The Board of Directors of Italeaf, a holding company active in the cleantech and smart innovation sectors, listed on Nasdaq First North, which met today, resolved to postpone the approval of the separate and consolidated financial statements to 31 December 2018.

In this regard, the Company’s Board of Directors has noted that:

  1. on 22 March 2019, the Board of Directors of the subsidiary TerniEnergia, the parent company’s main asset, resolved to postpone any decision on the approval of the draft financial statements and the consolidated financial statements as at 31 December 2018 until a later date, approximately between 17 and 28 June 2019, in order to be able to take fully into account, in approving these financial data, the impacts deriving from the definition of the restructuring agreement currently being defined;
  2. negotiations are in progress with the creditors and that some financial creditors are common to the two companies;
  3. the same creditors are waiting to receive Italeaf’s updated plan to resolve on the restructuring of both companies, which have reserved the right to follow the progress of these negotiations with the aim of concluding them and defining their recovery and relaunch plans by June 30, 2019.

Taking into account the work in progress of this process – of which the market is and will be regularly informed – and the importance of the outcome of the above negotiations aimed at reaching a restructuring agreement that will allow the economic and financial rebalancing of Italeaf and TerniEnergia, the Board of Directors has therefore, deemed it appropriate to postpone any decision on the approval of the draft annual and consolidated financial statements as at 31 December 2018 until a later date, indicatively between 17 and 28 June 2019, in order to be able to take fully into account, in approving those financial data, the impacts arising from the definition of the restructuring agreement.

The Board of Directors also approved the proposed Plan for the recovery and relaunch of Italeaf, following the strategic guidelines approved on 27 April 2018, aimed at restoring the financial and equity balance of the Company in the long term, whose reasonableness will be certified by a professional advisor pursuant to Article 67, paragraph 3, letter d) r.d. 267/42 for the period 2018-2022 (the “Plan”), which was identified in Dr. Massimiliano Bonamini (subject with proven experience in the sector). Italeaf avails itself of Orrick law firm as its legal advisor.

The Plan, drafted with the support of KPMG as an industrial and financial advisor, represents an important part of the restructuring process undertaken by the Company. All the measures envisaged must be considered as a single measure, as they compete with each other to achieve the goal of restoring the Company.

The main terms of the proposed Plan approved today by Italeaf’s Board of Directors, which are still the subject of negotiations with the creditors and, therefore, still potentially subject to amendments and/or additions, are set out below:

Extraordinary transactions to reduce and accelerate the return from the current bank exposure

  • disposal of property and facilities located at the Nera Montoro (TR) industrial site and related management activities by the end of 2020. Although no binding letters of commitment have been signed, negotiations to date have led to initial expressions of interest in relation to the purchase of the Nera Montoro industrial site;
  • sale of shares in Italeaf Real Estate relating to the goodwill connected with the contract for the provision of services to third-party companies by 2020;
  • loan to start-ups to be carried out during the two-year period 2019-20, aimed at satisfying the primary cash requirements and the activities of the subsidiaries themselves;
  • to encourage the intervention of third party investors, in co-participation, in the subsidiary Numanova with the aim of guaranteeing a sufficient equity contribution to support the definitive take-off of the company, currently in the initial “expansion” phase.

Business continuity

Italeaf S.p.A., in addition to maintaining its holding activity, may continue to provide until 2020 the possibility of providing services (administrative, management, full service, utilities, etc.) to the Group and/or to any third parties taking over the disposal process initiated by the subsidiary TerniEnergia. To date, in the absence of visibility on the agreements being defined with third parties, it is assumed that third parties will take over the former TerniEnergia’s service contracts, as it is assumed that the sale of the Nera Montoro industrial site will take place at different times than the sale of the TerniEnergia’s plants.

Rationalisation

In order to guarantee the ability to maintain an economic and financial equilibrium to cope with current operating activities, from 2018 onwards the Management has started a process of optimisation and rationalisation of Italeaf S.p.A.’s operating and structural costs. Starting to 2021, with the sale of the Nera Montoro site, a further significant reduction in costs is expected, primarily as a result of the utilities, the reduction in the organisational structure and the lower taxes linked to the industrial area to be sold.

Financial manoeuvre

Italeaf S.p.A. has made itself available for a financial restructuring based on a recovery and relaunch plan pursuant to art. 67 of the italian B.L.. The proposal for Financial Manoeuvre is based on the debt as at March 31, 2018 and provides for the early repayment of the bank exposure in correspondence with the realisation of extraordinary transactions and the rescheduling of the bank debt with an amortisation plan based on the cash flows generated by the Company and the cash flows deriving from the subsidiary TerniEnergia from 2025 (the year in which TerniEnergia is expected to be completely restructured).

The Proposal for Financial Manoeuvre is based on the following guidelines:

  • Request for a moratorium on bank debt principal and interest until 31 December 2019;
  • Interest 2018: calculation at historical rates and payment PIK (“Payment in kind”);
  • Interest 2019: reduction from 1/01/2019 at a rate equal to Euribor 6 months + 100bps and payment PIK (“Payment in kind”);
  • Interest 2020-27: Euribor 6 months rate + 100bps and payment on PIYC basis (“Pay if you Can”);
  • Reimbursement of bank exposure as of 31 March 2018, as well as financial charges 2018 and 2019 capitalised in two phases: (a) early redemption in 2021 through the collection of the sale of Nera Montoro (TR); (b) redemption from 2025 through the flows deriving from the activities of the TerniEnergia Group.

The Board of Directors of Italeaf therefore resolved to continue negotiations with the creditors on the basis of the proposed Plan approved today, reserving the right to closely monitor the work in progress of negotiations with the aim of concluding them and defining the Plan by 30 June 2019.

Press-release__PRR-28-03-2019

14May 2014
  • Revenues of Euro 10.4 million (Euro 8.7 million at March 31, 2013)
  • EBITDA of Euro 4.6 million (Euro 1.1 million at March 31, 2013) with EBITDA margin of 44% (13.1% at March 31, 2013)
  • Net profit of Euro 0.7 million (Euro 1.6 million at March 31, 2013)
  • NFP of Euro 144.6 million (Euro 135.2 million at December 31, 2013)
  • Approved the EPC contracts, supply and sub-contract for two solar power plants in South Africa for a total of 148.5 MWp
  • Completed and connected to the grid a plant of a total capacity of 10 MWp in Upington (South Africa) for utilities of international standing
  • The Board od Directors of TerniEnergia, a company active in the renewable energy fields, energy efficiency and waste management, listed on Star Segment of Borsa Italiana, approved today the interim financial report as at March 31, 2014.Stefano Neri, President and CEO of TerniEnergia, commented as follows:

    The first quarter of 2014 results represent a snapshot of the evolutive path of the Group, with a return to revenue and margins growth, reflecting the correctness of the strategic choices in the direction of business internationalization and diversification. This confirms the important contribution generated by the performance of the assets dedicated to power generation owned by the Group, which contributes to the results of the quarter together with the good performance of environmental and O&M activities. TerniEnergia, thanks to the scenarios opened by the agreement signed with Al Hamed Group in the Gulf countries and the one signed with Free Energy for the start of the negotiation for the acquisition, looks into the prospects for the medium term with growing optimism. In particular, the Company aims to strengthen its internationalization process and to restart a growth path in Italy, especially in the dynamic sectors of smart energy and energy efficiency. Alongside the strategic opportunities that will lead to the development of a new business plan, to be defined after the desirable successful conclusion of the transaction with Free Energia and the acquisition of 100% of the shares of Lucos Alternative Energies, high visibility for the Group’s industrial activities is guaranteed by major orders at startup in South Africa and the planned construction of new environmental plants in Italy”.

    Consolidated results as at March 31, 2013

    The Net revenues amounted to Euro 10.4 million, with an increase of 19.8% compared to March 31, 2013 (Euro 8.7 million), thanks to the internationalization of the EPC PV activities, and in particular to the remarkable state of advance of the first plant built in South Africa in the area of ​​Upington and the fees paid by the customer for the business of design and other preparatory activities carried out on two industrial sized photovoltaic plants that will be built in South Africa too. Also an increase in revenues is guaranteed by the management of the photovoltaic assets (power generation) and by the business lines of environmental activities (recovery of materials and energy from marginal resources) and the Operation and maintenance activities.

    The gross operating margin (EBITDA) amounted to Euro 4.6 million (Euro 1.1 million at 31/03/2013), with an increase attributable mainly to the activity of power generation and the results of the activities of the environmental sector. The high margin includes the fees paid by the customer for the design activities and for further preparatory work carried out on the two industrial sized photovoltaic plants that will be built in South Africa. The EBITDA margin was 43.9%, with a significant improvement compared to 13.1% at March 31, 2013.

    Net operating income (EBIT ) amounted to Euro 2.8 million (Euro 0.2 million at March 31, 2013), after amortization of Euro 1.8 million (Euro 1 million in 2013), the increase of which is determined by the largest number plants held in full ownership by the Group.

    Net profit amounted to € 0.7 million, compared to Euro 1.6 million at March 31, 2013.

    The Net Financial Position amounted to Euro 144.6 million (Euro 135.2 million at 31/12/2013). The non-current net financial position is Euro 139.7 million, while the net financial position in the short amounted to EUR 4.8 million. The increase in the net financial position, partially offset by a decrease of the current financial debt, is closely related to the bond issue carried out in February 2014.

    The net equity amounted to Euro 53.6 million (Euro 53.9 million at 31/12/2013), while the Fixed Assets amounted to Euro 184.7 million (182.4 million up to 31/12/2013 1.3%), of which € 159.7 million related to tangible fixed assets. The NFP short /net equity ratio, equal to 0.09x improves appreciably and constantly, consolidated in full security area (0.34 x at 31/12/2013).

     

    FURTHER RESOLUTIONS OF THE BOARD OF DIRECTORS

    The Board of Directors has reviewed and ratified the signing of the expression of interest for the acquisition of Free Energia SpA through a capital increase of TerniEnergia, reserved to shareholders of Free Energia, to be subscribed by the transfer of shares of Free Energia.

    The Board has also approved the signing of the EPC contracts, supply contracts and sub-contractors agreement by the South African subsidiary TerniEnergia Project (Pty.) Ltd. for the construction of two solar power plants in South Africa named Tom Burke, with a total capacity of 66 MWp, and Paleisheuwel, for a total capacity of 82.5 MWp.

    The Board of Directors also approved the amendment to the Procedure for Transactions with Related Parties, implementing Article 12 of Consob Regulation no. 17221 dated 12/03/2010 for Transactions with Related Parties, with the approval of the Committee for Transactions with Related Parties.

    The Board finally approved a framework resolution concerning the issuance of bank guarantees by the parent company Italeaf SpA in the interest of TerniEnergia SpA in favor of lenders of the Company, for a cumulative maximum expected amount in one year amounted to Euro 4 million.

    CONNECTED TO THE GRID A PHOTOVOLTAIC PLANT OF 10 MWp POWER

    TerniEnergia has substantially finished and connected to the grid a photovoltaic plant of industrial size, for a total installed capacity of 10 MWp in Upington – South Africa, made on behalf of a third party customer, in particular for a utility of international concern and its special purpose vehicle.

    The total number of photovoltaic systems built by TerniEnergia from the beginning of its activity is equal to 273, with an aggregate capacity of approximately 284.1 MWp (34.3 MWp in full ownership  and 4.1 MWp in joint venture for the Power Generation activity). Moreover, are connected to the grid biomass plants for a total of 1.5 MWe and 2 MWt.

     

    SIGNIFICANT EVENTS OCCURRED AFTER THE END OF THE PERIOD

    April 23, 2014: The Shareholders’ meeting of TerniEnergia approved unanimously the draft financial statements and noted the presentation of the consolidated financial statements as at December 31, 2013. Shareholders’ meeting also approved the distribution of a dividend equal to Euro 0.06 per ordinary share gross with-holdings set forth by law. The dividend shall be paid on May 22, 2014 and the relevant coupon no. 5 shall be separated on May 19, 2014. The Shareholders’ Meeting has finally approved the confirmation as a non-executive director of Atty. Francesca Ricci, co-opted to the Board of Directors on October 17, 2013 in observance of the provisions introduced by Law n. 120 July 12, 2011, in matter of gender balance in the composition of the Board of Directors and the Statutory Auditors.

    April 24, 2014: TerniEnergia and Italeaf, a holding company and majority shareholder of TerniEnergia, signed a manifestation of interest for the acquisition of 100% of the share capital of Free Energia S.p.A. with the shareholders of the Company. Free Energia, a company that in 2013 had revenues of approximately Euro 100 million and that in the first quarter of 2014 and recorded a revenue growth of +100% compared to the previous financial year, as an innovative energy trader, providing energy to electricity-consumptive customers and/or consolidated re-seller but, more importantly, carrying out hedging and trading planning with innovative technologies. The structure of the transaction, if will occur the conditions for a final settlement, will consist of a capital increase of TerniEnergia, reserved to shareholders of Free Energia, to subscribe through the transfer of shares to Free Energia. There is no cash outlay. The estimated value of the transaction is approximately 15 million Euros.

    April 29, 2014: TerniEnergia has signed a joint venture agreement in Abu Dhabi for the establishment of a NewCo with Khalid Al Hamed Group LLC Dubai, represented by the Chairman and CEO Sheikh Khalid Bin Ahmed Al Hamed. In particular, TerniEnergia has signed a binding and immediately operative agreement between the parties, that provides for the establishment of a company named TerniEnergia Gulf LLC, based in Abu Dhabi, which is 51% owned by Khalid Al Hamed Group LLC and 49% by TerniEnergia, which will operate in the Middle East and the Gulf Cooperation Council (GCC).

    BUSINESS OUTLOOK

    The current market situation is characterized by strong global growth of investments in the photovoltaic industry and the environment, but there are critical issues arising from the ventilated modification of Italian regulatory system and incentives for renewable energy sources, the quota restrictions on access to capital, the growth of the size of the plants and the consequent need for a careful and prospective view of financial management of projects.

    Because of this changing market, TerniEnergia has diversified its sources of access to capital through the bond issue, has revised its business model from which derives stability of cash flow and growth opportunities resulting from replicability, has diversified the risk country and the counterparty in B2B.

    At the same time, precisely because of the rumors of the development of legal and regulatory framework, the Company has had to deal with a delay in fund rasing for the projected closed real estate investment fund, taking the opportunity to consolidate the full ownership of the photovoltaic assets for the power generation activity, increasing its assets and maintaining a bouquet of assets, with very high margins, to be valued in the event of future opportunities resulting in a reduction of the NFP. TerniEnergia confirms, therefore, for the future, a strategy that combines the size of the business, growth and development policy of relations with capital markets and debt.

    As a result, the Company expects the following lines of development :

    • International Development – In the period 2014/2015 is planned the construction of the project in portfolio in South Africa for an amount of approximately Euro 140 million; in the short term it is planned to establish a company in partnership with Al Hamed Group, named TerniEnergia Gulf LLC, headquartered in Abu Dhabi, active in the fields of power generation, waste to energy and waste management. By 2014 it is expected to open the first sites and the construction of a plant for the recovery of end of life tires.

    • Italian Development – Strengthening in the growing sectors of smart energy and energy efficiency. In particular, the beginning of negotiations for the acquisition of Free Energia SpA allow a completion of the value chain downstream for power generation plants owned by TerniEnergia, thanks to the sales network of Free Energia. The operation, thanks to the simultaneous acquisition of 100% of Lucos Alternative Energies, already contracted for next June, will allow strong potential synergies and opportunities for the integration of the business, which will be the basis for a strong growth in energy efficiency and enhancement of energy production from renewable sources.

    • Strategic development – Focus on business lines with major development, consolidating investments without recourse to new lines of business with lower potential return and growth, where the recent development (EPC, O&M) was based. Concentration on the activity of power generation with the full technological independence and diversification of sources and technologies themselves, to enhance the opportunities for the short term and the coverage requirements of the demand curve.

    TerniEnergia intends to have a balanced portfolio for each Country in the process of internationalization of PV EPC and environmental business. In particular, continues to conduct intensive scouting activities to promote development projects in the most attractive countries for the installation of large-scale plants.

    The Company will also continue the process of strengthening the scope of the environmental asset, completing a new facility for the treatment and recovery of “secondary raw material” of life tires in Northern Italy and exploiting a new plant in South Italy for energy recovery through anaerobic biodigestion and composting. Finally, the new plant for the treatment of industrial waste fluids in Nera Montoro (TR), now in an advanced authorization phase, will be completed and will intercept a substantial demand in a market segment with high technological content and high growth prospects.

    On the financial side, TerniEnergia intends to consolidate the excellent reputation with investors through its own presence on the Stock Exchange in order to candidate itself to be an investment platform for institutional investors, creating conditions, through the stability of cash flows, using the debt in a efficient manner with respect to changes in demand of the market.

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

TE-COS-1Q2014_14-05-2014(EN)

16Jun 2014

ITALEAF: the Shareholders’ Meeting approves the listing project on NASDAQ OMX First North Stockholm

  • Approved the capital increase with exclusion of the option privilege for a maximum amount of Euro 2 million at the service of the private placement

  • Italeaf will be the first Italian company to apply for listing on the NASDAQ OMX First North in Stockholm Stock Exchange

The Shareholders’ Meeting of Italeaf, holding company and first Italian company builder active in cleantech and smart innovation sectors, met today in ordinary and extraordinary session chaired by Stefano Neri.

Ordinary Session

The Shareholders’ Meeting, in ordinary session, unanimously approved the project of listing of company’s shares on the multilateral trading facility NASDAQ OMX First North of Stockholm Stock Exchange, following a private placement transaction, pursuant to Italian Laws, in particular art. 100 letter. a) and b) of Legislative Decree 58/1998, aimed at creating the necessary floating for listing. First North is the multilateral trading facility organized and operated by NASDAQ OMX.

The transaction is inserted in the path of growth that Italeaf has followed continuously since its incorporation and is therefore aimed at:

–          Broaden the shareholder base and increase the brand awareness;

–          Increase the channels of financing to develop and expand the corporate activity and support the investments;

–          Increase the visibility at the international level, and get a full appreciation of the economic value of the company;

–          To support the company’s expansion in areas sensitive to technological innovation, not yet mature, and where there is scope for growth in the short term.

In particular, Italeaf aims to invest in innovative startups in sectors with high growth prospects and international vocation. The listing will facilitate the exit strategy for the subsidiaries, in order to generate value for the shareholders and reinvest in new projects.

Italeaf is the first Italian company to request access to the capital market operated by NASDAQ OMX Nordic, with the objective of strengthening the international development through the subsidiaries in the UK and Hong Kong, where the Group intends to develop a research applied center for the development of new products within the Hong Kong Science & Technology Parks.

Finally, through the listing, Italeaf intends to enhance its real estate property and industrial facilities through the construction of infrastructure to support the activities of the startup ecosystem (eg: the design of an eco-industrial park developed by the Politecnico di Milano University).

Italeaf is assisted by Mangold Fond Kommission AB as Certified Adviser.

The Shareholders’ Meeting also approved on the following points:

– Presentation to NASDAQ OMX’s application for admission to trading of the shares of the multilateral system named NASDAQ OMX First North.

Extraordinary Session

The Shareholders’ Meeting, in extraordinary session, approved the capital increase reserved, with exclusion of the option privilege, to a maximum of Euro 2 million aimed at creating the necessary float for listing on NASDAQ OMX First North. The new shares for the listing will be reserved for investors in Italy and abroad (excluding the United States of America, Canada, Japan and Australia) and other selected investors, but still falling within one of the exemptions provided for by Italian Laws, in particular Art. 100 of the TUF letter. a) and b) of Legislative Decree 58/1998.

Following this transaction, Italeaf will reach the requirements for admission on NASDAQ OMX First North, and in particular at least 100 shareholders with liquidity provider and at least 10% of share capital in public hands.

 PR_ITALEAF-2014-06-16

23Jun 2014

Logo Italeaf

Italeaf is pleased to invite you to the presentation of the event:

“Project for listing on NASDAQ OMX First North Stockholm”

 

June 26, 2014 – 11.30 am

@ Eataly, Teatro Smeraldo, Sala Congressi

Piazza 25 Aprile, 10, 20121 Milano

 

Speakers:

Stefano Neri, Founder of Italeaf

Monica Federici, CEO of Italeaf

 

With the participation of:

Adam Kostyál, Senior VP NASDAQ OMX Stockholm

The participation is permitted after registering
RSVP: IR Top Consulting – Tel +39 02.4547.3884 – Email: ir@irtop.com

June 26, Invite