• Planned measures to dispose of assets, the merger by incorporation of Softeco into TerniEnergia to complete the industrial turnaround process, a financial package for debt rescheduling
  • Continuation of negotiations with the main creditors
  • Call of the meeting of the bondholders of the “TerniEnergia Euro 25,000,000.00 Notes due 2019” bond issue to approve participation in the recovery and relaunch plan

 

The Board of Directors of TerniEnergia S.p.A. “(“TerniEnergia” or the “Company”), smart company listed on MTA of Borsa Italiana and part of the Italeaf Group, which met today, approved the main contents of a recovery and relaunch plan, aimed at restoring the financial and equity balance of the Company in the long term, 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”).

The Plan, prepared with the assistance of KPMG as an industrial and financial advisor, is mainly based on:

  • a plan to divest the assets relating to the construction and sale of photovoltaic plants and the management of plants for the power generation from alternative sources, which until now have been the core business of the group, as well as those relating to the CleanTech Business Unit, with the simultaneous refocusing on the “digital energy” sector;
  • the merger by incorporation of Softeco Sismat Srl into TerniEnergia, to be carried out at the end of 2019 following the outcome of the disposal plan, to facilitate entry into the hi-tech and digital sector;
  • a financial package which, in addition to providing for debt restructuring and rescheduling, is based, alternatively: (a) on a principle of “pari passu” distribution, between financial institutions and bondholders, of the proceeds deriving from the disposal of the above mentioned assets without recourse to the hypothesis of cancellation of the credit (“Pari-Passu Maneuver”); or (b) on a different principle of distribution between the financial institutions and bondholders of the proceeds deriving from the disposals, with payments in full and in part and waivers of the credit by the banking class, without intervention on the amounts of the credits claimed by the bondholders (the “Balance and Withdrawal Maneuver”).

The main terms of the Plan approved today by the Board of Directors of TerniEnergia, which is still the subject of negotiations with the creditors, are set out below. These negotiations concern, among other things, the choice of the financial package to be applied with respect to the two alternative proposals mentioned above. All the measures envisaged must be considered as a single measure, as they compete with each other to achieve the objective of restoring the Company: The main terms of the Plan approved today by the Board of Directors of TerniEnergia, which is still subject of negotiations with the creditors, are set out below. These negotiations concern, among other things, the choice of the financial package to be applied with respect to the two alternative proposals mentioned above. All the measures envisaged must be considered as a single measure, as they compete with each other to achieve the objective of restoring the Company:

  1. Proposed divestiture measures

The photovoltaic assets and those of the CleanTech Business Unit will be disposed of by 31 December 2019 and, in particular, (i) the sale of the controlling interest in the EPC and O&M business units (aimed respectively at the construction and maintenance of photovoltaic plants); (ii) the sale of photovoltaic power generation plants, held directly or indirectly; (iii) the sale of plants for the treatment and recovery of end-of-life tyres; (iv) the sale of a plant for the purification of liquid waste and two biodigesters. As a result of these disposals, the Plan provides for a total financial benefit of approximately € 125 million (of which approximately € 48.6 million Equity Value and approximately € 77.2 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, once the divestment process has been completed, by the end of 2019. This transaction will allow TerniEnergia to complete the process of industrial turnaround with the entry into the hi-tech sector, qualifying the Company as a player fully engaged in the emerging sectors of energy digitization, thanks to the positive industrial results achieved by Softeco and the reserve of innovative prospects of the latter, guaranteed by research and development activities. The merger by incorporation will allow the control of the new market of “Digital Energy”, allowing TerniEnergia to fully exploit Softeco’s expertise in the development of increasingly advanced digital technologies for the entire energy chain, involving all stages, from production to sale, to final consumption. 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 rationalization of costs.

  1. Financial manoeuvre

a.1) Pari Passu Manoeuvre: this proposal for a financial manoeuvre provides for the full repayment of the Company’s debts and is based on the principle of a pari passu distribution, between financial institutions and bondholders, of the proceeds deriving from the disposal of the assets mentioned above without any write-off of receivables. On the basis of this proposal, taking into account the timeframe envisaged for the disposal of the above assets, the Group’s indebtedness towards financial institutions and bondholders at 31 March 2018 would be reduced by 31 December 2019 from approximately Euro 142.4 million to approximately Euro 35 million, while the remaining exposures at 31 December 2019 would be repaid, pari passu between the different types of exposures (see below) in annual instalments, with the flows deriving from TerniEnergia’s operations, until the full extinction of the debt due to financial institutions (with the exception of the financing institutions exposed to the subsidiary Softeco) and bondholders scheduled for 31 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 with the subsidiary Softeco), which will be repaid partly with the proceeds from disposals by 31 December 2019 and partly by 31 December 2026 with the cash flows from TerniEnergia’s operations, in the latter case in annual instalments equal to passu with the other exposures, (ii) moratorium on medium/long-term exposures outstanding at 31 March 2018. By 31 December 2019, these exposures will be reduced partly as a result of the acceptance of the related debt by the purchasers of the assets and partly through the proceeds from the disposals. The remainder will be repaid in annual instalments with the operating flows, by 31 December 2026, equal passu with respect to the other exposures; (iii) the moratorium on exposures deriving from leasing contracts until 31 December 2019. By 31 December 2019, the Leasing Exposures will be reduced to zero as a result of the assumption of the debt relating to the Leasing Exposures by the purchasers of the assets; (iv) the renegotiation of the interest rates accrued and accruing from 1 July 2018 for all the aforesaid exposures to Euribor 6 months + 150 basis points; or alternatively

a.2) Full and final settlement Manoeuvre: this proposal for financial manoeuvre is based on a different principle of distribution between financial institutions and bondholders of the proceeds deriving from the disposals and consists in the payment in full and final settlement of 68% of the past due exposures claimed by the financial institutions to the Group as at 31 December 2019 with a benefit linked to the waiver of part of the receivables for approximately Euro 7.4 million, to be divided proportionally between financial institutions. This partial waiver would not be applied to receivables claimed by bondholders. The residual due date as at 31 December 2019 would be repaid, pari passu, in annual instalments with the flows deriving from the operations of TerniEnergia, until the full extinction of the debt to financial institutions (with the exception of the financing institutions exposed to the subsidiary Softeco) and bondholders scheduled for 31 December 2025. This manoeuvre also envisages: (i) consolidation and moratorium on short-term lines outstanding as at 31 March 2018 (other than those due from the subsidiary Softeco), with payment in full and final settlement of 68% of these exposures by 31 December 2019, therefore with a partial waiver of the credit by financial institutions; (ii) the moratorium on medium/long-term exposures as at 31 March 2018 until 31 December 2019, which is expected to be reduced by that date partly as a result of the acceptance of the related debt by the purchasers of the assets and partly through the proceeds from the disposals, which will be used to make the payment in full and final settlement of the 68% of the share of these exposures which will be due on 31 December 2019 with a consequent partial waiver of the credit. The remainder will be repaid in annual instalments with the operating flows, until 31 December 2025, equal passu with respect to the other exposures; (iii) moratorium on exposures deriving from leasing contracts until 31 December 2019. By 31 December 2019, the Leasing Exposures will be cancelled as a result of the assumption of the debt relating to the Leasing Exposures by the purchasers of the assets; (iv) the renegotiation of the interest rates accrued and accruing from 1 July 2018 for all the aforesaid exposures to Euribor 6 months + 150 basis points.

  1. b) A moratorium is envisaged on the exposures relating to the “TerniEnergia Euro 25,000,000.00 Notes due 2019” bond outstanding at 31 March 2018 until 31 December 2019, with a total reduction of Euro 11.7 million through the use of the proceeds from the disposals. The remainder will be repaid in annual instalments with the flows deriving from TerniEnergia’s activities, until the full extinction envisaged for 31 December 2026, in the case of Pari Passu Manoeuvre, or 31 December 2025, in the case of Full and final settlement Manoeuvre. The amendments to the “TerniEnergia Euro 25,000,000.00 Notes due 2019” bond issue must be approved by the relevant meeting of bondholders, whose resolutions must be adopted with the favorable vote, respectively, of as many bondholders as represent half of the bonds issued and not extinguished, on any call held at the meetings. Pending the definition of the financial package, the Board of Directors deems it appropriate to convene a preliminary meeting of bondholders to postpone the current final maturity date of the aforementioned bond issue, and the payment of interest 2018, to 30 September 2019. Furthermore, this bondoholders’ meeting have to approve the participation of the bondholders in the Plan and take the necessary or appropriate measures to avoid that the participation of TerniEnergia in the Plan determines, in accordance with the regulations of the bond loan, a hypothesis of early repayment of the same. This meeting will be called for 5 December 2018 and 14 December 2018 on second call. The appointment of the common representative has also been proposed as part of the agenda. The Company will publish the report illustrating the resolutions submitted to the approval of the bondholders within the terms of the law.

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

The Board of Directors therefore resolved to continue negotiations with creditors and bondholders, on the basis of what was approved today, reserving the right to follow closely the progress of negotiations and with the aim of concluding them and defining the Plan by the end of the year or at the beginning of 2019.

Finally, it should be noted that the decision on the implementation of one or other of the proposed financial measures depends on the willingness of the financial institutions and that activities are underway to ensure that these institutions express their opinion on the matter in time to allow the bondholders to be fully informed during the aforementioned call for a shareholders’ meeting and to allow the group companies involved to take any initiative in this regard.

 

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-25-10-2018

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)