Financial News

Financial News

31Oct 2014

After the acquisition of Free Energia and the chancing in the macroeconomic and sector scenarios, the Group is focusing on developing business with cash flow generation in Italy and the consolidation of the international development

• Net income for 2014 expected to around Euro 6 million.

• Confirmed the dividend policy and the reduction of around one-third of the Net Financial Position

• 4 new business lines: Technical Services, Cleantech, Energy Saving and Energy Management

TerniEnergia SpA, active in the fields of renewable energy, energy efficiency, waste and energy management, listed on the Star segment of Borsa Italiana and paart of Italeaf Group, disclosed today the evolution of the strategic lines, towards the new Strategic Plan post-Acquisition of Free Energia SpA,, to the Italian financial community.

The presentation took place in Milan, in Borsa Italiana, during the workshop “Smart to restart industry” organized by Italeaf Group, holding company and the first Italian company builder, main shareholder of TerniEnergia.

Financial targets

The Chairman and CEO of TerniEnergia, Stefano Neri, announced that in 2014, the Group aims to maintain a solid financial balance and confirms a dividend policy-oriented to the shareholder remuneration.

The target net income for the current year is approximately EUR 6 million. TerniEnergia has confirmed its intention to reduce the NFP in the current year (2014) by around a third.

Strategic guidelines towards the new TerniEnergia Business Plan

The guidelines for strategic development anticipated by Fabrizio Venturi, Managing Director of TerniEnergia, and Umberto Paparelli, Chairman and CEO of Free Energia, include:

– Launch of the first Italian industrial “Smart energy company”, through the integration of the energy value chain from the renewable power generation, to the development of PV utility scale plants abroad, to the energy efficiency activity through innovative technologies, up to energy and waste management;

– Development of a new organizational structure based on 4 business units:

Technical Services – Power generation from renewable sources (photovoltaic), in a sustainable and economically competitive way, activities of EPC and O&M;

Cleantech – Efficient management of energy and materials recovery plants from waste and marginal resources (biodigestion and pyrogasification, ELT treatment, water remediation) and start of new business of management of vegetable oil burning power plants and trading of vegetable oil.

Energy saving – Solutions for Energy Efficiency in the lighting and industrial sectors with highly innovative technologies, Esco (through third party financing) and Espco (EPC and consulting) through the Lucos Alternative Energies subsidiary, directly managed by Free Energia (Pierluigi Cernieri Umberto Paparelli and Salvatore Pelleriti).

Energy management – Sales of Energy to energy intensive customers, software and services for energy management, administrative, financial and credit management.

 

 

The slides of the workshop “Smart to restart industry” are available on the Company’s website in the Investor Relations section at: http://www.ternienergia.com/index.php/presentazioni-2/

 

TerniEnergia, a company incorporated in September of 2005 and part of Italeaf Group, 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; decommissioning of industrial plants, recovery of demolition metals and cleaning of industrial sites; development and production of technological apparatus.

TerniEnergia, through Lucos Alternative Energies, 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.

Through Free Energia, 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.

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

Press Release_TE-2014-10-31

22Oct 2014

Skyrobotic, an italian company based in Terni, active in the project, development, mass production and commercialization of unmanned aircraft systems (UAS) in the small and micro sector for civil aand commercial use, part of Italeaf group, is proud to announce that it has been named “Best European Enterprise for Innovation and Leadership in the field of civil drones” within the prestigious “Iair Awards 2014 – European Edition” presented to the executive directors Mr Michele Feroli and Mr Federico Zacaglioni in Milan, in the enchanting surroundings of Palazzo Mezzanotte, headquarter of the Italian Stock Exchange.

There were more than 40 companies that attended the ceremony in wich Skyrobotic was awarded, coming from Europe and overseas. Among them: Philips, Subaru, BPC, Veeam Software, Deutsche Bank, Power Japan Plus, Eurasian Bank, B2X Care Solutions and Thomas Piketty as Most Influential Man of the Year.

The Iair Corporate Award 2014 was awarded to the Italian UAS industrial producer for the following reasons: “For being  the first Italian factory of unmanned aircraft systems, and the undisputed leadership in the field of civil drones for commercial use: for taking care of the whole industrial chain, from design to integration of the system to  the turn-key production of a range of products that are suitable to cover both the needs of companies and skilled operators“.

The Chairman of Skyrobotic and Italeaf Group, Mr Stefano Neri, stated:

For a start-up with high innovation skills and know how that wants to grow rapidly in the market of drones for civil use, as Skyrobotic, to obtain a recognition of such prestige within months of its constitution, is a matter of great pride that involves our industrial group. The Iair Corporate Award is a further stimulus to continue in the path of growth of the company, which intends to appear soon in the international arena with a Made in Italy high-tech and innovative proposal. The Italeaf Group confirms its commitment to build an industrial chain in the drones sector, creating value for our shareholders and at the same time bringing a major contribution to the Italian national system, intercepting the growth opportunities and strategic vision in a sector such as aerial systems remotely piloted with plenty of opportunities for growth in the coming years“.

IAIR AWARDS® is one of the world’s leading ranking and prize for excellences in global economy and sustainability. It is made up of the scientific committee of IAIR® and IAIREVIEW.org along with a team of dedicated legal, economic and financial journalists in over 120 countries worldwide.

The IAIR AWARDS® is focused on Global Economy and Sustainability and in particular in the following categories: Green Economy, Alternative Investments, Business Opportunities, Global Corporate Excellences, FX, ETFs and Commodities, Law, Asset Management, Family Office and Wealth Management, Philanthropy, Private Equity, Real Estate and Property, Succession Planning and Family Businesses. According to Alexa – Amazon and Google Page Rankings, IAIR (IAIR Awards) is ranked # 1 in its niche.

 

Skyrobotic Srl, with a share capital of 1.03 million Euros, is the Italian company leader in the field of unmanned aerial systems (UAS). Established in December 2013, and parte of the Italeaf group, is active in the development, manufacturing and marketing of drones in mini and micro classes for the civil and commercial use in the professional market. With a constant focus on innovation, the company intends to achieve the leadership in the field of unmanned aircraft, taking care of the whole industrial chain, from design to system integration, right through to production turnkey platform robust, practical and effective in the field of remote sensing proximity. Skyrobotic combines the know-how and decades of experience in the field of Siralab Robotics, a company with high technological content, and the track record, operational experience and financial capacity of Italeaf, group leader in the fields of cleantech and innovative industry listed on the First North segment of NASDAQ OMX in Stockholm Stock Exchange.

Press Release_SKY-2014-10-22

21Oct 2014
  • Subscribed to 96.63% the divisible share capital increase of TerniEnergia reserved to Free Energia S.p.A.’ shareholders, a company operating in the trading and energy efficiency field.
  • In relation to the capital increase, Free Energia’ actions were conferred for a number equal to 96,63 % of the share capital of the company  in order to finalize the transaction

TerniEnergia SpA, a company active in the renewable energy field, energy efficiency and waste management and part of the Italeaf Group, listed on the Star segment of Borsa Italiana, communicates that as at today the resolution approved by the Extraordinary Shareholders Meeting held on October 13,  2014 has been registered  to the Register of Companies at the Chamber of Commerce in Terni.  Such a resolution has as its object the share capital increase from Eur 50,529,680 to Eur 57,166,848, through the issuance up to no 6,637,168 TerniEnergia ordinary shares, to be signed through contribution in kind of shares of the company “Free Energia SpA”, with the exclusion of option rights pursuant to Article 2441, fourth paragraph, of the Italian Civil Code, according to the issue price of Euro 2.26 per share, of which Euro 1.26 per share premium, up to a maximum of Euro 15 million.

As at today no.6,413,703 TerniEnergia  shares have been subscribed resulting from this capital increase, and corresponding to 96.63% of the total amount approved against which  Free Energia shares were transferred  for a number equal to 96.63% of the share capital of the same. As a result of such consideration, the authorized share capital amounts to EUR 57,166,848, while the subscribed and paid amounted to EUR 56,943,383.00.

The newly issued shares of TerniEnergia paid by the shareholders of Free Energia are currently no.6.413.703, representing 14,57% of the share capital of TerniEnergia and the related  trading on the regulated  market will be possible only after the release by Consob of the  authorization to publish the Company prospectus  aimed  to be admitted to the  trading of the new shares. At the date of this press release the authorization by Consob is still pending. As a result of these subscriptions subject to the deadline of December 15, 2014 for any further subscriptions carried out by  shareholders of Free Energia, and except as specified with reference to the request for permission to publish the prospectus relating to the admission to trading of the new shares, the goal of the acquisition of Free Energia  by TerniEnergia is to be considered positively reached, for an amount  of Euro 14,494,968.

 

TerniEnergia, a company incorporated in September of 2005 and part of Italeaf Group, operates in renewable energy sector and is active in the photovoltaic field. 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; decommissioning of industrial plants, recovery of demolition metals and cleaning of industrial sites; development and production of technological apparatus.

TerniEnergia, through its controlled company Lucos Alternative Energies, 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_TEFREE-2014-10-21

17Oct 2014

Pursuant to art. 144-bis, clause 3, Consob Regulation 11971/1999 (“Issuers’ Regulation”), TerniEnergia S.p.A. a company active in the renewable energy sectors, energy efficiency and waste management, listed on Star segment of Borsa Italiana, has announced the launch of a share buy-back programme for a total of 2.656.720,ordinary treasury shares (6% of the share capital as it was before the share capital increase resolved by the extraordinary General Shareholders’ Meeting on 13 October 2014), as authorized by the Ordinary Shareholders’ Meeting held on 13 October 2014.

The programme allows the Company to carry out investment operations and to set up of a pool of securities, directly or through intermediaries, as allowed by current legislation. It may also be used for :

– Acquire a portfolio consisting of TerniEnergia ordinary shares to be used as consideration for any extraordinary transactions, through an exchange of equity or as a subject of the transfer, or for other purposes deemed of strategic, financial, industrial and/or operational interest of the Company;

– Providing shareholders with an additional tool to monetize their investment;

– Buy shares in a medium and long term investment perspective;

– Intervening directly or through intermediaries, in accordance with the existing provisions, to contain abnormal movements in prices or to stabilize the performance of trading and prices in the event of momentary phenomena caused by an excess volatility or low trading liquidity.

Purchase transactions are not instrumental to the reduction of share capital by cancellation of treasury shares purchased, nor intentionally aimed at delisting the Company’s operations.

The unit price for the purchase of shares can not be higher or lower than 10% compared to the reference price recorded by the shares in the trading session prior to each individual transaction.

From the point of view of the consideration for the sale of treasury shares purchased, the Board of Directors shall have the discretion to determine, from time to time, price and/or any additional condition, mode and time of use of treasury shares, token into account the performance of the share price in the period prior to the transaction and the best interests of the Company, in each case with the procedures, terms and requirements conform to accepted market practice and in compliance with the regulations from time to time applicable.

As for the daily volume of transactions relating to the program, the purchases will not exceed 25% of the average daily volume of shares traded in the 20 trading days preceding the date of each purchase.

By the second day of the trading week the Company will give notice to the market and the relevant authorities of the details (number of shares purchased, average price and total equivalent value) of the transactions made in the previous trading week.

As of today, the Company holds 7,500 treasury shares (around 0.02% of the share capital). The buy-back programme may also be implemented in a number of tranches within 18 months of the date of the aforementioned shareholders’ resolution.

The authorization to dispose of treasury shares purchased from time to time and held in the portfolio is no time limit. The Board of Directors may proceed with the completion of the authorized operations in one or more times.

 

TerniEnergia, a company incorporated in September of 2005 and part of Italeaf Group, operates in renewable energy sector and is active in the photovoltaic field. 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; decommissioning of industrial plants, recovery of demolition metals and cleaning of industrial sites; development and production of technological apparatus.
TerniEnergia, through its controlled company Lucos Alternative Energies, 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_TEAZPRO-2014-10-17
13Oct 2014

Launch of the first Italian independent “smart energy company” active in the field of renewable energy, efficiency, energy services and waste management. Green light for the plan for the purchase of own shares ( buy-back)

  • The Shareholders’ Meeting approves the proposal of a capital increase with the exclusion of the option rights, reserved to the shareholders of Free Energia SpA, through the issuance of new ordinary shares up to n. 6,637,168 to complete the acquisition of 100% of Free Energia, a company active in the trading and energy efficiency sectors
  • The issue price of the new shares amounts to Euro 2.26 per share
  • Countervalue of the transaction amounts to Euro 15 million for 100% of the shares of Free Energia SpA
  • The Shareholders’ Meeting approves the buy-back plan

The Shareholders’ Meeting of TerniEnergia SpA, a company active in the fields of renewable energy, energy efficiency and waste management and part of the Italeaf Group, listed on the Star segment of Borsa Italiana, met today in extraordinary and ordinary session under the chairmanship of Mr. Stefano Neri.

Extraordinary Session

The Extraordinary General Meeting approved the share capital increase, to be achieved through the issue of up to n. 6,637,168 ordinary shares of TerniEnergia SpA, from Euro 50,529,680 to Euro 57,166,848, to be subscribed by contribution in kind of shares of the company “Free Energia SpA”, with exclusion of the option rights pursuant to Article 2441, fourth paragraph, of the Italian Civil Code, by December 15, 2014, according to the issue price, specified in the report of the Board of Directors, of Euro 2.26 per share, of which Euro 1.26 per share by way of share premium, up to a maximum of Euro 15 million.

The operation is engaged in the development path that TerniEnergia followed continuously since its establishment and is therefore aimed at:

–  implement financial and operational synergies to plan a growth strategy, focused on developing business highly complementary to those existing of TerniEnergia;

–  develop a significant increase and diversification of the Group’s turnover;

–  widen the perimeter of the core activities, with the integration in the value-chain of technologically and innovative services;

– enhance the portfolio with a strong brand, which grew more than the market average, in a very competitive sector;

–  promote strong cross-selling business opportunities in the fields of energy efficiency and energy sales;

– maximize the economic returns associated with the integrated activities of production, management and sale of energy, thanks to the strong expansion of the sales network for services in energy savings;

– ensure entry into the promising market of the management and sale of services to certified vegetable oil burning power plants, a sector in which Free Energia aims to achieve a national leadership.

The Shareholders’ Meeting also resolved that, if the capital increase is not fully subscribed within the period of 15 December 2014, the same capital shall be deemed increased by an amount equal to the subscriptions received.

To the Board of Directors and on behalf of its chairman, Mr. Stefano Neri, are delegated full powers for the implementation of the capital increase before the deadline above mentioned.

TerniEnergia is assisted by Power Capital as financial advisor. Dr. Luigi Tardella, partner of Ambers & Co, is the person in charge of the transferring company Free Energia SpA, for the evaluation of the shares transferred as part of the acquisition of Free Energia.

Ordinary session

The Shareholders’ Meeting, convened in ordinary session, has today approved the proposal of a plan for the purchase of own shares (buy-back) already approved by the Board of Directors on 31 March 2014.

Reasons for the buy-back plan

Through the purchase of own shares, the company intends to:

– Acquire a portfolio consisting of TerniEnergia ordinary shares to be used as consideration for any extraordinary transactions, through an exchange of equity or as a subject of the transfer, or for other purposes deemed of strategic, financial, industrial and/or operational interest of the Company;

– Providing shareholders with an additional tool to monetize their investment;

– Buy shares in a medium and long term investment perspective;

– Intervening directly or through intermediaries, in accordance with the existing provisions, to contain abnormal movements in prices or to stabilize the performance of trading and prices in the event of momentary phenomena caused by an excess volatility or low trading liquidity.

Purchase transactions are not instrumental to the reduction of share capital by cancellation of treasury shares purchased, nor intentionally aimed at delisting the Company’s operations.

Maximum number of shares to be purchased

This proposal concerns the authorization to the Board of Directors to purchase one or more times its own shares up to the maximum amount of 2,656,720 shares, up to 6% of the share capital as it was before the share capital increase resolved by the extraordinary General Shareholders’ Meeting held today, taking into account the treasury shares held directly and those held from any subsidiary companies . The Company does not currently hold any treasury shares.

Period of validity of the Shareholders’ Meeting authorization

The authorization to purchase treasury shares is valid for a period of 18 months from the date of the Shareholders Meeting. The authorization to dispose of treasury shares purchased from time to time and held in the portfolio is no time limit.

The Board of Directors may proceed with the completion of the authorized transactions on one or more occasions.

Indication of the minimum and maximum price

The unit price for the purchase of shares can not be higher or lower than 10% compared to the reference price recorded by the shares in the trading session prior to each individual transaction.

From the point of view of the consideration for the sale of treasury shares purchased, the Board of Directors shall have the discretion to determine, from time to time, price and/or any additional condition, mode and time of use of treasury shares, token into account the performance of the share price in the period prior to the transaction and the best interests of the Company, in each case with the procedures, terms and requirements conform to accepted market practice and in compliance with the regulations from time to time applicable.

Manner of making the purchase

The purchase and disposal transactions of treasury shares, for which authorization is requested, will be performed in compliance with Article 144-bis of Consob Regulation implementing Legislative Decree 24 February 1998 n. 58 and, in general, in compliance with the applicable legislation, in particular the national and EU laws and regulations. The Shareholders’ Meeting handed to Mr Stefano Neri, Chairman and CEO of TerniEnergia, the power performing for the transactions in question.

TerniEnergia, a company incorporated in September of 2005 and part of Italeaf Group, operates in renewable energy sector and is active in the photovoltaic field. 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; decommissioning of industrial plants, recovery of demolition metals and cleaning of industrial sites; development and production of technological apparatus.
TerniEnergia, through its controlled company Lucos Alternative Energies, 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_TEASS-2014-10-13
13Oct 2014

ITALEAF:  TerniEnergia, Noteholders’ Meeting of the bonds “TerniEnergia Euro 25,000,000.00 Notes due 2019”

  • The Noteholders’ Meeting expressed the approval to the share capital increase of TerniEnergia SpA, with the exclusion of option rights pursuant to Article 2441, paragraph 4, of the Italian Civil Code which is reserved to the shareholders of Free Energia SpA, through the issuance of new ordinary shares up to n. 6,637,168 to complete the acquisition of 100% of Free Energia, a company engaged in the trading and energy efficiency
  • The General Meeting approved the amendments to the financial covenants provided pursuant to art. 8 (vii) of the Terms and Conditions of the Notes, to support the repositioning of the TerniEnergia Group’s business

TerniEnergia SpA, a company active in the fields of renewable energy, energy efficiency and waste management and part of the Italeaf Group, listed on the Star segment of Borsa Italiana, announces that on October 11, 2014 the Noteholders’ Meeting of the bonds “TerniEnergia Euro 25,000,000.00 Notes due”, for a total amount of 250 non-convertible bonds with a nominal value of Euro 100,000.00 each, issued by the Company with resolution dated January 27, 2014 – expressed the approval, in accordance with the Terms and Conditions of the Notes, to the the share capital increase with the exclusion of option rights pursuant to Article 2441, paragraph 4, of the Civil Code reserved to the shareholders of Free Energia SpA, through the issuance of new ordinary shares up to n. 6,637,168 of TerniEnergia shares, to refine, through a contribution in kind, the acquisition of 100% of Free Energia, a company active in the trading and energy efficiency, as extraordinary transaction whose value exceeds the 15% limit of the outstanding corporate capital of the Company.

The Noteholders’ Meeting approved the amendments to the financial covenants, required by the Company pursuant to article 8(vii) of the Terms and Conditions of the Notes, as follows:

– from 6 February 2016, in every semi-annual and annual balance sheet:

(i) Interest Coverage Ratio equal to or greater than 2.0X;

(ii) Net financial debt / EBITDA: equal to or less than 7.0X;

(iii) Net financial debt corporate / EBITDA : equal to or less than 4.0X;

– from 6 February 2017, in every semi-annual and annual balance sheet:

(i) Interest Coverage Ratio equal to or greater than 2.25X;

(ii) Net financial debt / EBITDA: equal to or less than 6.0X;

(iii) Net financial debt corporate / EBITDA : equal to or less than 3.50X;

– from 6 February 2018, in every semi-annual and annual balance sheet:

(i) Interest Coverage Ratio equal or greater than 2.50X;

(ii) Net financial debt / EBITDA: equal to or less than 5.0X;

(iii) Net financial debt corporate / EBITDA : equal to or less than 3.25X.

The amendments to the financial covenants to support the repositioning of the TerniEnergia Group’s business, through the acquisition of Free Energia SpA, aims to achieve the following objectives:

– The implementation of financial and operational synergies to plan a growth strategy, focused on developing business highly complementary to those of existing TerniEnergia;

– A significant increase and diversification of the Group’s turnover;

– The expansion of the scope of core activities, with the integration in the value-chain of services technologically innovative;

– the enhancement of the portfolio with a strong brand, which grew more than the market average, in a very competitive category;

– The development of strong cross-selling business opportunities in the fields of energy efficiency and energy sales;

– The maximization of economic returns associated with the integrated activities of production, management and sale of energy, thanks to the strong expansion of the sales network for services in energy savings;

– Entry into the promising market of the management and sale of services to certified vegetable oil burning power plants, a sector in which Free Energia aims to achieve a national leadership.

 

TerniEnergia, a company incorporated in September of 2005 and part of Italeaf Group, operates in renewable energy sector and is active in the photovoltaic field. 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; decommissioning of industrial plants, recovery of demolition metals and cleaning of industrial sites; development and production of technological apparatus.

TerniEnergia, through its controlled company Lucos Alternative Energies, 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-2014-10-13

24Sep 2014
  • Signed an agreement for the supply of multicopter SR-SF6 for the project “Belvedere in the City” of Telecom Italia and Expo 2015 Milan
  • Through video footage edited by Fidogroup through the Skyrobotic drones will be possible to follow the progress of the construction site of the Universal Exhibition
  • The strategic partnership with Fidogroup allowed to integrate into the Skyrobotic unmanned aircraft system the most advanced technologies of video capture with 4K standard
  • Thanks to this application, Skyrobotic become the industrial reference for the market of filming, broadcast and video streaming

Skyrobotic, active in the design, development and industrial production of unmanned aerial systems (drones) and part of Italeaf Group, and Fidogroup, a leader in the field of ICT services with a focus on technologies for communication and events, signed a agreement for the supply of multicopter SR-SF6 for the project “Belvedere in the City” of Telecom Italia and Expo 2015 Milan.

From September, anyone can follow the progress of the works on the construction site of the Universal Exhibition. Every week in Expo Gate, which will become the “panoramic viewpoint” on the exhibition site into Milan town, and on the web pages and social channels of Expo 2015, will be showed the videos captured by the Skyrobotic SR-SF6 drone in the construction sites area, thanks to the integration with the Fidogroup technologies of video capture.

The agreement was presented at the Triennale of Milan as part of the opening ceremony of the new multi-functional space TIM4Expo, which has the objective of promoting innovation and previews of services and solutions designed for the Universal Exhibition.

Michele Feroli, Managing Director of Skyrobotic, commented:

The SR-SF6 drones used have six rotors in electric propulsion, high efficiency and are controlled by the last generation of autopilots developed by SkyRobotic, that is able to supply advanced automatic features in the video footage in real time. The SkyRobotic UAS has, among other things, a termination solution of the flight with redundant systems, the ability to define “No Fly Zone” and a whole host of features to ensure maximum safety of the flight in any operational scenario. The SR-SF6, in the specific configuration for the reliefs of Expo, is equipped with a system of payload stabilized and protected from the vibrations capable of accommodating cameras, especially cameras with 4K standard, infrared sensors and other systems for the detection of environmental characteristics. The system is capable of displaying video transmission to ground of the image taken by the camera on board to allow the correct composition of the shots. Thanks to a partnership with Fidogroup and Telecom Italia, we were have developed a strong integration between the 4G LTE standard for the communication of high speed data access, streaming video to ground and the core infrastructure of the drone. The effect you get is very spectacular and allows the development of solutions based on technologies Skyrobotic able to provide a high value-added applications in broadcast and film“.

Giovanni Cicu, CEO of Fidogroup, stated:

With this transaction we confirm our leadership in next-generation services at support of the most important media events, institutional, financial, sports and communications, in Italy and in the World. For the “Belvedere project in the city”, we used a system of production to 4K video, which enables the production of video content with a resolution 4 times higher than standard Full HD, with the ability to build and deliver movies with infinite detail, quality and flexibility“.

For the realization of the video, Skyrobotic used a Panasonic LUMIX 4K camera that allows the best combination of the weight of the payload, image quality and performance of the unmanned aircraft system. The video capture activity was made in compliance with the relevant legislation, and the Italian Civil Aviation Authority regulations with the highest considerations for safety, reliability and risk mitigation.

The videos made with the Skyrobotic drones will be viewed within TIM4Expo, that is a space of 120 square meters which is a meeting point for all partners and that can also be used for exhibitions, cultural events, meetings on the topics of food, sustainability and excellence of Made in Italy. It is a technology showcase, a place of information and experimentation that will allow people to discover and share your entire digital eco-system of Expo Milano 2015 and to have an overview of the main innovative solutions that will be used in the future.

 

Skyrobotic Srl, with a share capital of 1.03 million Euros, is the Italian company leader in the field of unmanned aerial systems (UAS). Established in December 2013, and parte of the Italeaf group, is active in the development, manufacturing and marketing of drones in mini and micro classes for the civil and commercial use in the professional market. With a constant focus on innovation, the company intends to achieve the leadership in the field of unmanned aircraft, taking care of the whole industrial chain, from design to system integration, right through to production turnkey platform robust, practical and effective in the field of remote sensing proximity. Skyrobotic combines the know-how and decades of experience in the field of Siralab Robotics, a company with high technological content, and the track record, operational experience and financial capacity of Italeaf, group leader in the fields of cleantech and innovative industry listed on the First North segment of NASDAQ OMX in Stockholm Stock Exchange.
 
Press release
03Sep 2014
  • In July 2014 Italeaf S.p.A.’s (“Italeaf” or the “Company”) carried out a private placement of MEUR 2 in order to broaden the shareholder base and therefore creating the necessary free float needed for listing on NASDAQ OMX First North (the “Offer”).
  • The Offer was subscribed to approximately 55.5 percent, all paid in cash. Italeaf was provided with approximately MEUR 1.1 before issue costs and got 71 new shareholders.
  • A total of 444,000 shares were issued under the Offer, at a subscription price of EUR 2.5 per share.

Italeaf carried out a private placement in July 2014 (the “Offer”). The Offer was subscribed to approximately 55.5 percent, all paid in cash. A total of 444,000 shares were issued under the Offer. Italeaf was provided with approximately MEUR 1.1 before issue costs.

The Offer was made in order to broaden the shareholder base and therefore creating the necessary free float needed for listing on NASDAQ OMX First North. With 71 new shareholders the Offer was a success.

The number of shares in Italeaf increased by 444,000. The share capital increased by EUR 444,000. After the Offer the total number of shares amounts to 15,444,000. After the Offer Italeaf’s share capital amounts to EUR 15,444,000.

The company description has been updated with this information and is available on Italeaf’s website http://www.italeaf.com/wp-content/uploads/2014/07/CompanyDescription-ItaleafSpA.pdf and on Mangold’s website, http://mangold.se/Mangoldonline/uploads/news/CompanyDescription-ItaleafSpA.pdf.

 

Press Release_Issue Result 2014-09-03

01Sep 2014

Italeaf S.p.A. (“Italeaf”) has been approved for trading on NASDAQ OMX First North. The first day of trading on NASDAQ OMX First North is Thursday, 4 September 2014.

The shares in Italeaf are represented by Swedish Depository Receipts (SDRs). The SDRs will trade under the ticker symbol ITAL with the ISIN code: SE0006143103.

“Our listing on the NASDAQ OMX First North is a major corporate milestone for our Company and a testament to the tremendous progress we have made over the past few years.” stated Dr. Monica Federici, CEO of Italeaf. “We are an innovative company, and as such, we have chosen a pioneer road: we are the first italian company listed in the Nordic Market, the first to approach the stock exchange with a company builder business model and, at last, the first to turn to investors who believe in environmentally sustainable technology investments. We believe that the listing on NASDAQ will help broaden our shareholder base, increase appeal to institutional investors, provide us with better liquidity and ultimately contribute to increasing shareholder value”.

The Company has published a company description that has been approved by NASDAQ OMX and is available on Italeaf’s website http://www.italeaf.com/wp-content/uploads/2014/07/CompanyDescription-ItaleafSpA.pdf and on Mangold’s website, http://mangold.se/Mangoldonline/uploads/news/CompanyDescription-ItaleafSpA.pdf.

Certified Adviser

Mangold Fondkommission AB will act as the Certified Adviser for Italeaf on NASDAQ OMX First North.

 

For further information please contact: 
Filippo Calisti

CFO – Italeaf S.p.A.

E-mail: calisti@italeaf.com

 

Mangold Fondkommission AB

Tel. +46 (0)8 5030 1550

info@mangold.se

 

Press Release_Company Description_Italeaf_2014-09-01

04Aug 2014
  • The entrance of Free Energia in the TerniEnergia Group will integrate downstream the energy value chain, inserting the new business of trading and innovative energy services
  • Planned the development of the new activities of vegetable oil trading and management of vegetable oil burning power plants
  • The acquisition transaction shall be performed through a share capital increase to be resolved by TerniEnergia, to be addressed exclusively to Free Energia’s shareholders and to be subscribed through contribution in kind of Free Energia shares
  • A number of shares representing 15% of TerniEnergia share capital after the relevant increase shall be assigned to Free Energia shareholders, in case of contribution of shares representing 100% of Free Energia shares. No payment by cash is contemplated by the investment agreement  
  • The transaction is subject to several conditions precedent
  • The agreement followed by a final review of the Business Plan of TerniEnergia

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TerniEnergia SpA, a company active in the fields of renewable energy, energy efficiency and waste management, listed on the Star segment of Borsa Italiana, and Italeaf, the first Italian company builder and holding company, majority shareholder of TerniEnergia, signed an investment agreement for the acquisition of 100% of the share capital of Free Energia S.p.A. with the representative shareholders of the Company[1] who acted also on behalf of some remaining shareholders of Free Energia.

The Chairman and CEO of TerniEnergia, Mr Stefano Neri, said:

“The acquisition of Free Energia is a strategic objective for TerniEnergia, which is integrating downstream the energy value chain. In particular, TerniEnergia is adding to its core activities (renewable power generation, guaranteed by the fully-owned photovoltaic assets, and industrial scale energy efficiency, through the subsidiary Lucos Alternative Energies) the new business of electricity trading for energy-intensive customers and consolidated re-sellers and of smart energy services, in a fast growing phase and with significant growth opportunities, due to the possibility of integration between the electric utility industry and the digital one. This transaction creates one of the most important Italian independent groups, active in the integrated business of renewable energy, energy efficiency and waste management. The acquisition also meets several strategic targets of TerniEnergia, as the significant increase and diversification of the Group’s revenues, the enlargement of the scope of core activities, with the integration in the value chain of technological innovative services, the enrichment of the portfolio with a valuable brand, which grew more than the market average in a very competitive cathegory and, finally, the opportunity to develop strong cross-selling business opportunities in the fields of energy efficiency and energy sales. Finally, TerniEnergia is entering into the promising market of the management and sale of services to vegetable oil burning power plants, where Free Energia aims to achieve the national leadership”.

The Chairman and CEO of Free Energia, Mr Umberto Paparelli, stated:

“As a result of the respective due diligence activities, we met all the requirements, forming the assumptions of the transaction, related to the development opportunities of Free Energia. Being part of TerniEnergia Group, is for Free Energia a great opportunity to increase the value, in terms of financial and operational, of our activity and to bring our services to an higher level in existing markets and expand in emerging markets. It is quite clear, in fact, the opportunity to create a global and evolved platform to maximize the economic returns associated with the integrated activities of production, management and sale of energy, thanks to the actual strong expansion of commercial network dedicated to the energy saving services. Free Energia will be able to use all the financial and operational synergies to plan a growth strategy focused on developing business highly complementary to those of TerniEnergia“.

Free Energy, a company that in 2013 had revenues for Euro 100 million, and that in the first half of 2014 recorded a turnover of € 85 million, with an EBITDA of 3.5 million, operates as an innovative energy trader, with 1.3 TWh of electricity delivered to energy-intensive customers and/or consolidated re-sellers.

Notably, through its subsidiaries Feed and Enersoft, Free Energy is active in trading, brokerage and management of electricity and gas; in the design, construction and installation of industrial plants and provision of related services and maintenance; in the services dedicated to producers of energy from renewable sources, to optimize the profitability conditions of the plants, including through the sale of vegetable and sustainable oil; in the consultancy field of pricing strategies, recovery and energy savings; in the in-house designing, implementation and management of services and remote control systems and in the development of innovative software for the energy sector.

Free Energia offers a variety of value-added integrated services for companies producing renewable energy, which normally move only on the power generation. The management system is based on an integrated package of services conveyed through a platform in-house built. Organized in a simple and flexible way, Free Energia is able to seize the opportunities of a market characterized by rapid and complex changes, succeeding to meet the energy needs of its customers.

The structure of the transaction will consist of a capital increase of TerniEnergia, reserved to shareholders of Free Energia  to be subscribed through the contribution of  Free Energia shares. There is no cash outlay.

The transaction closing is subject to certain conditions precedent including the positive pronouncement of certain entities including banks and bondholders of the Companies; the authorization by Consob to publish the prospectus for the TerniEnergia Shares to be issued against the capital increase; the approval by the TerniEnergia extraordinary Shareholders Meeting of the Capital Increase to be subscribed by contribution of shares. All the conditions precedent have to occur by no later than December 31st, 2014.

As a result of the signing of the investment agreement, TerniEnergia is going to prepare a new consolidated business plan that takes into account the integration of Free Energia activities with those of TerniEnergia and its group of subsidiaries.

TerniEnergia is assisted by Power Capital, as financial advisor in the transaction.

Francesca Ricci, of the law firm Predieri Ricci, and Federica Pomero, Daria Pastore and Antonella Calogiuri, of the law firm Legance, assisted respectively TerniEnergia and Free Energia and its reference shareholders as legal advisors.

[1] Umberto Paparelli, Pierluigi Cernieri e Salvatore Pelleriti

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