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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

07Aug 2014
  • Revenues of 21.5 million (Euro 31.7 million as at June 30, 2013)
  • EBITDA of Euro 9.8 million, +72% (Euro 5.7 million as at June 30, 2013)
  • Ebitda Margin 45.5% (18% as at June 30, 2013)
  • EBIT of Euro 6 million, +99% (Euro 3 million as at June 30, 2013)
  • Net Profit of Euro 1.2 million (Euro 5.4 million as at June 30, 2013)
  • NFP of Euro 152.8 million, Euro 11.6 million of which in short time (Euro 135.2 million as at 31/12/2013, Euro 18.2 million of which in short time)
  • Net Equity amounted to Euro 50.4 million (53.9 million as at 31/12/2013)
  • Following the signing of the investment agreement for the acquisition of Free Energia and the change of the reference scenario, the Board of Directors considers outdated the industrial plan “Discover the new green era” and gives the green light to the strategic review
  • Confirmed the aim of a significantly reduction of the NFP within the year, through the placement of some photovoltaic assets, mainteining the industrial management

 

The Board of Directors of TerniEnergia, a company active in the renewable energy fields, energy efficiency listed on Star Segment of Borsa Italiana, approved today the interim financial report as at June 30, 2014.

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

“The first half results show an increase in EBITDA and margins due to increased revenues from power generation and positive contribution of the environmental sector, against of a drop in revenues due to the transition phase related to the development of photovoltaic EPC activities in South Africa. Following the forthcoming revision of the national incentive system for PV plants, planned by the Italian Government, being converted into law by the parliamentary institutions, the company assumed the determination to consider ended the placement of the closed investment fund “RA – Renewable Assets”. Within the year, however, TerniEnergia intends to occur a range of opportunities to enhance the value of some photovoltaic assets. This prospective transaction can allow a consequent significant reduction in the NFP. The signing of the investment agreement for the acquisition of Free Energia, in the case of success of the transaction, will also entail a strategic realignment of the Group. This will produce a significant increase and diversification of revenues, the expansion of the scope of core activities, with entry into the new business of electricity trading and the management and sale of services to the central vegetable oil, the integration in the value chain of innovative services with high technological content, the development of strong business opportunities of cross-selling in the areas of energy efficiency and energy trading. Because of this changing scenario, TerniEnergia considers updated the business plan 2014-2016 “Discover the new green era” and intends to launch a comprehensive strategic review and an update of its objectives and quality targets, through the presentation of a new consolidated business plan, after the acquisition of Free Energia, highlighting the visibility of growth in the medium term and ensuring the creation of value for shareholders”.

Consolidated results as at June 30, 2014

The Net revenues amounted to Euro 21.5 million (Euro 31.7 million as at June 30, 2013) with a decrease in prevalence attributable to the drop of the revenues from photovoltaic EPC. The contribution of the environmental sector and the power generation activity, characterized by high margins and a long-term visibility, is equal to approximately 54% of total revenues in growth compared to the same period of 2013 (24% ).

The EBITDA amounted to Euro 9.8 million (+72%) compared to Euro 5.7 Million recorded as at June 30, 2013. The EBITDA Margin was 45.5%, with a significant increase compared to the same period of 2013 (18%)

Net operating income (EBIT) amounted to Euro 6 million (Euro 3 million as at June 30, 2013), an increase of 99%, after amortization, depreciation and provisions amounted to Euro 3.7 million (Euro 2.7 million as at 30 June 2013).

Net income amounted to Euro 1.2 million and includes the share of profit generated from the activity of JV. Net income as at June 30, 2013 was Euro 5.3 million, result that benefited of income from extraordinary transactions resulting from the consolidation of the companies previously held in JV.

The Net Financial Position amounted to Euro 152.8 million (Euro 135.2 million at 31/12/2013). The non-current net financial position is Euro 141.2 million, and includes the the bond issue carried out in February 2014. The short-term NFP is Euro 11.6 million. The NFP at 31/12/2013 amounted to Euro 135.2 million.

The net equity amounted to Euro 50.4 million (Euro 53.9 million at 31/12/2013), while the Fixed Assets amounted to Euro 178.6 million, of which € 159.7 million related to tangible fixed assets. The short-term NFP/net equity ratio, equal to 0.23x improves appreciably and constantly, consolidated in full security area.

Industrial results as at June 30, 2014

The total number of photovoltaic plants built by TerniEnergia from the beginning of its activity is equal to 273, with an aggregate capacity of approximately 284.1 MWp (33.3 MWp in full ownership and 5.8 MWp in joint venture for the Power Generation activity). Moreover, are connected to the grid biomass plants for a total of 1.5 MWe and 2 MWt.

The total energy production of the full ownership and joint ventures plants for the power generation business, in the first half was equal to about 24 million kWh. For the full year 2014 it is estimated that the PV assets owned by the Company will ensure a production of over 60 million kWh. In the environmental sector are operating a treatment and recycle plant of end of life tires (ELTs), the GreenAsm biodigestion and composting plant and finally the groundwater remediation plant in Nera Montoro (TR).

SIGNIFICANT EVENTS OCCURRED AFTER THE END OF THE PERIOD

July 2, 2014: TerniEnergia has exercised the call option on the 30% of Lucos Alternative Energies, granted by the shareholders by the agreements entered into on August 10, 2011, completing the acquisition of the 100% sharecapital of the ESCO UNI CEI 11352 certified company. The price for the transaction is equal to Euro 1.952 million and the payment was entirely financed by cash.

July 9, 2014: TerniEnergia won a national tender organized by Ecopneus scpa, the no-profit company for the tracking, collection, treatment and final destination of End of Life Tires (ELT) created by the major tire manufacturers operating in Italy, for the ”granulation/crushing activities of ELTs (ERC 160 103) for the period 2015-2017”. TerniEnergia can receive in Nera Montoro (TR) plant up to a total of 15,000 tons of PFU delivered only by Ecopneus for a three-year aggregate revenues of Euro 4.1 million.

July 10, 2014: TerniEnergia is the award winner of “Company to watch 2013”. The recognition is awarded every year by Databank (a Group Cerved division specialized in consulting services and marketing solutions) to the companies that have distinguished themselves in a deepened selection process, the result of both quantitative and qualitative analysis. TerniEnergia has been acknowledged as the company more virtuous and best-performing in 2013 in the field of panels and solar systems.

July 31, 2014: TerniEnergia has signed two definitive agreements for the EPC (engineering, procurement and construiction) and O&M (operation and maintenance) activities with a primary European utility for the construction in South Africa of two industrial size PV plants for the total power capacity of 148.5 MWp. In particular, the contracts following the framework agreements communicated to the market on October 31, 2013, and concerned the installation by TerniEnergia Projects PTY Ltd, a South African subsidiary of TerniEnergia, of two photovoltaic plants with “EPC Contract” (turnkey) with the supply of panels and inverters, respectively, in  Paleisheuwel for an installed capacity of 82.5 MW and in Tom Burke for 66 MW, for a total consideration of approximately ZAR 2 billion, corresponding to the current exchange rate to approximately Euro 147 million. The effectiveness of the two contracts is subject to the signing of the financial closing between the final customer company and the South African Government (Department of Energy).

August 4, 2014: TerniEnergia, and Italeaf, 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, Umberto Paparelli, Pierluigi Cernieri and Salvatore Pelleriti, who acted also on behalf of some remaining shareholders of Free Energia S.p.A. Free Energia, 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. 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.

BUSINESS OUTLOOK

The current market situation is characterized by strong global growth of investments in the photovoltaic and the environmental industry, but there are critical issues arising from the forthcoming revision of the Italian legal 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 and the start of the parliamentary conversion of the so-called “Tagliabollette” decree, the Company has prudently suspended the transfer of assets to the closed real estate investment fund “RA – Renewable assets”, increasing its ownership of PV plants and maintaining a bouquet assets with very high margins, to be exploited in the case 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 projects in portfolio in South Africa for an amount of approximately Euro 147 million. The time schedule of the sites previously announced, which included the opening by the end of August 2014, be postponed for a few months. The date of start will be determined by the South African authorities. The company has also been identified as EPC contractor by a leading utility for a further two potential contracts relating to the so-called IV BID by the South African government that includes the construction of 8 photovoltaic plants with a total capacity of over 500 MWp.

In the short term there are plans to set up a company in partnership with Al Hamed Group, called TerniEnergia Gulf LLC, based in Abu Dhabi, active in the fields of power generation, waste to energy and waste management. By 2014 it is expected to open early sites and the start of construction of a plant for the end of life tires

  • Italian Development – Strengthening in the growing sectors of smart energy and energy efficiency. In particular, in the case of a successful completion of the acquisition of Free Energia, it will allows the downstream integration of the value energy chain, adding to the activities of power generation and energy efficiency of industrial scale, even new business of electricity trading, smart energy services, in a phase of high growth and significant development opportunities, and the management and sale of services to the vegetable traced oil burning power plants. The acquisition also will meet a number of strategic TerniEnergia’s target. Free Energia has a volume of estimated revenues for the year 2014 amounted to approximately Euro 170 million. This transaction, along with the acquisition of 100% of Lucos Alternative Energies, will be the basis for a strong growth in energy efficiency and for the enhancement of energy production from renewable sources by the managed plants.
  • 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” from end of life tires in Northern Italy, at Borgo Val di Taro (PR). Finally, will be completed the new plant for the treatment of industrial waste fluids in Nera Montoro (TR), now in an advanced authorization phase, that 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.

FURTHER RESOLUTIONS OF THE BOARD OF DIRECTORS

The Board of Directors of TerniEnergia stated that the proposal plan for the purchase of own shares ( buy-back), will be subject to the same Shareholders’ Meeting to be convened for the approval of capital increase planned for the acquisition of 100% of Free Energia SpA.

Declaration of the Officer responsible for preparing the corporate accounting documents

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.

Deposit of documents

Please note that the Interim Financial Report as at June 30, 2014 of the Group TerniEnergia approved by the Board of Directors of TerniEnergia today, will be available to the public, together with the report of the independent auditors, in the manner and within the time provided by law.

TE-COS_1H2014-07-08-2014(EN)

31Jul 2014
  • The subsidiary TerniEnergia Projects PTY Ltd will carry out the activities of the EPC with supply of panels and inverters and the O&M for € 147 million
  • The effectiveness of the contracts is subject to financial closing between the final customer and the South African Government
  • Updated the schedule of construction and consequently requested the access to the italian institution of Ordinary Earnings Supplement Fund for the human resources
  • Update of Corporate Events Calendar, 2014: on August 7 the board of directors will be held for approval of the Half-yearly financial report as of 30/06/2014

TerniEnergia, a company active in the fields of renewable energy, energy efficiency and waste management, listed on the Star segment of the Italian Stock Exchange, as part of the process of internationalization of photovoltaic EPC business, has signed two definitive agreements for the EPC (engineering, procurement and construiction) and O&M (operation and maintenance) activities with a primary European utility for the construction in South Africa of two industrial size PV plants for the total power capacity of 148.5 MWp.

In particular, the contracts following the framework agreements communicated to the market on October 31, 2013, and concern the installation by TerniEnergia Projects PTY Ltd, a South African subsidiary of TerniEnergia, of two photovoltaic plants with “EPC Contract” (turnkey) with the supply of panels and inverters, respectively, in  Paleisheuwel for an installed capacity of 82.5 MW and in Tom Burke for 66 MW, for a total consideration of approximately ZAR 2 billion, corresponding to the current exchange rate to approximately Euro 147 million.

The effectiveness of the two contracts is subject to the signing of the financial closing between the final customer company and the South African Government (Department of Energy). Because of this circumstance, the time schedule of the start of construction sites, previously announced opening within the month of August, 2014, is deferred to the date of the agreement that will be determined by the South African authorities. TerniEnergia, therefore, has taken immediate steps for the human resources management, requesting access to the italian institution of Ordinary Earnings Supplement Fund.

Pursuant to art. 2.6.2 of the Rules of Borsa Italian SpA, TerniEnergia announced that, in addition to what is stated in the Calendar of Corporate Events 2014 released last February 6, the Board of Directors for approval of the Half-yearly financial report as of 30/06/2014 will be held on August 7, 2014.

TE-COS_RSA-31-07-2014(EN)

15Jul 2014

ATC Servizi and Skyrobotic: signed an agreement for experimental and educational activities on unmanned aircraft systems (UAS)

Terni airport identified as an excellence center for the development of drones in civil and commercial sectors

ATC SERVIZI, a company wholly public that operates in complementary services related to mobility and manages through an “in house” service agreement the development plan of the “A. Leonardi” airfield in Terni (Italy), and Skyrobotic, an italian company based in Terni, active in the development, mass production and commercialization of unmanned aircraft systems (UAS), part of Italeaf group, have signed an agreement for the use of logistic services and assistance to the flight of the operating area and air space “protected” (Notam) of the Terni airfield for experimental activities and training on the mini and micro drones for domestic and commercial use, in accordance with recent ENAC Regulations “means Aircraft Steering Remote “.

In particular, Skyrobotic is going to carry out at the airfield of Maratta, in Terni, experimental activities for research and development in order to obtain approval of unmanned aircraft systems products, training and enabling the use of drones with theoretical courses pertaining to the “Rules of the Air” (Civil Aviation Authority regulations) and operational training courses and programs with applications relating to specific job functions related to the use of UAS and drones, or photogrammetry, video inspections, etc..

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09Jul 2014
  • Total revenues expected to total 4.1 million euros for the delivery up to 15.00 tons/year in Nera Montoro (TR) plant
  • Confirmed the investment for the construction of the second treatment plant in northern Italy PFU

TerniEnergia SpA, a company active in the fields of renewable energy, energy efficiency and waste management, which is listed on the Star segment of Borsa Italiana, won the national tender organized by Ecopneus scpa, the no-profit company for the tracking, collection, treatment and final destination of End of Life Tires (ELT) created by the major tire manufacturers operating in Italy, for ” granulation/crushing activities of ELTs (ERC 160 103) for the period 2015-2017”.

This is an important recognition of the Company’s leadership in the field of environmental business and economic activity in the field of the recovery and recycling of materials – said Stefano Neri, Chairman and Chief Executive Officer of TerniEnergia –. It is even more remarkable that this acknowledgement comes from Ecopneus, a positive example of how is possibile to integrate the requirements of environmental protection and sustainability with the creation of economic value and employment. TerniEnergia confirms its intention to continue the process of strengthening the scope of the environmental assets, completing a new plant for the treatment and recovery of “secondary raw material” of end life tires (ELT) in Northern Italy. The implementation of the second plant will allow us to double the treatment capacity and to achieve a market share of approximately 20% of the national market“.

TerniEnergia can receive in Nera Montoro (TR) plant up to a total of 15,000 tons of PFU delivered only by Ecopneus for a three-year aggregate revenues of Euro 4.1 million. The Nera Montoro PFU treatment plant has a capacity of about 20,000 tons/year and receives materials for crushing and recovery of secondary raw materials (granulate and crumb rubber and wire steel) by other consortia collectors and private operators .

In 2013, Ecopneus avoided emissions by 347 million metric tons of CO2 equivalent through the use of recycled rubber in place of virgin rubber, 3.2 billion kWh of energy saved; 1.3 million m3 of water consumed in the production cycle of virgin rubber, steel and other components of the tire.

TE-COS_PFU-09-07-2014(EN)

28Jun 2014
  • Placement value of 2.5 euro per share
  • Stefano Neri (Chairman): “Our Group will operate worldwide to promote Made in Italy technology and innovation”
  • The company admitted to the “Hong Kong Science & Technology Parks”
  • The Vice President of NASDAQ OMX Nordic, Adam Kostyàl, announced agreements with Italian banks for the implementation of online  trading platforms

Italeaf, holding company and first Italian company builder active in cleantech and smart innovation sectors, presented to investors and press the planned flotation of shares on the MTF NASDAQ OMX First North in Stockholm Stock Exchange, after a private placement operation. There is an ongoing capital increase reserved for a maximum of 800,000 shares for a total of 2 million Euros, which will bring the total share capital to 17 million.

“Italeaf, by the summer, will be of the first Italian company listed on the Swedish market – said the Chairman, Mr Stefano Neri – Our choice is made for a number of reasons: first of all, for the sensitivity of Nordic investors for clean technologies, innovation and social responsibility. And then for the steady growth of interest in Nasdaq OMX, a market that is catalyzing attention for the rapid growth in Europe, but not yet fully appreciated in Italy. Finally, to avoid overlap between Italeaf and TerniEnergia, which already operates in the Star segment of Borsa Italiana, owned by LSE. The shareholders’ meeting decided on the placement price, that will be 2.5 euro per share. Ourhe goal is to continue to create value, broad the shareholder base and increase the brand awareness. Italeaf wants to to represent an attractive factor for new businesses and startups in the areas of high innovation, technology and reducement of environmental impact”.

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27Jun 2014

Italeaf, holding company and first Italian company builder active in cleantech and smart innovation sectors, presented to investors and press the planned flotation of shares on the MTF NASDAQ OMX First North in Stockholm Stock Exchange, after a private placement operation. There is an ongoing capital increase reserved for a maximum of 800,000 shares for a total of 2 million Euros, which will bring the total share capital to 17 million.

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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