In the approved proposal for a Plan, the following are planned:

(a) a reshaping of the assets disposal;

(b) confirmation of the merger by incorporation of Softeco into TerniEnergia to complete the turnaround process, with the introduction of industrial targets in the digital O&M sector;

(c) the adjustment of the financial manouvre for debt rescheduling

 

The Board of Directors of TerniEnergia S.p.A. “(“TerniEnergia” or the “Company”), which met today, approved the update of the proposed Relaunch and recovery plan, compared to the version approved on 25 October 2018, the reasonableness of which must be certified by a professional pursuant to art. 67, paragraph 3, letter d) r.d. 267/42 for the period 2018-2022 (the “Plan”), who has been identified in Dr. Massimiliano Bonamini (subject of proven experience in the field).

The Plan, prepared with the help of KPMG as industrial and financial advisor, in its updated version, unequivocally represents a further step forward in the recovery process undertaken by the Company and provides for the following main strategic guidelines:

  • a plan for the disposal of the assets relating to the photovoltaic and environmental sectors owned by the Company (or by other companies directly or indirectly controlled by it), updated in terms of timing with respect to the previous version of the proposed Plan, which also takes into account the offers received by the Company for the sale of the above assets, as well as the Company’s industrial prospects in accordance with the Plan;
  • the merger by incorporation of Softeco Sismat Srl into TerniEnergia, to be completed by the end of 2019, to boost entry into the hi-tech and digital sector;
  • the continuity and development of business lines in the field of “digital energy”, advanced consultancy and application of new technologies to energy saving activities and digitalised plant maintenance;
  • a financial manoeuvre which, in addition to providing for debt rescheduling and rescheduling, is founded: (a) on a principle of “pari passu” distribution, between financial institutions and bondholders, of the proceeds deriving from the disposal of the above assets during the two-year period 2019-2020; (b) application of a “balance and withdrawal” manoeuvre to 2020 for those institutions that have shown interest in this solution thanks to the use of the last proceeds deriving from the disposals hypothesised in that year; (c) starting in 2020, full repayment of the residual debt for bondholders and banks not participating in the “balance and write-off”, through flows deriving from business continuity with the objective of completing the repayment path by 2026.

The main terms of the update of the proposed Plan approved today by the Board of Directors of TerniEnergia, still subject to negotiations with the creditors (including bondholders) and therefore still potentially subject to changes and/or additions, are set out below. All the measures envisaged must be considered as a single measure, as they compete with each other to achieve the target of recovering the Company.

  1. Proposed divestiture measures

The photovoltaic assets and those of the CleanTech Business Unit are expected to be disposed and, in particular, by 2019: (i) the sale of photovoltaic energy production plants, held directly or indirectly; (ii) the sale of end-of-life tyre treatment and recovery plants; (iii) the sale of the Nera Montoro biodigester; by 2020: (iv) the sale of a liquid waste treatment plant and 3 remaining photovoltaic plants. As a result of these disposals, the Plan provides for a total financial benefit of approximately Euro 115.8 million (of which approximately Euro 39.8 million Equity Value and approximately Euro 76.0 million reduction in the Group’s financial exposure due to the taking over of part of the debt by the purchasers of the assets).

  1. Merger by incorporation of Softeco into TerniEnergia

The corporate rationalisation process of the TerniEnergia Group is expected to be completed through the merger by incorporation of Softeco Sismat Srl into TerniEnergia by the end of 2019. This transaction will allow TerniEnergia to complete the industrial turnaround process of the Group through: (a) the strategic control of the new “Digital Energy” market, thanks to the development and growth of the Smart Solutions and Services divisions, based on Softeco’s expertise; (b) the application of the Digital Transformation paradigm as well as the adoption of new digital technologies for the energy efficiency sectors, according to a new business model, and for the maintenance of energy plants (proactive and prescriptive O&M), through an increased capacity for data analysis and the integration between the plant engineering skills of TerniEnergia and those for the development of innovative advanced analytics solutions by Softeco. Finally, it is believed that the merger will simplify the corporate architecture, confirming the industrial vocation of TerniEnergia, optimize decision-making processes and management efficiency (corporate, accounting and administrative), with a consequent greater rationalisation of costs.

  1. Financial manoeuvre
  2. a) Accelerated debt repayment over the two-year period 2019-2020: the proposed financial package provides for a reduction in the Group’s indebtedness to financial institutions and bondholders (as noted at 31 March 2018) over the two-year period 2019-2020 thanks to proceeds from the disposal of photovoltaic and environmental assets. The assumed divestments will lead to a total collection of approximately Euro 39.8 million (equity value) which will be distributed for Euro 20.1 million in 2019 (equal to about 33% of the debt after the sale in 2019) to banks and bondholders. A further Euro 7.8 million will be repaid during 2020 with percentages varying between institutions and bondholders depending on whether the latter choose to adhere to the pari passu repayment plan or alternatively to the assumption of full and final settlement. For bondholders and banks that have already given their willingness to support the company in a medium/long-term restructuring process (pari passu), it is expected that cash flows from disposals will contribute to an overall early repayment of debt of approximately 43% by the end of 2020 (of the initial exposure after disposals).
  3. b) Full and final settlement: for those institutions that have expressed their interest in adhering to a ” full and final settlement” principle, payment is expected in 2020, which would lead to an overall satisfaction in 2019 and 2020 of about 67% (withdrawal of about Euro 3.2 million out of a total of Euro 9.6 million of debt associated with the institutions that have opted for the full and final settlement solution).

It should be noted that the negotiations with the Company’s creditors regarding the Plan remain subject to definition and that any changes with respect to what is described above could occur as a result of the continuation of negotiations and in any case in line with them.

  1. c) Remaining exposures as at 31 December 2020: the remaining exposures as at 31 December 2020 (equal to Euro 28.2 million) would be repaid, pari passu, between the different types of exposures (see below) in annual instalments, with the flows deriving from the TerniEnergia Group’s operations, until the debt to the financial institutions (with the exception of the financing institutions exposed to the subsidiaries Softeco, Greenled and the Magliano Sabina plant in TerniEnergia) and the bondholders would be fully discharged by December 2026. This manoeuvre also envisages: (i) consolidation and moratorium until 31 December 2019 on short-term lines outstanding at 31 March 2018 (other than those towards the subsidiary Softeco and Greenled), which will be repaid in line with the medium/long-term treatment chosen by the individual institutions, (ii) moratorium on medium/long-term exposures outstanding at 31 March 2018, for the years 2019-2020, net of repayments as provided for in the previous points; (iii) the renegotiation of interest rates maturing and accruing from 1 July 2018 for all such 6-month Euribor exposures + 150 basis points.

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

 

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.

Press-release__TE-PRR-26-02-2019

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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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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02Jul 2014

• Planned important synergies in the fast growing energy efficiency and smart energy industry

• The transaction price amounted approximately to Euro 1,952 million entirely financed by cash

 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, as part of its strategy of strengthening in the areas of smart energy and energy efficiency, has exercised the call option granted by the present shareholders[1]by the agreements entered into on August 10, 2011, completing the acquisition of the remaining 30% of the sharecapital  of Lucos Alternative Energies ESCO UNI CEI 11352 certified.

“The transaction – said Stefano Neri, Chairman and Chief Executive Officer of TerniEnergia – is a part of the company strategy aimed to support, alongside the international development in the photovoltaic industry, a new stage of expansion in sectors with high growth potential, such as industrial scale smart energy and energy efficiency. Alongside the acquisition of 100% of Lucos Alternative Energies, in fact, TerniEnergia continues negotiations for the acquisition of Free Energia SpA, which in the intention of the Group will allow for completion of the downstream value chain of power generation plants owned by the company. Thanks to the sales network of the same Free Energia, TerniEnergia’s power generation assets and the ESCO activities performed by Lucos, we are confident to perform strong potential synergies and opportunities for the integration of the business, which will be the basis for a growth in industrial activity in this area and for the enhancement of the energy production from renewable sources”.

The price for the transaction is equal to Euro 1,952 million entirely financed by cash.

[1]Lamse SpA, Lofin Srl, Angelo Casolaro, Andrea Marano e Raffaele Maria Mellone

COS_LUCOS_02-07-2014(EN)

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)

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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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)