy saving” Group’s Business Line

February 11, 2016 – Target of the solution: to create a specialized investment asset class, which would allow to the capital markets to invest in Italian energy saving projects. The business tool is the ideal convergence platform between the industrial chain of the energy efficiency sector and the institutional investors. TerniEnergia will provide to the ESCo various solutions (from financial leasing to securitization of receivables projects) to solve the critical issues that hamper the financing market of energy saving.

BUSINESS OUTLOOK

TerniEnergia intends to increase the contribution from contracts in photovoltaics sector already acquired and being acquired abroad, partly as a result of compliance with the timetable provided in the definitive agreements. The company also intends to take advantage of the international context extremely positive for the sector, strengthening the activities of scouting and market analysis for the development of possible partnerships in the EPC (not exclusively photovoltaic), in order to assess the possibility of setting up an “Italian leader” industrial platform for the achievement of large contracts abroad.

In addition, consistent with the strategic objectives set in the updated business plan, TerniEnergia has undertaken a new initiative to strengthen and consolidate the activities of the Business Line “Energy Saving”, from which are expected contracts for industrial scale energy saving projects to be implemented for primary industrial players. In this perspective it was launched the “HUB” project, a new operating mode to unlock the industrial energy efficiency market through the formula of the “third party financing” in Italy.  The aim of “TerniEnergia Hub” is to form a strategic alliance between all actors of the energy efficiency value chain to meet the needs of the capital market, selecting energy efficiency projects and interventions with FTT formula (financing through third parties), assessing the economic returns from the business plan and the technology risk and offering them to institutional investors to finance the construction or acquiring credits generated by the activities of energy saving. The operation aims to create a specialized asset investment class, that allows capital markets to invest in Italian projects of energy saving. It is one of the factors that, according to the analysis of the financial community, have so far delayed the development of the energy efficiency financing market, leading to frustration the sector and delaying the achievement of a significant size for projects.

TerniEnergia also aims to maximize returns from the acquisition of Greenled Industry, with a function of supply chain optimization for the line of business “Energy Saving”, under which the supply of LED lamps is the main item cost. This transaction is consistent with the TerniEnergia targets and in line with the growth of the ” Energy Saving” sector.

TerniEnergia has started the full integration into the Group of TerniEnergia Gas&Power, into Business Line “Energy Management”. The Company aims to enter in the dual fuel market and to attend all stages of the value chain for electricity and gas in Italy, by integrating supply, trading and marketing of natural gas and LNG with the generation and management of electricity; maximize opportunities for development of the gas sector, both in Italy and internationally, recorded in the first half of a positive trend in terms of volumes and margins, are expected to grow even more interesting in relation to the sector of electric energy; distinguish the role of the Company to the institutions, the market, the financial community and the industrial customers.

TerniEnergia, moreover, will continue its scouting of the best opportunities to enter into the field of development and industrial production of smart solutions and technologies for energy efficiency and cleantech. This target aims to achieve a strong business diversification in anti-cyclical sectors and contribute to the completion of the Group’s “core” activities along the entire energy value chain, from plants design to after-sales evolved services.

Within the scope of the Cleantech business line, a strategic element of newness, however, is represented by the scouting for potential corporate and industrial partnerships in the environmental sector, including even the possibility of giving life to the spin-off of the plants in the “waste management” industry in a newco, which will provide a “national leader” industrial platform open to the participation of new investors focused on the green & circular economy fields.

TerniEnergia may use all or part of the portfolio of treasury shares as consideration in the context of possible extraordinary transactions for the conclusion of industrial or strategic alliances regarding the involvement of third-party investors, who are not yet identified.

FURTHER RESOLUTIONS OF THE BOARD OF DIRECTORS

The Board of Directors has approved the project for the merger by incorporation into TerniEnergia of TerniEnergia Gas & Power (a wholly owned company controlled by TerniEnergia), in compliance with the articles 2501 and 2505, of the Italian Civil Code. Since the incorporation of wholly-owned subsidiary pursuant to art. 2505 cc, the decision regarding the merger will be adopted by the Board of Directors of TerniEnergia instead of the extraordinary Shareholders’ Meeting, in accordance with what is permitted by art. 2505, paragraph 2, C.C..

With the merger will result a shortening of the chain of control that will allow better financial management of energy management, better business coordination, achieving productive and financial synergies and achieving savings in operational and management overheads.

The documentation relating to the merger specified by law will be available to the public at the registered office and on the website of the company www.ternienergia.com/Investor Relations section, and on the 1INFO storage system.

As provided by Consob Regulation for Transactions with Related Parties (approved by resolution no. 17221 of 12/3/2010 and subsequent amendments) and the Procedure for Transactions with Related Parties prepared by the Company, it is not necessary to prepare the relevant information document as the operation is carried out between subsidiaries and there are no interests, qualified as significant in terms of the criteria defined by the procedures, of other related parties of the company.

The Board of Directors, subsequently, has reviewed and approved the Report on corporate governance and ownership structure for the year 2015, the Report of the Audit and Risk Committee, the report of the manager in charge on the management of administrative processes in internal control perspective, and approved the Report on the remuneration of Directors and key management with strategic responsibilities pursuant to Article. 123-ter of Legislative Decree 58/98, which will be subject to approval by the Shareholders’ Meeting.

The Board of Directors finally called the ordinary Shareholder’ Meeting on April, 27, 2016, in first call, and on April, 28, 2016, in second call, to resolve onthe approval of thefinancial statements as at31/12/2015.

The documentation related to items on the agenda of the Shareholders’ Meeting shall be made available to the public at the time and in the manner provided by law.

***

The Officer appointed for the preparation of accounting and corporate documents, Dott. Paolo Allegretti, states, pursuant to paragraph 2 of art. 154-bis of the consolidated Financial Act, that the accounting information that is contained in this press release corresponds to the results contained in the documents, books, and accounting records.

Press-release_TE-2016-03-14

19Jan 2016
  • Established in Abu Dhabi the JV Terniergia Middle East Power LLC, 51% owned by Al Hamed Group and 49% owned by TerniEnergia with share capital of 150,000 Dirhams
  • Profits will be divided as follows: 75% to TerniEnergia and 25% to Khalid Al Hamed Group LLC
  • TerniEnergia have the responsibility of management of the operational and industrial activities

 

Italeaf, holding company and first Italian company builder active in cleantech and smart innovation sectors, listed on on NASDAQ OMX First North, 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, as part of its international development strategy, finalized the establishment in Abu Dhabi of the company TerniErgia Middle East Power LLC under the UAE regulations, 51% owned by Khalid Al Hamed Group LLC and 49% by TerniEnergia, which will operate in the Middle East and the Gulf Cooperation Council (GCC), with registered capital of 150 thousand Dirhams.

Stefano Neri, Chairman and Ceo of TerniEnergia stated as follows:

“With the signing of the shareholders agreement between TerniEnergia and Al Hamed Group, we are taking a further step in the internationalization path of the Group. TerniEnergia aims to do this because of the targets of the business plan, that we will engage us in the development of important industrial activities abroad. We believe that business development in high-growth areas such as the Gulf and the Emirates, will be a major opportunity to strengthen the market position and maximize the prospects of value creation of the Group”.

In particular, TerniEnergia and Al Hamed Group have signed a shareholders’ agreement which governs the operation of the company, subject to a strategic agreement already signed by the parties and communicated to the market on 29 April 2014. TerniErgia Middle East Power LLC have a Borad of Directors composed of two members in the persons of the Chairman and CEO Khalid Al Hamed Group LLC, Sheikh Khalid Bin Ahmed Al Hamed, and the Chairman and CEO of TerniEnergia, Stefano Neri. The profits from the activity of the company will be divided according to the following distribution: 75% to TerniEnergia and 25% to Khalid Al Hamed Group LLC.

The partnership between the two Groups, will see Khalid Al Hamed Group LLC engaged primarily in the management of relationships with government authorities in the area, in facilitating the authorization processes, in the acquisition of requirements and support in negotiations with financial partners and with the banking institutions to support the business development, and TerniEnergia with responsibility for management of the operational activities and the industrial sites. Through this management model, the parties aim to combine and enhance the know-how and technological expertise in the field of renewable energy and environmental industry of TerniEnergia with the financial capacity and business development skills of Al Hamed Group, allowing to TerniErgia Middle East Power LLC a rapid growth process.

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..