algoWatt

News from algoWatt

09Mar 2020

Italeaf SpA announces that today the resolution voted unanimously by the TerniEnergia Extraordinary Shareholders’ Meeting held on 2 March 2020, concerning the amendments to the Bylaws relating to the change of the company name and the transfer of the registered office, has been registered with the competent Company Register in Milan.

As a result of the above, the new company name “algoWatt S.p.A.” takes effect.

The relevant minutes of the Shareholders’ Meeting, the new Articles of Association (with evidence of the changes made) and the regulations of the bond listed on ExtraMOT Pro containing the new name of the bond loan will be made available in the manner and within the time limits provided for by the applicable regulations.

algoWatt (ALW), greentech solutions company, designs, develops and integrates solutions for energy and natural resource management in a sustainable and socially responsible manner. The Company provides management and control systems that integrate devices, networks, software and services with a clear sector focus: digital energy and utilities, smart cities & enterprises and green mobility. algoWatt is the result of the merger of TerniEnergia, a leading company in the renewable energy and environmental industry, and Softeco, an ICT solutions provider with over 40 years of experience for customers operating in the energy, industry and transport sectors. The company, with more than 200 employees located in 7 locations in Italy and investments in research and innovation for more than 12% of turnover, operates with an efficient corporate organization, focused on the following markets: Green Energy Utility: renewable energy, digital energy, smart grids; Green Enterprise&City: IoT, data analysis, energy efficiency, building and process automation; Green Mobility: electric, shared and on demand. Different markets, a single focus: sustainability. algoWatt is listed on the Mercato Telematico Azionario (MTA) of Borsa Italiana S.p.A..

05Mar 2020
  • The company focuses for approximately 90% on digital solutions for sustainable economy through a new business model based on as-a-service software and for the remaining 10% on O&M activities for renewable energy plants
  • Through the 3 Business Units, it focuses on the urban energy, sustainable mobility and resilience of energy grids with high growth potential and aggregate revenues of more than Euro 20 million in 2018
  • With more than 40 years of experience in the IT sector and investments in R&I of more than 10% of the turnover, it has a research and innovation centre with a significant track record and know-how in the fields of reference

 

Italeaf, holding company and first Italian company builder, active in the cleantech and smart innovation sectors, listed on Nasdaq First North Growth Market, announces that:

algoWatt, GreenTech Company listed on the Italian Stock Exchange (MTA), operating in the design, development and integration of solutions for sustainable and socially responsible management of energy and natural resources, following the merger between TerniEnergia and Softeco, presents the new business model that focuses on digital solutions for sustainable economy and digital transformation and based mainly on as-a-service solutions.

The new core business is characterized by activities with higher added value and a streamlined and scalable organizational structure, reducing the capital intensive activities typical of utilities operating in the energy sector. The breakdown of the company’s activities will be divided for approximately 90% into software design and development, products and solutions for the energy, utility and mobility sectors and for the remaining part into O&M activities for renewable energy plants.

 “Today’s is the kick-off of the new company – states the Chairman of algoWatt, Stefano NeriWe have simplified the Group’s corporate structure, concentrating the main industrial activities in a single company, thus preparing to pursue the growth of new businesses in the digital sector. With the acquisition and integration of Softeco, which culminated with the merger, algoWatt proposes itself as a new dynamic and innovative reality, with new technological infrastructures and highly specialized professionalism. GreenTech Company’s new identity reflects our desire to play an important role in sectors with higher added value, to create value through the technological content of the business and to position ourselves in areas with higher growth prospects.  In conclusion, it is a resilient path that follows the changes in the scenario of industrial sectors and the whole concept of sustainability”.  

 

Focus on sustainability and new development potential

algoWatt proposes itself as a partner in the research and implementation of solutions for the sustainable and socially responsible management of energy and natural resources, generating competitive advantages for the reference sectors. The structure of the new company aims at cash generation in the technology segment following the evolution of the market and focusing on sectors with high potential. In particular, with reference to “urban energy” and “electric mobility”, both also characterized by a strong commitment to climate change issues.

Territorial needs for smart mobility and strategic technologies applied to smart cities are increasing exponentially. – declares the General Manager of algoWatt, Massimo MannoriThe aggregate expected growth rates of investment in infrastructure and platforms for urban energy and e-mobility management by 2030 are all double-digit. In Europe, within ten years, about 6 million electric or hybrid vehicles will be sold, while the greenhouse gas reduction targets require continental investments of about 10,000 billion Euros in the same period. Smart metering and smart energy grow with CAGR above 20%. The energy sector is crucial for Italy’s transition to a green economy, integrating transport and mobility in this process, precisely through green technological innovation. The role of algoWatt will be that of solution integrator and provider of proprietary technologies, hardware and software, able to enable new concepts of energy efficiency in production and residential areas. Similarly, we will work with all actors in sustainable mobility to build integrated and on-demand digital service platforms to provide a better and greener travel experience. algoWatt will also continue to be a privileged technology partner of the energy sector in the transition to the expected surge in distributed and non-programmable renewable generation and a technology enabler for all emerging and as yet unforeseeable energy uses”.

 

Technological innovation, R&I

With more than 40 years of experience in the IT and Digital sector, more than 100 customers, 7 offices in Italy, more than 200 employees, algoWatt has a Research & Innovation centre that aims to maintain technological excellence in order to propose innovative solutions and develop new products to access markets with higher development rates. Since the 1990s it has coordinated more than 25 European projects, 10 of which in the H2020 field, and has generated a network with more than 1000 partnerships with universities and research institutes for more than 100 projects.

 

3 business units: Green Energy Utility, Green Enterprise & City, Green Mobility

algoWatt is structured into the following 3 business units:

  • Green Energy Utility: proposes an IT offer dedicated to the Energy sector, covering all the needs of the value chain, from distributed and renewable generation to demand response. It includes flexible solutions for the monitoring and control of plants from renewable sources, including predictive maintenance, control and defence systems of the national transmission and distribution grids, systems for the design and production of remote control equipment of the National Transmission Grid, tools for the management of all aspects of electricity and gas supply and sale.;
  • Green Enterprise & City: is aimed at the enterprise and smart city market with services and tools for diagnostics and remote control of large electrified transport infrastructures (railways, including high-speed railways, and subways), remote control of plants and buildings, management and monitoring systems of environmental plants (waste and water treatment), solutions for energy efficiency of energy-eating industrial plants, implementation and management of microgrid and storage systems;
  • Green Mobility: is focused on the new urban mobility sector with software and platforms for fleet management, combined and intermodal mobility systems, management, design, installation and support to the operation of charging infrastructure for electric vehicles, system integration for port boarding services, monitoring and management of road safety and critical infrastructure (bridges, road sections, etc.).

 

The change of brand name to algoWatt – explains Laura Bizzarri, Managing Director of the company – embraces the historical identity of the two companies that participated in the merger, but looks to the future from an international and innovative point of view. By combining the algorithm to symbolize digitization, and the Watt to recall electrification, we have outlined the identity of One Smart Company, which uses exponential technologies to reinvent its business model and open up markets related to sustainability and social impact issues. Where we maintain a backlog of industrial activities or expertise, for example in O&M and Energy Efficiency, we are introducing substantial innovation content, such as predictive maintenance work on plants or automated activities thanks to IoT, which enables better planning of actions and cost reduction. The organizational form we have given ourselves is able to quickly manage change and pursue continuous innovation. We are reducing owned assets as much as possible in order to accelerate the possibility of replicating the business and exporting it to markets not yet reached, keeping the structure lean and light. Finally, we set ourselves the goal of revolutionizing the business model: products are transformed into services and services into ecosystems”.

 

Action plan of the relaunch plan 2022

The 2022 relaunch plan is articulated through the following “actions”:

  • Programme for the disposal of the assets (photovoltaic and environmental), which involves a financial benefit also as a result of the buyers taking over the debt related to the plants;
  • Merger by incorporation of Softeco Sismat into TerniEnergia, which allows the strategic control of the Green Tech Solutions sector;
  • Integration of digital technologies in the traditional businesses of TerniEnergia, with reference to energy efficiency and maintenance of renewable energy plants (predictive O&M).
  • Simplification of the Group structure and Financial Agreement, which provides for debt rescheduling and rescheduling.

 

algoWatt (ALW), greentech solutions company, designs, develops and integrates solutions for energy and natural resource management in a sustainable and socially responsible manner. The Company provides management and control systems that integrate devices, networks, software and services with a clear sector focus: digital energy and utilities, smart cities & enterprises and green mobility. algoWatt is the result of the merger of TerniEnergia, a leading company in the renewable energy and environmental industry, and Softeco, an ICT solutions provider with over 40 years of experience for customers operating in the energy, industry and transport sectors. The company, with more than 200 employees located in 7 locations in Italy and investments in research and innovation for more than 12% of turnover, operates with an efficient corporate organization, focused on the following markets: Green Energy Utility: renewable energy, digital energy, smart grids; Green Enterprise&City: IoT, data analysis, energy efficiency, building and process automation; Green Mobility: electric, shared and on demand. Different markets, a single focus: sustainability. algoWatt is listed on the Mercato Telematico Azionario (MTA) of Borsa Italiana S.p.A..

02Mar 2020

Green light to the proposal to amend art. 1 of the Bylaws, which provides that the Company will be renamed “algoWatt S.p.A.” and that the registered office will be transferred to Milano

 

The Extraordinary Shareholders’ Meeting of TerniEnergia Spa, a company listed on the Italian Stock Exchange (MTA) and part of Italeaf Group, met today under the chairmanship of Stefano Neri and resolved on the following items on the agenda:

New company name

The Extraordinary Shareholders’ Meeting approved unanimously the proposal to amend Article 1 of the Bylaws, which provides that the Company shall be renamed “algoWatt S.p.A.”.

Changing the registered office

The Shareholders’ Meeting also approved the proposal to amend Article 2 of the Bylaws which provides for the transfer of the registered office to Milan, Corso Magenta 85.

It should be noted that the new company name and the change of the registered office will take effect as from the registration of the new text of the Bylaws with the Companies’ Register, which will be promptly notified to the market.

Please note that the Company will organize a WEBINAR on Wednesday, March 4 at 6.00 pm on the platform http://www.investors-mag.it to present the merger by incorporation of Softeco into TerniEnergia, the new brand and the strategic positioning of algoWatt. Participants will include: Stefano Neri (Chairman and CEO), Laura Bizzarri (Managing Director), Massimo Mannori (General Manager), Stefano Bianchi (R&I Manager). For registration: https://attendee.gotowebinar.com/register/1993725048594916365

28Feb 2020

TerniEnergia, a smart company listed on the Italian Stock Exchange’s electronic share market (MTA) and part of the Italeaf Group, TerniEnergia, smart company listed on the Italian Stock Exchange (MTA) of Borsa Italiana and part of Italeaf Group – following the press releases issued on October 30, 2019, December 3, 2019 and February 20, 2020 – informs that today the Deed of merger by incorporation of Softeco Sismat Srl into TerniEnergia Spa, signed on February 20, 2020, has been registered with the Commercial Registers of Terni and Genoa. According to the merger deed, the merger will become effective from the first day of the month following the date of the last entry of the deed in the competent Commercial Register, therefore on March 1, 2020 (the “Effective Date of the Merger”), but Softeco’s activities will be charged to TerniEnergia’s financial statements with effect from January 1, 2020. From the same day will also take effect the fiscal effects of the Merger.

It should also be noted that in line with the measures adopted by the Government and other authorities to contain the risk of coronavirus contagion, the event for the presentation of the merger between TerniEnergia and Softeco scheduled at the Museum of Science and Technology “Leonardo da Vinci” in Milan for the next March 3, 2020 at 11.00 a.m. has been cancelled. The Company will however organize a WEBINAR on Wednesday, March 4th at 6.00 p.m. on the platform http://www.investors-mag.it.

Participants: Stefano Neri (Chairman and CEO), Laura Bizzarri (Managing Director), Massimo Mannori (General Manager), Stefano Bianchi (R&I Manager).

For registration: https://attendee.gotowebinar.com/register/1993725048594916365  

 

06Feb 2020

TerniEnergia, a smart company listed on the Italian Stock Exchange’s electronic share market (MTA) and part of the Italeaf Group, announces that the digital company Softeco Sismat has signed an industrial and commercial partnership with Seaside, an Italgas Group company operating in the energy efficiency sector with an integrated offer of consulting, financing and proprietary technological solutions.

The agreement provides for a synergy between “Savemixer”, the proprietary software of Seaside, the energy management support platform for complex, multi-user and multi-site systems, which allows to perform Business Intelligence, Predictive and Big Data Analysis functions, and Softeco’s solutions for the acquisition of production process data with energy meters, sensors and monitoring systems. The agreement is aimed at providing energy efficiency and automation solutions for a leading Italian cement group.

The partnership between Softeco and Seaside includes the implementation of a proof of concept in the raw materials mill department of a cement factory located in the province of Piacenza, for a duration of 12 months and a consideration of Euro 60 thousand.

The pipeline of the project, if the feasibility check gives the expected results, includes the analysis of the entire industrial site with three-yearly maintenance and replication at the other sites, including international sites of the cement group. These subsequent phases will be regulated by subsequent contracts, even though the agreement envisages a maximum overall value of any job orders of approximately Euro 2.5 million.

Once verified over time the effectiveness of the best practices to minimize consumption and maximize quality production, Softeco Sismat will proceed, in agreement with the customer, to the automation phase of imposing optimal parameters on the machines in relation to environmental conditions and production needs.

 

TERNIENERGIA (TER. MI), established in September 2005 and part of the Italeaf Group, is the first Italian global technological enabler, committed to bringing energy solutions and efficient recovery of integrated and sustainable resources to the world. Organized into two strategic business lines (Assets and Smart solutions and services), with about 300 employees and a geographical presence worldwide, with operative and commercial offices, TerniEnergia develops innovative solutions, products and services based on digital and industrial technologies for the energy supply chain, grids, smart mobility, industrial automation and the recovery of marginal resources. TerniEnergia, also through its subsidiaries (Softeco Sismat, Greenled Industry, GreenAsm, GreenAsm, Purify, Wisave, Ant Energy), pursues the objectives of increasing energy production from renewable sources, saving energy and reducing emissions and actively participates in the energy revolution of distributed power generation and smart grids, with innovative digital solutions.

TerniEnergia is the ideal partner for large utilities, distribution operators and network operators, energy producers, public administrations, industrial customers and investors who intend to realize large projects for the production of renewable energy, modern systems and plants with high energy efficiency, solutions for the management and maintenance of infrastructure and electrical installations. TerniEnergia has completed its transformation from a leader in the international photovoltaic market into a smart energy company and technological enabler for the sustainable use of resources through a complete commercial offer of solutions, the development and supply of digital technologies and the creation of “intelligent” services and solutions aimed at public and private customers in emerging sectors.

TerniEnergia is listed on the MTA of Borsa Italiana.

 

29Jan 2020
  • Proposal to the Shareholders’ Meeting to change the company name to AlgoWatt S.p.A. and transfer the registered office to Milan. Following the merger by incorporation of Softeco Sismat Srl into TerniEnergia, the main operational headquarters will be located in Genova
  • The new name linked to the reorganisation of the company into “One Smart Company” and to the new strategic positioning in the technological and digital sector
  • Published the TerniEnergia corporate events calendar 2020

 

The Board of Directors of TerniEnergia, smart company listed on MTA of Borsa Italiana and part of the Italeaf Group, met today, approved the proposal to be submitted to the Extraordinary Shareholders’ Meeting to amend Articles 1 (company name) and 2 (registered office) of the Bylaws. 

Specifically, the proposal requires the Company to adopt, as from the date of filing of the shareholders’ resolution in the Companies’ Register, the company name “AlgoWatt S.p.A.”, with registered office in Milan, Corso Magenta 85. This proposal is in continuity with the recent extraordinary transactions undertaken and, in particular, with the merger by incorporation of Softeco Sismat Srl (company with over 40 years of history in the ICT sector) into TerniEnergia (listed since 15 years on the Italian Stock Exchange and a leading player in the renewable energy and green industry sectors) and the implementation of the Group’s Recovery and Relaunch Plan. As part of the operational and industrial turnaround based on the “One Smart Company” model, the Company’s Board of Directors has therefore considered it crucial to reconsider the corporate identity and the strategic positioning to encourage the creation of value for all the stakeholders. 

With the name AlgoWatt, a synthesis between algorithm, computer calculation process, and watt, unit of measurement of electrical power, identifies a System Integrator, also with strong skills in software development, focused on GreenTech, no longer operating in the utility sector but in the technological and digital one.

The transfer of the registered office to Milan will have both a functional and qualifying impact, signaling the Company’s willingness to strengthen its proximity to investors and involvement in the domestic market and to increase business opportunities in Italy, laying the bases for the wider international growth. The Company will have its main operational headquarters in Genova, where the core of its digital activities is located, as well as branches in Rome, Naples, Catania, Lecce and Narni (TR).

Finally, in order to facilitate the activity of financial market players, pursuant to art. 2.6.2 of the Regulation of Borsa Italiana S.p.A., TerniEnergia announces the dates scheduled in 2020 for the examination of economic and financial data by the Board of Directors and for the related disclosure, as well as the meetings and public events already scheduled:

 

TerniEnergia Corporate Events Calendar 2020

2 March 2020Shareholders’ Meeting

Extraordinary Shareholders’ Meeting to approve the amendment of Articles 1 and 2 of the Articles of Association.

***

3 March 2020Corporate Event: Management Presentation

The presentation will take place from 11.00 AM CET in the Sala Cenacolo of the National Museum of Science and Technology “Leonardo da Vinci” – Milan.

***

21-24 April 2020Board of Directors

Meeting of the Board of Directors: approval of the draft financial statements for the year ended 31/12/2019 and the consolidated financial statements for the year ended 31/12/2019

***

25 – 29 May 2020Shareholders’ Meeting

Shareholders’ Meeting to approve the financial statements for the year ended 31/12/2019

***

3-7 August 2020Board of Directors

Meeting of the Board of Directors: approval of the half-yearly financial report at 30/06/2020

 

Please note that the dates set out in this press release are purely indicative: any changes, which may be made to the same, will in any case be promptly disclosed to the market, in the same manner provided for the dissemination of this press release.

  

TERNIENERGIA (TER. MI), established in September 2005 and part of the Italeaf Group, is the first Italian global technological enabler, committed to bringing energy solutions and efficient recovery of integrated and sustainable resources to the world. Organized into two strategic business lines (Assets and Smart solutions and services), with about 300 employees and a geographical presence worldwide, with operative and commercial offices, TerniEnergia develops innovative solutions, products and services based on digital and industrial technologies for the energy supply chain, grids, smart mobility, industrial automation and the recovery of marginal resources. TerniEnergia, also through its subsidiaries (Softeco Sismat, Greenled Industry, GreenAsm, GreenAsm, Purify, Wisave, Ant Energy), pursues the objectives of increasing energy production from renewable sources, saving energy and reducing emissions and actively participates in the energy revolution of distributed power generation and smart grids, with innovative digital solutions.

TerniEnergia is the ideal partner for large utilities, distribution operators and network operators, energy producers, public administrations, industrial customers and investors who intend to realize large projects for the production of renewable energy, modern systems and plants with high energy efficiency, solutions for the management and maintenance of infrastructure and electrical installations. TerniEnergia has completed its transformation from a leader in the international photovoltaic market into a smart energy company and technological enabler for the sustainable use of resources through a complete commercial offer of solutions, the development and supply of digital technologies and the creation of “intelligent” services and solutions aimed at public and private customers in emerging sectors.

TerniEnergia is listed on the MTA of Borsa Italiana.

06Jan 2020
  • Amount of the transaction equal to Euro 2.9 million
  • Closing expected by March 2020, following the inclusion of the transaction in the Group’s Recovery and Relaunch Plan

 

TerniEnergia, a smart company listed on the Italian Stock Exchange’s electronic share market (MTA) and part of the Italeaf Group, announces that a preliminary contract was signed for the sale to Buttol Srl (the “Buyer”), a company operating in the high quality environmental services sector through a sustainable development path, of 100% of the shares of NewcoEnergy Srl, owner of the biodigestion and biomethane production plant under construction in Calimera (LE), of the land subject to the intervention and the related building and environmental authorizations.

The amount for the sale of the company shares is Euro 2.9 million, while the transaction provides for the payment by the Buyer of a deposit of Euro 50 thousand upon signing the preliminary contract and an additional down payment of Euro 0.3 million to be paid into a trust account on 20 January 2020.

The closing of the transaction, expected by the month of March 2020, is subject to the condition precedent of successful completion of the requirements for the inclusion of the transaction in the TerniEnergia Recovery and Relaunch Plan.

It should be noted that on 18 December 2019, as communicated on the same date, the Environmental Protection and Valorization Service of the Province of Lecce granted an extension of 20 months of the deadline for the effectiveness of the Executive Determination concerning the “Environmental Impact Assessment Procedure (V.I.A.)” for the Calimera (LE) biodigestion, composting and biomethane production plant.

24Dec 2019
  • The sale of the last tranche of a total perimeter of 22 photovoltaic plants to Mareccio Energia, a platform for the aggregation of assets in Italy of a primary investment fund, in partnership with the sponsor LCF Alliance, through the vehicle company Italia T1 Roncolo, has been signed
  • Total capacity of the plants subject to closing equal to 1 MW
  • Net collection of the fourth tranche for TerniEnergia of approximately Euro 0.4 million
  • Total value of the transaction (Enterprise Value) of approximately Euro 2.7 million
  • The transaction involves the assumption by the buyer of financial debts related to the plants for approximately Euro 1.8 million
  • The transaction was carried out as part of the Recovery and Relaunch Plan of the TerniEnergia Group

 

TerniEnergia, smart company listed on MTA of Borsa Italiana and part of the Italeaf Group, following the press releases issued,on 16 May 2019, on 6 June 2019, on 13 november 2019 and on 23 december 2019, to which reference is made, announces that a last tranche of 2 photovoltaic plants in Italy with a total installed capacity of around 1 MW, of the total perimeter covered by preliminary contracts represented by 22 photovoltaic plants with a total installed capacity of 19.3 MW, was closed for sale (by TerniEnergia itself, also through subsidiaries). The plants involved in the transaction were sold to the vehicle company Italia T1 Roncolo, headed by Mareccio Energia, a platform for the aggregation of photovoltaic plants in Italy of a leading investment fund, in partnership with the sponsor LCF Alliance.

In particular, the company Guglionesi S.r.l., joint venture between TerniEnergia and Sifip S.r.l., was sold. The purchase price for 100% of the SPV is equal to approximately Euro 0.9 million, corresponding to the Equity value determined at the reference date of June 30, 2018 (Enterprise value equal to approximately Euro 2.7 million). The transaction also provides for the assumption by the Purchasers of financial debts related to the plants for approximately Euro 1.8 million.

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

 

TERNIENERGIA (TER. MI), established in September 2005 and part of the Italeaf Group, is the first Italian global technological enabler, committed to bringing energy solutions and efficient recovery of integrated and sustainable resources to the world. Organized into two strategic business lines (Assets and Smart solutions and services), with about 300 employees and a geographical presence worldwide, with operative and commercial offices, TerniEnergia develops innovative solutions, products and services based on digital and industrial technologies for the energy supply chain, grids, smart mobility, industrial automation and the recovery of marginal resources. TerniEnergia, also through its subsidiaries (Softeco Sismat, Greenled Industry, GreenAsm, GreenAsm, Purify, Wisave, Ant Energy), pursues the objectives of increasing energy production from renewable sources, saving energy and reducing emissions and actively participates in the energy revolution of distributed power generation and smart grids, with innovative digital solutions. TerniEnergia is the ideal partner for large utilities, distribution operators and network operators, energy producers, public administrations, industrial customers and investors who intend to realize large projects for the production of renewable energy, modern systems and plants with high energy efficiency, solutions for the management and maintenance of infrastructure and electrical installations. TerniEnergia has completed its transformation from a leader in the international photovoltaic market into a smart energy company and technological enabler for the sustainable use of resources through a complete commercial offer of solutions, the development and supply of digital technologies and the creation of “intelligent” services and solutions aimed at public and private customers in emerging sectors. 

TerniEnergia is listed on the MTA of Borsa Italiana.  

23Dec 2019
  • The sale of the third tranche of a total perimeter of 22 photovoltaic plants to Mareccio Energia S.r.l., a platform for the aggregation of assets in Italy of a primary investment fund, in partnership with the sponsor LCF Alliance, through the vehicle company Italia T1 Roncolo, has been completed.
  • Total capacity of the plants subject to closing equal to 4 MW
  • Net collection of the third tranche for TerniEnergia of approximately Euro 3.6 million (net of the Escrow account, equal to Euro 0.5 million)
  • Total value of the transaction (Enterprise Value) of approximately Euro 10.6 million
  • Part of the purchase price, equal to Euro 0.5 million, will be deposited into an Escrow account as a guarantee of Seller’s performance and indemnity obligations
  • The transaction involves the assumption by the buyer of financial debts related to the plants for approximately Euro 6.5 million
  • The transaction was carried out as part of the Recovery and Relaunch Plan of the TerniEnergia Group

 

TerniEnergia, smart company listed on MTA of Borsa Italiana and part of the Italeaf Group, following the press releases issued,on 16 May 2019, on 6 June 2019 and on 13 november 2019, to which reference is made, announces that a second tranche of 4 photovoltaic plants in Italy with a total installed capacity of around 4 MW, of the total perimeter covered by preliminary contracts represented by 22 photovoltaic plants with a total installed capacity of 19.3 MW, was closed for sale (by TerniEnergia itself, also through subsidiaries). The plants involved in the transaction were sold to the vehicle company Italia T1 Roncolo, headed by Mareccio Energia S.r.l., a platform for the aggregation of photovoltaic plants in Italy of a leading investment fund, in partnership with the sponsor LCF Alliance.

The total price for the sale of the plants is equal to approximately Euro 4.1 million, corresponding to the equity value determined at the reference date of 30 June 2018 (Enterprise value of approximately Euro 10.6 million), while the net collection for TerniEnergia will be equal to approximately Euro 3.6 million (net of the Escrow account, equal to Euro 0.5 million as a guarantee of the Seller’s obligations and indemnity obligations, and then released upon fulfilment of certain conditions expressly established by the parties), which was paid in cash.

The acquisition contract has been madesigned after the establishment of 4 Newco, TE NC Apollosa S.r.l., TE NC Fratta4 S.r.l., TE NC Chieuti S.r.l. and EA NC Marsciano S.r.l. in which has been conferred the asset portfolio composed of n. 4 plants with a total capacity equal to about 4.1 MW owned respectively by TerniEnergia, the first three, and the company EnergiaAlternativa S.r.l., the remaining plant.

The transaction also provides for the assumption by the Buyers of financial debts related to the plants for about Euro 6.5 million.

By reference to the total perimeter of n. 22 plants, the sale of the company Guglionesi S.r.l., owner of n. 2 photovoltaic plants for a total of about 1 MW of installed power, remains to be concluded – by today’s date.

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

 

TERNIENERGIA (TER. MI), established in September 2005 and part of the Italeaf Group, is the first Italian global technological enabler, committed to bringing energy solutions and efficient recovery of integrated and sustainable resources to the world. Organized into two strategic business lines (Assets and Smart solutions and services), with about 300 employees and a geographical presence worldwide, with operative and commercial offices, TerniEnergia develops innovative solutions, products and services based on digital and industrial technologies for the energy supply chain, grids, smart mobility, industrial automation and the recovery of marginal resources. TerniEnergia, also through its subsidiaries (Softeco Sismat, Greenled Industry, GreenAsm, GreenAsm, Purify, Wisave, Ant Energy), pursues the objectives of increasing energy production from renewable sources, saving energy and reducing emissions and actively participates in the energy revolution of distributed power generation and smart grids, with innovative digital solutions. TerniEnergia is the ideal partner for large utilities, distribution operators and network operators, energy producers, public administrations, industrial customers and investors who intend to realize large projects for the production of renewable energy, modern systems and plants with high energy efficiency, solutions for the management and maintenance of infrastructure and electrical installations. TerniEnergia has completed its transformation from a leader in the international photovoltaic market into a smart energy company and technological enabler for the sustainable use of resources through a complete commercial offer of solutions, the development and supply of digital technologies and the creation of “intelligent” services and solutions aimed at public and private customers in emerging sectors. 

TerniEnergia is listed on the MTA of Borsa Italiana.  

18Dec 2019

Reviewed the TerniEnergia Group’s economic and financial performance and the progress of the Recovery and Relaunch Plan: strong recovery of profitability and improvement of operations in the second half of 2019

Revenues for the half-year amount to Euro 11 million (Euro 11.2 million as at 30/6/2018)

EBITDA equal to Euro 0.3 million (Euro 0.7 million as at 30/6/2018) with Ebitda Margin at 3.1%.

EBIT equal to Euro -2.7 million (Euro -1.3 million as at 30/6/2018), Earnings before taxes (EBT) equal to Euro -4.4 million (Euro -3.6 million as at 30/6/2018)

Net result of Euro -3.3 million (Euro -3.5 million as at 30/6/2018)

Net Financial Position of Euro 66.7 million (Euro 65.2 million at 31/12/2018)

Shareholders’ equity equal to Euro 8.5 million (Euro 11.4 million at 31/12/2018)

 

The Board of Directors of TerniEnergia, a smart company listed on the Italian Stock Exchange’s telematic share market (MTA) and part of the Italeaf Group, approved today the half-yearly financial report as at June 30, 2019 and reviewed the ongoing implementation of the Recovery and Relaunch Plan.

 

ECONOMIC AND FINANCIAL TREND

The Board of Directors also reviewed the Group’s operating and financial position with regard to the progress made in implementing the Restoration and Relaunch Plan, the effectiveness of which was communicated to the market on September 30, 2019.  An assessment of the performance indicators, the state of progress of the integration of Softeco Sismat into the TerniEnergia Group (which will be completed by the effectiveness of the merger at the beginning of 2020) and an analysis of the trend of the operational and industrial turnaround and of the process of disposing of assets that are no longer core, shows a trend of significant improvement in the business. This positive evolution of the company’s performance, mainly driven by the growth of Softeco’s revenues in the second half of the year, is also characterized by a strong recovery in profitability and an improvement in operations. In particular, the business of the Group’s digital company, linked to the acquisition of multi-year contracts, is characterised by a traditional cyclical nature, which involves peaks in activity during the period of contractual expiry dates and lower load phases in the period of contract renewals or acquisition of new contracts. For the second half of 2019, Softeco’s EBITDA is therefore expected to grow to a higher level than in the previous year, which amounted to approximately Euro 3.2 million.

 

CONSOLIDATED RESULTS AS AT 30 JUNE 2019

It should be noted that the Half-Yearly Financial Report, approved today by the Board of Directors of TerniEnergia, does not yet include the effects of the debt restructuring agreements as part of the Plan pursuant to Article 67 of Royal Decree No. 67 of 16 March 1942 (the Recovery and Relaunch Plan and related Financial Agreement). These effects are mainly represented by:

  • the reclassification under non-current financial indebtedness of approximately Euro 52 million in payables to banks and bondholders, classified at June 30, 2019 as still current indebtedness;
  • the recognition of a gain in the income statement of approximately Euro 1 million, gross of the tax effect, resulting from the application from 1 July 2018 of lower interest rates on bank and bond debt.

Revenues amounted to Euro 11 million, -1.3% (Euro 11.2 million as at 30/6/2018). The expected and marginal decrease in revenues was caused by the lower load on the activities of the digital company Softeco, deriving from the process of acquiring new contracts and from participation in tenders for new orders, as well as the reduction in the number of employees compared to the same period of the previous year, whose benefits in terms of efficiency are already expected in the second half of the current year (314 employees on average in the first half of 2018, compared to 290 employees on average in the first half of 2019). For this reason, EBITDA amounted to Euro 0.3 million, decreasing compared to June 30, 2018 (Euro 0.7 million), with Ebitda Margin equal to 3.1%. As a result of the dynamics described above, a recovery in margins is expected in the second half of 2019.

The Net Operating Result (EBIT) is equal to Euro -2.7 million, with an increase in loss (Euro -1.3 million as at 30 June 2018), also due to higher amortisation, depreciation, provisions and write-downs of approximately Euro 3.1 million, compared to approximately Euro 2 million in the previous year. The Earnings before taxes (EBT) amounted to Euro -4.4 million (Euro -3.6 million as at 30/6/2018).

The Net result, equal to Euro -3.3 million, improved by 6.6% compared to Euro -3.5 million as at 30 June 2018.

The Net Financial Position is equal to Euro 66.7 million (Euro 65.2 million as at 31/12/2018), an increase due to the application of the recording of the financial debt relating to the Group’s leasing contracts in accordance with IFRS 16, for a total amount of approximately Euro 1.3 million.

Shareholders’ Equity amounts to Euro 8.5 million (Euro 11.4 million at 31/12/2018, -22.3%), also taking into account treasury shares held in portfolio, which amount to 1,012,998 (2.15% of the share capital).

 

Assets held for sale

Net income from assets held for sale, positive by Euro 0.3 million, includes the economic results of assets held for sale or disposal, such as the management of renewable power generation plants, the development and management of environmental plants (Cleantech) and financial assets relating to energy efficiency projects already completed. These assets have been classified as “held for sale” or “discontinued operations”, in accordance with the international accounting standard IFRS 5. The planned disposals are operations aimed at supporting the industrial turnaround project, as envisaged in the Recovery and Relaunch Plan. The EPC business unit remained substantially inactive during the year, with the exclusion of activities relating to the contract in Tunisia, as a result of the Company’s strategic transformation and pending the completion of the disposal processes. With reference to the EPC business unit, a provision of Euro 345 thousand was set aside in the six-month period ended 30 June 2019 to cover redundancy incentives, as reported in the press release issued to the public on 19 June 2019.

 

BUSINESS OUTLOOK

The management is strongly committed to the implementation of the Recovery and Relaunch Plan, the implementation of the strategic guidelines whose objective is to pursue the transformation of the Group into a “One Smart Company” and to overcome the current situation of financial tension. The next few months will therefore be decisive to complete the process of merger by incorporation of Softeco Sismat into TerniEnergia, giving the Company a new identity of “technological enabler”. Through this operation, it will be possible to build customer loyalty and open up new markets, allowing old and new customers of the company to access technological solutions aimed at optimally addressing the energy transition and digital transformation. It will thus be possible to propose services and solutions enhanced by the integration of digital, technological and information technology skills of Softeco Sismat and those of industrial, plant development, asset management in the renewable energy and environment of TerniEnergia.

The Plan, in particular, provides for the Group to focus on the industrial activities with the greatest added value, with an enhancement of skills in the integration of technology and models from the digitization, in all areas of business with the related changes in the way of working of the company and its staff, but also in the way of addressing customers with new opportunities to promote the offer through new services.

The management’s objective is to intercept growth for digital transformation and innovation projects in the ICT market, which is expected to continue to consolidate in 2020, reaching almost 31.5 billion euros, with the IT sector growing by 3.8% in one year, for a total expenditure of more than 24.2 billion euros, thanks to a renewed interest of companies especially for the software part (+6.3% compared to 2019), IoT (+19% in 2020), AI (+34% in 2020), AR and Virtual (+ 285.6% in 2020) and Big Data & Analytics (+7.8% in 2020). (source: Assintel Report 2020)

The Company envisages a decisive enhancement of the Group’s technological strengths, through the development and enhancement of the Consulting, Green Enterprise & City, Smart Mobility and Digital Energy business lines, mainly based on the activities currently carried out by Softeco. The integration of the two companies will allow a rapid reaction to the equally rapid evolution in the reference markets represented: (a) the entire energy value chain (digital energy), also by virtue of the transition of the energy sector towards distributed generation models, which involves an increasing weight in smart components in energy production, transmission and distribution networks; (b) the electrification and digitalization of transport and mobility; (c) the “intelligent” management of economic and environmental resources, urban policies, services and relations between people and methods of administration of territories, cities and communities (smart cities); the introduction of criteria of sustainability and efficiency in the use of resources by industry (circular economy).

The objective of the management is to develop alliances and partnerships with synergistic actors, i.e. with complementary skills, with which to deal with projects in new areas. To this end, the national territory will be strengthened in terms of the offer of products and solutions, and selections will continue to be made for implementation and for the technical-operational structure to meet the growing need for high professional standards.

The merger deed is expected to be signed by February 2020, once the additional statutory requirements required by law have been met. As provided for by Article 2501-ter, first paragraph, no. 6 of the Italian Civil Code, the Merger will take effect from the day following the date of the last registration of the merger deed with the competent Company Register, or from the first day of the month following the date of registration of the merger deed.

Considering that the Merger is expected to become effective in 2020, for accounting purposes, the operations of the Merged Company will be charged to the financial statements of the Merging Company as from the first day of the current financial year on the date on which the Merger took effect, and, therefore, as from 1 January 2020.

 

The Manager responsible for preparing the company’s financial reports, Filippo Calisti, declares, pursuant to paragraph 2 of Article 154-bis of the Consolidated Law on Finance, that the accounting information contained in this press release corresponds to the document results, books and accounting records.

 

TERNIENERGIA (TER. MI), established in September 2005 and part of the Italeaf Group, is the first Italian global technological enabler, committed to bringing energy solutions and efficient recovery of integrated and sustainable resources to the world. Organized into two strategic business lines (Assets and Smart solutions and services), with about 200 employees and a geographical presence worldwide, with operative and commercial offices, TerniEnergia develops innovative solutions, products and services based on digital and industrial technologies for the energy supply chain, grids, smart mobility, industrial automation and the recovery of marginal resources. TerniEnergia, also through its subsidiaries (Softeco Sismat, Greenled Industry, GreenAsm, GreenAsm, Purify, Wisave, Ant Energy), pursues the objectives of increasing energy production from renewable sources, saving energy and reducing emissions and actively participates in the energy revolution of distributed power generation and smart grids, with innovative digital solutions. TerniEnergia is the ideal partner for large utilities, distribution operators and network operators, energy producers, public administrations, industrial customers and investors who intend to realize large projects for the production of renewable energy, modern systems and plants with high energy efficiency, solutions for the management and maintenance of infrastructure and electrical installations. TerniEnergia has completed its transformation from a leader in the international photovoltaic market into a smart energy company and technological enabler for the sustainable use of resources through a complete commercial offer of solutions, the development and supply of digital technologies and the creation of “intelligent” services and solutions aimed at public and private customers in emerging sectors. 

TerniEnergia is listed on the MTA of Borsa Italiana.