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22May 2019

The Board of directors of TerniEnergia, a smart company listed on the Italian Stock Exchange’s electronic share market (MTA) and part of the Italeaf Group, met today under the chairmanship of Stefano Neri resolved, in accordance with changes in Italian regulations, not to publish the interim report for the first and third quarters of each financial year, following the transition to the MTA of Borsa Italiana SpA, as communicated on 27 April 2018.

The legislative changes that came into force in Italy on 18 March 2016 incorporate the amendments to the Transparency Directive of the European Union and eliminate the obligation to report quarterly data to the market. The decision to follow these regulatory changes aligns the disclosure of the Group’s financial results with that of other European issuers. The management of TerniEnergia believes that this decision will allow the Group to focus more on medium and long-term strategies and that the communication of economic and financial results on a half-yearly basis will better represent the evolution and situation of the business.

The Board of Directors also appointed, after consulting the Board of Statutory Auditors, the new Surveillance Body pursuant to Legislative Decree 231/01, in the persons of Mr. Francesco Migliorati, called to act as President and also head of Internal Audit of the Company, Dr. Aldo De Bellis and Prof. Francesco Vitelli as members, in place of the resigning members Mr. Emiliano Barcaroli and Mr. Roberto Piersantini. 

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.

16May 2019
  • The transaction will involve the acquisition by Italia T1 Roncolo S.r.l., in partnership with LCF Alliance, of plants with a total installed capacity of 19.3 MW.
  • Amount of the transaction equal to Euro 23.875 million (Equity Value for 100% of the assets to be sold), of which approximately Euro 0.5 million (corresponding to 50% of the Equity value of no. 1 JV) will be paid to the shareholder of the vehicle company owning 2 plants and approximately Euro 4.5 million will be paid to the 2 JVs owning 3 plants for the transfer of the business branch to 2 Newco
  • Total value of the transaction (Enterprise Value) equal to approximately Euro 59 million
  • Part of the purchase price, equal to Euro 2.5 million, will be paid into an Escrow account as a guarantee of Seller’s obligations and indemnity obligations
  • The transaction involves the assumption by the purchaser of financial debts linked to the plants for approximately Euro 43.3 million, of which approximately Euro 6.9 million relating to the Joint Venture companies
  • The closing is expected by 30 November 2019
  • TerniEnergia will continue to manage the O&M activities of the plants subject to the transaction for a period of three years
  • The agreement provides that the sale of further 3 companies owning 3 photovoltaic plants on greenhouses for a total of 4.6 MW, at a total price of Euro 3.3 million and with the assumption of financial debt for Euro 9.4 million, is subject to the agreement on the management of ongoing disputes
  • The deal will be finalised at the end of the procedure for the approval of the investment committee of the shareholder of Italia T1 Roncolo S.r.l. (“subject to the Investment Committee approval”)
  • The deal carried out as part of the Recovery and Relaunch Plan of the TerniEnergia Group

Italeaf, a holding company active in the cleantech and smart innovation sectors, listed on Nasdaq First North, announces that  TerniEnergia, smart company listed on MTA of Borsa Italiana, and Italia T1 Roncolo S.r.l., a platform for the aggregation of photovoltaic plants in Italy, in partnership with the sponsor LCF Alliance, reached an agreement, with the promise of the third party pursuant to art. 1381 of the Italian Civil Code, for the sale by TerniEnergia, also through some subsidiaries and SPV, of 22 photovoltaic plants in Italy with a total installed capacity of 19.3 MW.

TerniEnergia will continue to manage the “O&M” activities of the plants involved in the deal for a period of three years. For the formalisation of all the contracts concerning the transaction and for the closing by Italia T1 Roncolo s.r.l., the approval of the Buyers’ investment committee (“subject to the Investment Committee approval”) is required, while the Board of Directors of TerniEnergia has already approved the green light for the deal.

The agreement provides for the closing of the sale of the assets by 30 November 2019.

The purchase price for 100% of the plants sold is equal to Euro 23.875 million, corresponding to the equity value determined at the reference date of 30 June 2018 (total enterprise value as at 30 June 2018 of approximately Euro 59 million), with the exception of some adjustments that may derive from the evolution of the Net working capital between that date and the closing date.

A consideration of approximately Euro 0.5 million (corresponding to 50% of the equity value of no. 1 Joint Venture) will be paid to the shareholder of the vehicle company owning no. 2 plants. In addition, approximately Euro 4.5 million will be paid to the 2 JVs owning 3 plants for the transfer of the business unit to 2 Newco. 

The agreement requires that the closing of the asset sale is subject to the establishment of a certain number of Newco, which will incorporate part of the asset portfolio consisting of a total of 19 plants, of which:

  • 16 plants owned by Energia Alternativa S.r.l., Terni Solarenergy S.r.l., Girasole S.r.l., Sol Tarenti S.r.l. and Solter S.r.l. (3 plants of which held by the JV);
  • and 3 plants directly owned by TerniEnergia SpA.

The shares of the SPVs will then be transferred to the Buyers as from the signing of the acquisition contract (closing).

The remaining 3 plants held by SPV Guglionesi S.r.l. and Alchimia Energy S.r.l., will, instead, be sold to the Buyers with the formula “Quota Purchase Agreement” (acquisition of the shares of the companies owning the plants subject to the transaction).

The transaction also involves the assumption by the Purchasers of financial debts linked to the plants for approximately Euro 43.3 million, of which Euro 6.8 million related to the plants held in Joint Ventures at 50% with other partners. Part of the purchase price, equal to Euro 2.5 million, will be maintained in an Escrow account as a guarantee of Seller’s obligations and indemnification obligations, and issued upon fulfilment of certain conditions expressly established by the parties.

The closing of the transaction is subject, among other conditions, to obtaining (if necessary) the consent of credit institutions, in the form of waivers, the sale of photovoltaic assets and other conditions of a technical and financial nature, typical of this type of transaction.

The same agreement also provides for the sale of 3 agricultural companies owning further 3 PV plants on greenhouses for a total of 4.6 MW, at a price of Euro 3.3 million and with the assumption of financial debt of Euro 9.4 million. This further agreement is, however, subject to the agreement on the management of ongoing disputes.

For TerniEnergia, this transaction represents a new, fundamental step in the effective implementation of the Recovery and Relaunch Plan aimed at completing the transformation of the firm into a smart company and overcoming the current situation of financial tension of the Group, on the basis of the proposal approved by the Board of Directors. The closing is, in fact, subject to the approval of the Plan for the Recovery and Relaunch of TerniEnergia, aimed at restoring the financial and equity balance of the Company in the long term, whose reasonableness must be certified by a certified advisor pursuant to art. 67, paragraph 3, letter. d) r.d. 267/42 for the period 2018-2022.

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

TERNIENERGIA (TER. MI), established in September 2005 and part of the Italeaf Group, is the first Italian global technological enabler, committed to bringing energy solutions and efficient recovery of integrated and sustainable resources to the world. Organized into two strategic business lines (Assets and Smart solutions and services), with about 300 employees and a geographical presence worldwide, with operative and commercial offices, TerniEnergia develops innovative solutions, products and services based on digital and industrial technologies for the energy supply chain, grids, smart mobility, industrial automation and the recovery of marginal resources.

TerniEnergia, also through its subsidiaries (Softeco Sismat, Greenled Industry, GreenAsm, GreenAsm, Purify, Wisave, Ant Energy), pursues the objectives of increasing energy production from renewable sources, saving energy and reducing emissions and actively participates in the energy revolution of distributed power generation and smart grids, with innovative digital solutions.

TerniEnergia is the ideal partner for large utilities, distribution operators and network operators, energy producers, public administrations, industrial customers and investors who intend to realize large projects for the production of renewable energy, modern systems and plants with high energy efficiency, solutions for the management and maintenance of infrastructure and electrical installations.

TerniEnergia has completed its transformation from a leader in the international photovoltaic market into a smart energy company and technological enabler for the sustainable use of resources through a complete commercial offer of solutions, the development and supply of digital technologies and the creation of “intelligent” services and solutions aimed at public and private customers in emerging sectors.

TerniEnergia is listed on the MTA of Borsa Italiana.

09May 2019

Sundrone, an Italian leading company in the aerial survey sector, controlled by Softeco Sismat Srl part of TerniEnergia Group, is pleased to announce that it will attend the African Utility Week 2019 from 14 to 16 May at Cape Town (South Africa).

Sundrone will present its innovative service for the proactive and predictive operation and maintenance of utility scale PV plants. The company’s mission is to bring an automated system to the world of aerial inspections with drones, which allows to minimize the post production of visual and thermographic analysis and allow technicians to make evaluations on the results without having to conduct long and complex activities of extraction and interpretation of data.

Thanks to the integration with the expertise of the TerniEnergia Group, Sundrone offers to plant owners, investment funds and utilities a turn-key solution for the inspection and image analysis of photovoltaic installations and industrial infrastructures and facilities. The close collaboration with Softeco has also allowed the company to make the best use of the proprietary software PVInspector, used exclusively by Sundrone for advanced maintenance activities (proactive and predictive) of large photovoltaic systems.

Sundrone, in fact, offers to an emerging market such as that of aerial inspections with drones, the results achieved with the testing of PV Inspector on a portfolio of plants maintained by TerniEnergia and which has a total of 283 MW of solar power plants, on its own and for third parties, also internationally.

In the power generation business, in fact, the effective control of the yields, of the technology operational parameters and the planned maintenance are essential conditions for maximising and safeguarding the investments of large companies and the services they provide to customers, users and citizens. In all areas dedicated to the professional activity of “operation and maintenance”, timely and effective inspections are the basis for maintaining and optimizing an adequate operating standard. In cases where these plants and infrastructures develop in height, are particularly extensive, inaccessible or complex, the solutions proposed by Sundrone are the most advantageous and efficient to offer a multitemporal monitoring of the highest detail.

Sundrone uses the Skyrobotic SR-SF6 drone: a VTOL multi-purpose platform with advanced automatic navigation capabilities. The drone is optimized to carry innovative payloads, highly integrated with proprietary imaging-analysis software.

PVInspector, thanks to the data collected with hi-tech sensors for visual and thermographic detection, allows to carry out surveys and inspections on large photovoltaic systems reducing the time of data capture and processing.

The imaging analysis software solution, in fact, returns digital data that highlights the criticality of the plants, such as hotspots, panels and strings malfunctioning or underperforming; determines precisely the location of the panels in the plant; allows you to annotate graphically the images acquired to highlight the anomalies found, add text notes and finally automatically produce an inspection report that includes the descriptive cards of the detected anomalies.

The service, which can also be carried out on urbanized areas, allows the prevention and detection of plant failures, increasing the economic efficiency of O&M services, the financial return of the same plants and reducing the time of execution of operations.

18Apr 2019
  • The project’s activities have started, with a total investment of 19 million euros supported by 30 partners (companies, universities and research centres) and by the European Commission for a period of 48 months.
  • Softeco participates in the Consortium as a technology supplier and obtained EC financing of Euro 0.45 million
  • The project aims to develop a digital platform aimed at excellence in manufacturing through Zero Defects products and production processes.
  • ZDMP will be validated through industrial demonstrators in the Automotive, Industrial Machinery, Electronics and Construction areas 

TerniEnergia, a smart company listed on the Italian Stock Exchange’s electronic share market (MTA) and part of the Italeaf Group, Softeco Sismat Srl, the Group’s digital company, and Zero Defect Manufacturing Platform project announce the launch of the activities of the ZDMP Project, thanks to an investment of Euro 19 million  provided by the 30 sponsoring companies and the European Commission. Its mission is to develop and establish a digital platform and related Apps for achieving excellence in manufacturing through zero defect processes and products. The aim of the project is to develop and establish a digital platform aimed at excellence in manufacturing through Zero Defect products and production processes for Industry 4.0.

Softeco Sismat participates in the ZDMP project as a provider of technological solutions, which will lead to the grant from the European Commission of Euro 0.45 million.The project is coordinated by Research Center UNINOVA and concepted and managed by SME Information Catalyst (ICE). Other leading partners include: Ford, Continental, Software AG, Mondragon Assembly, HSD, FIDIA, Formplast, Consugal, PT Mills, Flexeflina, CEI, AlfaTest, Ceteck, Video Systems, Ascora, Profactor, Etxe-Tar, Ikerlan, ITI, and Rooter. These are assisted by the Polytechnic University of Valencia, Tampere University, and Southampton University as well as the German Standards Organisation DIN.

ZDMP project is oriented by the substantial transformation termed Industry 4.0 and enabled through the proliferation of new digital solutions applied across the production process chain. As the phone propelled to the smart phone, ZDMP will propel the factory to the Smart Factory and to the Smart Zero Defect factory.

Stuart Campbell, CEO of Information Catalyst and Manager of ZDMP stated:

ZDMP will ensure that European industry remains competitive and keeps its leading manufacturing position by producing high quality products at a low cost in the most efficient way”.

ZDMP will validate itself in industrial demonstrators including Automotive, Machine Tools, Electronics, and Construction. These will show how enhanced cooperation between companies can avoid and reduce product and process defects along various supply chains. The sponsoring organisations will also release 3.2M€ during its course to additional partners, users and technology companies, to further enhance both the platform features and trigger the adoption of the platform on the market.

The ZDMP Project combines state of the art technological approaches based on commercial grade standard or open-source software with an open development approach and App store. It will focus on both process and product quality modules for pre-production, production, and post-production quality issues to ensure manufactures are enabled for zero defects.

About ZDMP

The Zero Defect Manufacturing Platform project (ZDMP) was launched in Q1 2019 for 48 months with an investment of 19M€ provided by the 30 sponsoring companies and the European Commission. Partner companies and other information can be found at www.zdmp.eu. ZDMP is a Research and Innovation activity that emerged in response to a European Commission H2020 call on Industry 4.0 and Factories of the Future under grant agreement 825631. It is a Digital Manufacturing Platform to facilitate zero defect manufacturing in connected smart factories, including SMEs, and its aim is to further Europes position in the manufacture of high-quality products.

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.

15Apr 2019
  • Funded by the European Commission, the “Trustonomy” project to increase security, confidence and acceptance of Autonomous Driving
  • The Consortium, coordinated by Softeco Sismat, is made up of industrial partners, car manufacturers, research centres and universities, non-profit organisations and technology suppliers.
  • The total financing obtained amounts to over Euro 3.9 million, of which Euro 0.52 million related to the activities carried out by the digital company of the TerniEnergia Group. 

TerniEnergia, a smart company listed on the Italian Stock Exchange’s electronic share market (MTA) and part of the Italeaf Group, announces that Softeco Sismat Srl, the Group’s digital company, will coordinate the “Trustonomy” project on self-driven cars and vehicles.

The vision of the project, funded by the European Commission, is to increase the safety, confidence and acceptance of self-driving vehicles, helping to address the technological challenges and application scenarios, through an integrated and interdisciplinary approach. Trustonomy – a neologism from the combination of the words Trust and Autonomy – will receive a total funding of over Euro 3.9 million, of which Euro 0.52 million relating to the activities carried out by Softeco Sismat.

The Trustonomy project, bringing domain experts and ordinary citizens to work closely together, will investigate, setup, test and comparatively assess, in terms of performance, ethics and acceptability, different relevant technologies and approaches in a variety of autonomous driving and RtI scenarios, covering different types of users (in terms of age, gender, driving experience, etc.), road transport modes (private cars, trucks, buses), levels of automation (L3 – L5), driving conditions, etc..

The interdisciplinary nature of the consortium ensures cross-contamination and the right combination of expertise in all relevant scientific fields, ranging from psychology and driver behaviour/attitude analysis to driving status monitoring, from driver training to driver performance assessment, from HMI design to risk analysis models, from statistical inference and automatic learning to automotive solution testing, from professional driver data collection and analysis to telematic solutions, up to large next-generation data platforms. In addition, the balanced composition of the consortium in terms of stakeholder representation will allow a comprehensive evaluation of the project results from multiple perspectives, including scientific analysis (universities, research centers), operational evaluation (car manufacturers) and business opportunities (technology providers, associations).

The Consortium is composed of industrial partners such as Intrasoft (LUX), Vodafone Innovus (GRE), Solaris (POL) and Scania (ITA), as well as the Group’s own digital company, and research centres such as ITS (POL), IFSTTAR (FRA) and CSIC (SPA), Universities such as Leeds (UK) and Patras (GRE), small and medium-sized enterprises such as Aitek (ITA), Catalink (CYP), Robocar and Skoda Stowarzyszenie Autoklub Poznanski Octavius (POL) and, finally, non-profit organisations such as Työtehoseura (FIN) and TTS Italia (ITA).

The financing confirms the constant commitment of the company in the development of innovative solutions in emerging technological fields such as Automous Driving and in the continuous technological transfer of solutions for its customers. The sector of sustainable and alternative mobility (Green Mobility), in which Softeco already offers a wide range of solutions into an area of growing interest for mobility operators and administrations involved in the development of solutions for the smart city, is one of the application areas of digital systems in which the company is an innovative player.

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.

29Mar 2019
  • The Company’s Shareholders’ Meeting approves a capital increase of € 0.3 million
  • TThe new share capital of Numanova will be equal to Euro 4.085 millionT
  • The Capital Increase will serve to support the Company’s industrial growth
  • Marco Paura, new CEO. Renewed the corporate Board of Directors

 

Numanova, an Italeaf Group’s company specialised in the production of metal powders used as raw materials in additive manufacturing (or 3D printing), announces that it has announces that it has produced, for the National Laboratories of Gran Sasso (LNGS) of INFN, a supply of 10 kg of pure copper powder, one of the most difficult metals to process because of its chemical-physical properties characterized by a high thermal and electrical conductivity. The total quantity of material produced by Numanova is equal to 60 Kg.

The National Institute of Nuclear Physics (INFN) is the Italian public research body dedicated to the study of the fundamental constituents of the subject and the laws that govern them. INFN Gran Sasso National Laboratory (LNGS) is the largest underground laboratory in the world devoted to neutrino and astroparticle physics, a worldwide research facility for scientists working in this field of research, where particle physics, cosmology and astrophysics meet. It is unequalled anywhere else, as it offers the most advanced underground infrastructures in terms of dimensions, complexity and completeness. The powders produced by Numanova will be used for 3D printing (additive manufacturing) of components for the particle accelerator in the Gran Sasso laboratories.

“We are particularly pleased to have completed this highly innovative production – stated the CEO of Numanova, Marco Paura-. This is an order of considerable technological value, characterized by a purity of materials that other plants cannot guarantee and that also opens up a market, that of international research, which we had not budgeted at the beginning of the activity. Our plant in Nera Montoro (TR) is qualified as the leading production centre in Italy for innovative materials for the growing sector of additive manufacturing, bringing new contents to the great metallurgical tradition of Terni area”.

In addition to pure copper powders, in recent days Numanova has also produced a significant quantity of Ti-Al powders (aluminide) for the sector of 3D printing of motor racing components (mainly engine). Also in this case, it is a highly innovative application in a competitive sector that represents a significant commercial output for the company.

 

Shareholders’ Meeting approves a capital increase and renews the board of directors

The Shareholders’ Meeting of Numanova, part of the Italeaf group, which met in extraordinary session under the chairmanship of Stefano Neri, unanimously approved a divisible capital increase to be offered as an option to shareholders, pursuant to Articles 2438, 2439 and 2441 of the Italian Civil Code, of Euro 0.3 million, through the issue for cash of 300,000 shares with no par value to be subscribed within five months.

At the end of the capital increase, which will be used to support the growth of production activities and the commercial goodwill of Numanova, the Company will have a maximum share capital of Euro 4.085 million.

Numanova currently has 23 shareholders; the company’s shareholding structure is as follows: Italeaf S.p.A. 85%, other shareholders 15%.

The Shareholders’ Meeting of Numanova, part of the Italeaf group, which met in ordinary session under the chairmanship of Stefano Neri, approved at the same time the Company’s 2018 financial statements, which closed with a substantial break-even. The Shareholders’ Meeting appointed the members of the Board of Directors, who will remain in office until the date of the Shareholders’ Meeting called to approve the financial statements as at 31 December 2021, the number of which has been determined as 5 members, as follows: Stefano Neri (Chairman), Marco Paura (Managing Director), Andrea Balestrino (Managing Director for marketing and marketing), Vittorio Pellegrini and Clelia Zunino (Independent Directors).

Marco Paura, materials engineer with more than ten years of experience in the metallurgical sector and with professional experience in CSM in Europe, East and South America, and in Franchini Acciai, takes the place of Dr. Corrado Giancaspro, who led the start-up phase of the company and to whom the Shareholders’ Meeting has addressed a heartfelt thanks for his commitment in favor of the Company and the contribution made during the period in which he held the position of CEO.

PRESS RELEASE 29 MARCH 2019

28Mar 2019

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

22Mar 2019
  • Update on the calendar of corporate events: approval of the draft annual financial statements and the consolidated financial statements as at 31 December 2018 is postponed to a date between 17 and 28 June 2019
  • The decision taken to align the approval of the results in time with the signing of the restructuring agreement with the creditors, on the basis of the proposed Recovery and relaunch plan of the Company

 

The Board of Directors of TerniEnergia S.p.A. “(“TerniEnergia” or the “Company”), a smart energy company listed on MTA of Borsa Italiana and part of the Italeaf Group, which met today, resolved to postpone the approval of the draft financial statements and the consolidated financial statements as at 31 December 2018 with respect to the date indicated in the annual financial calendar, communicated on 16 January 2019.

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

  1. on 26 February 2019, as indicated in the relevant press release (available on the website ternienergia.com, section “Press Releases”), it was approved the update of the proposed Recovery and relaunch plan with respect to the version approved on 25 October 2018, aimed at restoring the financial and equity balance of the Company in the long term; a plan the reasonableness of which must be certified by a professional advisor pursuant to art. 67, paragraph 3, letter d) r.d. 267/42 for the period 2018-2022 (the “Plan”), which was identified in Dr. Massimiliano Bonamini (subject of proven experience in the field);
  2. that are in progress negotiations with the creditors and bondholders, on the basis of the approved Plan proposal, and that TerniEnergia has reserved the right to follow the progress of negotiations with the aim of concluding them and defining the plan by 30 June 2019.

Taking into account the state of 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 enable the Company to rebalance itself economically and financially, 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 precise date of the Board meeting for the approval of the 2018 financial statements and the calling of the shareholders’ meeting will be communicated to the market with a subsequent press release, in the manner established by the applicable provisions.

 

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-CALEVSOC-22-03-2019

26Feb 2019

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