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08Aug 2019

TerniEnergia, a smart company listed on the Italian Stock Exchange’s electronic share market (MTA) and part of the Italeaf Group, announces that the Group’s digital company, Softeco Sismat obtained two framework contracts for a period of 24 months, between 30/7/2019 and 29/7/2021, and which can be renewed for a further 12 months, respectively for the SCADA area and for the software applications area on behalf of Leonardo S.p.A., an Italian company leader in the defence, aerospace and security sectors.

The business is related to the design and implementation of supervision software for the simulation and emulation of sorting systems for couriers and airports.

The company of the TerniEnergia Group will provide the customer with an innovative service, thanks to the use of established market platforms and qualified technicians, with many years of experience in the application contexts covered by the supply.

The supply of services will be carried out according to a procedure regulated by the agreements, which provides for the issue of orders containing the details of the activities, the methods and times of execution and the relative amount.

 

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.

 

07Aug 2019

The Board of Directors of TerniEnergia S.p.A. (“TerniEnergia” or the “Company”), a smart company listed on the Italian Stock Exchange’s electronic share market (MTA) and part of the Italeaf Group, which met today, approved the final draft of the Recovery and relaunch plan for the period 2018-2022, aimed at restoring the financial and equity balance of the Company, pursuant to Article 67, paragraph 3, letter d) r.d. 267/42 (the “Plan”).

The final version of the Plan approved by the Board of Directors, prepared with the assistance of KPMG as industrial and financial advisor and (limited to legal aspects) of the law firm DLA Piper as legal advisor, does not contain substantial changes with respect to the terms and conditions of the Plan (and the related financial package) as communicated to the market on 27 June 2019, thus reconfirming the main strategic repositioning objectives described in more detail therein.

 

Updating of the corporate events agenda

Following the press release issued on 27 June 2019, to which reference should be made, the Board of Directors acknowledged that negotiations with the creditors are being finalized on the basis of the Plan approved today.

Taking into account the 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 financial agreement in execution of the Plan that will enable the Company to rebalance its economic and financial position, the Board of Directors has therefore, deemed it appropriate 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, between 19 and 27 September 2019, in order to be able to take fully into account, in the approval of these 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 for 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.

02Aug 2019
  • Consideration for the transaction, finalized with NextPower II Alpha S.r.l., amounting to approximately Euro 1.3 million; the transaction involves the assumption by the buyer of financial debts related to the plants for about Euro 2 million (relating to the share of TerniEnergia).
  • The company sold owns two PV plants in Puglia with a power of about 0.9 and 1 MW, respectively
  • The payment will be made in cash upon the effectiveness of the attestation of the Plan for the recovery and relaunch of TerniEnergia and to the fulfilment of certain conditions typical for this type of acquisition. The transaction is guaranteed by a credit surety given by the parent company of the buyer, NextPower II Italia S.r.l.

 

TerniEnergia, a smart company listed on the Italian Stock Exchange’s electronic share market (MTA) and part of the Italeaf Group, announces that today was signed the closing for the sale to NextPower II Alpha S.r.l., an investment vehicle managed by the London merchant bank NextEnergy Capital, of 50% of the shares of the company NextPower II Prima Srl. The joint venture between TerniEnergia and Errenergia, which simultaneously signed the preliminary contract for the sale of its shares to the Purchasers, owns two photovoltaic plants in Puglia for a total installed capacity of about 1.9 MW.

The consideration for the sale of the company’s shares amounts to approximately Euro 1.3 million, while the transaction also provides for the assumption by the Purchasers of financial debts linked to the plants for approximately Euro 2 million (relating to the share of TerniEnergia). NextPower II Italia S.r.l., parent company of the vehicle company that acquired the plants, has given a guarantee of performance by the Buyer. The consideration will be paid in cash on the effectiveness of the certification of the TerniEnergia Recovery and Relaunch Plan, as well as to the fulfilment of certain conditions typical for this type of transaction.

For TerniEnergia, this transaction represents a further step forward in the implementation of the Recovery and Relaunch Plan aimed at completing the repositioning into a smart company and overcoming the current financial tension of the Group, on the basis of the strategic guidelines identified by the Board of Directors.

 

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.

30Jul 2019

TerniEnergia, a smart company listed on the Italian Stock Exchange’s electronic share market (MTA) and part of the Italeaf Group, announces that the meeting of the bondholders (the “Bondholders’ Meeting”) of the “TerniEnergia Euro 25,000,000.00 notes due 2019 – ISIN code IT0004991573” bond (the “Bond”), was held before the Chairman Stefano Neri and the Notary Adele Cesàro in Milan at the first convening, today, 30 July 2019 at 11,00 a.m., with the participation of the bondholders representing 62,80 % of the Bond.

The Bondholders’ Meeting resolved, with the majorities requested by the law, upon the participation of the bondholders to the Plan and the adoption of a new bond regulation (the “Bond Regulation”), which includes the amendments necessary to make the Bond Regulation consistent with the provisions of the Plan, in order for TerniEnergia S.p.A. (the “Company” or “TerniEnergia”) to execute an agreement in accordance with article 67, paragraph 3, letter d), of Italian Royal Decree number 267 of 16 March 1942 (the “Plan”).

In particular, the Bond Regulation (as amended), includes, inter alia, the following:

  1. the postponement of the final maturity date of the Bond from 30 September 2019 to 31 December 2027, in order to allow the Company to repay in full the Bond, as this new timeline is compliant with the cash flows generated by the disposal of the assets (directly or indirectly owned by TerniEnergia) provided under the Plan and by the operational management (gestione corrente) of the Company (after the merger with Softeco);
  2. the mandatory prepayment of the Bond (in compliance with the par condicio creditorum principle with the other financial creditors and in according to the priority of payments provided under the Plan) utilizing the proceeds deriving from the disposal of the aforementioned assets;
  3. the amendment to the interest calculation period, specifying that the new interest calculation period will be on a semi-annual basis and that the first interest calculation period has started on 6 February 2018 and will end on 31 December 2019;
  4. the amendment to the actual fixed interest rate to a floating rate equal to 6 Months Euribor plus 150 basis points (starting from 1 July 2018). Moreover, in compliance with the provisions of the Plan, the interest payment dates shall occur on a semi-annual basis falling on 30 June and 31 December of each year, provided that, the first interest payment date will be on 31 December 2019;
  5. the introduction of an amortization plan for the redemption of the Notes according to which (i) the first payment date will fall on 31 December 2019; (ii) the second payment date will fall on 31 December 2020, without prejudice to the fact that on 31 December 2020 the Bond will have to be reimbursed by the Issuer for a percentage equal to 35,6% of the total outstanding amount of the Bond. It is understood that, starting from 30 June 2021 until the final maturity date of the Bond (as postponed), the payment dates will be on a semi-annual basis (on 30 June and 31 December of each year). Moreover, considering that the amount to be paid on the first and second payment dates (i.e. 31 December 2019 and 31 December 2020) is linked to the revenues deriving from the disposal of the assets (directly or indirectly owned by TerniEnergia) and the timing of such disposal can’t be predicted with certainty, in order to avoid the Plan to be too restrictive, the Bond Regulation will provide that if the Issuer will not comply with its payment obligations scheduled on 31 December 2019, such payments will be postponed on 31 December 2020 and will be equal to the difference between (i) the amount due on 31 December 2019; and (ii) the amount which will be actually paid on 31 December 2019. Therefore, on the basis of the above, (i) the amount due on 31 December 2020 will be equal to the sum of (a) the amount due on 31 December 2020 and (b) the difference between (x) the amount due on 31 December 2019 (capital and interest); and (y) the amount which has been actually corresponded on 31 December 2019, and (ii) the failure of the Issuer to pay the amounts due on 31 December 2019 will not be an event of default;
  6. the introduction of certain mechanisms that may grant an acceleration of the repayment of the Bond in the case of overperformance by the Company compared to the results provided under the Plan (i.e. mandatory prepayment; step-up; excess cash).

In addition to the above the Bondholders’ Meeting has approved the granting of a waiver for any breach of covenants which have occurred or which could be qualified as event of default and / or any other event or other conditions (i.e. the failure by the Issuer to comply with (i) its financial covenants, (ii) its payment obligation (other than those payment obligations arising from the Bond), (iii) its obligations under the Bond Regulation) which may entitle the bondholders to request the acceleration and therefore the early redemption of the Bond. It is understood that non-effectiveness of the financial agreement to be executed for the purposes of implementing the Plan by the Company, on the one hand, and its financial creditors, on the other hand, by no later than 30 September 2019 would automatically imply the non-effectiveness of the participation by the bondholders to the Plan and of the amendments to the Bond Regulation.

For detailed amendments, please refer to the new version of the Bond Regulation which will be published within the term indicated in the minute of the Bondholders’ Meeting.

The approval of the agenda by the Bondholders’ Meeting represents a step of great importance for the process of industrial turnaround undertaken by TerniEnergia (end the other legal entities belonging to the relevant group).

The minute of the Bondholders’ Meeting and the summary voting report (rendiconto sintetico delle votazioni) will be available to the public within the terms provided under the applicable laws.

In relation to the drafting of the Plan, the Company is assisted by KPMG as financial advisor. DLA Piper Studio Legale Tributario assists TerniEnergia as legal advisor. Marzio Molinari of the law firm Russo De Rosa Associati is the representative of the bondholders.

 

 

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.

22Jul 2019

TerniEnergia, a smart company listed on the Italian Stock Exchange’s electronic share market (MTA) and part of the Italeaf Group, announces that the Group’s digital company Softeco obtained a contract from ENAV, the company that manages civil air traffic in Italy, for the supply of a platform dedicated to the analysis of the consumption data of the individual sites where power is delivered to the customer (POD) and of the cost data connected to the contract stipulated with energy suppliers.

The aim of the supply is to guarantee to the energy management sector of the company a decision support service, able to optimize energy consumption and to promote actions designed to increase consumption efficiency. Softeco will implement a tailor made version for ENAV of the Energy Retail solution, designed specifically for Energy Managers, to allow and optimize the analysis of energy consumption and costs incurred. The Energy Data Manager (EDM) module allows, in fact, the analysis of the consumption of all the users included in the supply through the acquisition of data both from the fiscal meter and from other meters possibly present in the different branches of the system. It is also possible to recalculate the value of the different components of the supply and compare them with those present in the invoice received from the supplier.

Softeco will provide the basic hardware and software architecture, the data back-up service, the connectivity, the system management service and the help-desk service.

EDM is the solution for Energy Managers that is the result of Softeco’s more than ten years of market experience, thanks to its package of features designed directly in the field, allows a high automation of business processes – control of costs and consumption – through the creation of reports designed ad hoc. EDM also interfaces with the information systems of the authorities (SII, ARERA, GSE, Terna, …) and is compatible with cloud and on-premise infrastructures.

 

 

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.

03Jul 2019

TerniEnergia, a smart company listed on the Italian Stock Exchange’s electronic share market (MTA) and part of the Italeaf Group, announces that ATM (Azienda trasporti milanese) has integrated some important features of the Personalbus technological platform developed by the Group’s digital company, Softeco Sismat, into the official App to move in the city of Milan.

Through this supply, Softeco consolidates its partnership with ATM to support the operation of the ATM Radiobus “on-call” service in the Neighbourhood, active since 2010 in 15 districts of the Milanese urban area. Thanks to the developments made as part of the partnership, the service has recently been enhanced by the mobility company through the integration of new booking functions in the App. This new feature, helps to make access to the service even easier, offering those who move around the Radiobus areas a simple and immediate way to book a trip, receive a booking confirmation and monitor the status of their requests.

Leader in the market of solutions for the management of flexible transport and now in use in various cities and regions in Italy and abroad, Softeco’s proprietary platform, Personalbus, offers a modular and adaptable solution that can effectively meet the needs of each operator of a public transport service on demand. Thanks to its integrated optimisation algorithms, the system makes it possible to create dynamic runs and minimum routes to satisfy user requests with personalised, high-quality services, contributing to the reduction of travel and fostering the reduction of traffic and pollution.

Through Personalbus it is possible to manage the entire cycle of on demand public transport. From the coordination of bookings to the programming and optimisation of the travel plan, to the monitoring of the fleet of vehicles, up to the dynamic modification of the trips according to the requests of the users. By means of an onboard terminal, the driver can dynamically receive the plan of the journey to be made, with the detailed sequence of the stops of ascent and descent of the passengers, the route and its times. This plan is updated in real time to cope with new travel requests and to optimise journeys.

Thanks to a completely new travel planning engine, Personalbus is now also able to offer a fully automatic management of travel requests from users. Travel requests generated by Apps or devices on the road (e.g. totems or call columns) are processed by the system in a totally automatic way without the need to use a call centre, guaranteeing the taking charge of the request, the programming and proposition of the trip to the user, the management of the confirmation and the sending of the vehicle to the requested stop.

 

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.

27Jun 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 27 June 2019, the Board of Directors of the subsidiary TerniEnergia, the holding 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, by 31 August 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;
  2. negotiations are in progress with the creditors and that some financial creditors are common to the two companies;
  3. once negotiations have been completed, the financial creditors of both companies will submit the plan, the draft agreement and the documents connected with it to their respective decision-making bodies.

Taking into account the unavailability of the financial statements of the subsidiary TerniEnergia, the advanced state of negotiations and the importance of the outcome of the above negotiations for the economic and financial rebalancing of Italeaf and TerniEnergia, the Board of Directors therefore decided to postpone any decision regarding the approval of the draft financial statements and the consolidated financial statements as at 31 December 2018 until a later date, no later than 31 August 2019, in order to be able to take fully into account, in the approval of these financial data, the impacts deriving from the definition of the restructuring agreement.

The scheduled date of the Board meeting for the approval of the 2018 financial statements and for 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.

Press-release__calevsoc-27-06-2019

27Jun 2019
  • Confirmed the asset disposal measures and the merger by way incorporation of Softeco into TerniEnergia to complete the industrial turnaround process; the updated financial maneuver for the rescheduling of the financial indebtedness;
  • As a consequence of the measures provided under the Plan the group’s financial indebtedness would be reduced by 31 December 2020 from around Euro 142 million to approximately Euro 33.5 million;
  • Continuation of the negotiations with the main creditors
  • Call of the bondholders’ meeting of the bond named “TerniEnergia Euro 25,000,000.00 Notes due 2019” for the approval by the bondholders in relation to their participation to the recovery plan and to the amendments of the bond regulation
  • Update of the calendar of corporate events: the approval of the draft financial statements and the consolidated financial statements as of December 31, 2018 deferred within August 31, 2019

 

The Board of Directors of TerniEnergia S.p.A. (“TerniEnerga” or the “Company”), a smart company listed on the Italian Stock Exchange’s electronic share market (MTA) and part of the Italeaf Group, met today and has resolved upon the approval of the update of the relaunch and recovery plan compared to the version previously approved on October 25, 2018, aimed at the rebalancing of the Company’s financial situation in the medium term, it being understood that the feasibility of the aforementioned plan is still subject to the certification of Mr. Massilimiano Bonamini in its quality as expert who has been appointed by the Company for such purposes, according to article 67, paragraph 3, letter d) of the Italian insolvency law (the “Plan”).

The update of the Plan which has been prepared with the help of KPMG (in its quality as industrial and financial advisor of the Company) and DLA Piper (in its quality as legal advisor of the Company) confirms the main of goal of strategic repositioning based on:

  • the disposal of assets related to (a) the construction and sale of photovoltaic plants and those related to the management such plants which represented as of today the core business of the group, (b) the business unit Clean Tech, to be completed within 31 December 2020. In addition to the above, the Company aims at focusing on the business unit related to the “digital energy”;
  • the merger by way incorporation of Softeco into TerniEnergia, 100% owned by the latter, to be completed within 31 December 2019, in order to accelerate the development of TerniEnergia in the “hi tech” and “digital energy” sector;
  • a financial maneuver the amendments of which (compared to the previous version thereof approved on 25 October 2019) are rather the consequence of an activity carried out by the expert, dott. Massimiliano Bonamini, appointed by the Company to carry out the analysis required by the law in order to ascertain mainly the truthfulness of the Company’s financial data and the feasibility of the Plan. As part of these analysis, the assumptions of the Plan were in fact subjected to important stress tests that led to amendments of the financial maneuver. In detail, the sensitivity analysis carried out by the expert are of a different nature and, in particular:
    1. industrial sensitivity: (i) significant reduction of Softeco’s revenues; (ii) worsening of operating performance in terms of invoicing of contracts with effects on warehouse hours (LIC); (iii) increase of costs related to external consultancy to support business growth (starting from 2020); and (iv) generic contingencies;
    2. sensitivity disposals (in relation to the value and timing of such disposals): (i) postponement to 2020 of collections related to the sale of Cheremule, Bonannaro and Oristano plants; and (ii) postponement to 2020 of the sales of environmental plants (from which the Calimera plant has been excluded) and of the photovoltaic plants not included in the perimeter of sale to LCF, with a reduction of the proceeds deriving therefrom (compared to those envisaged by the original Plan) equal to 10%;
    3. other sensitivities: (i) increase in the cost of TerniEnergia personnel in 2019; and (ii) higher payments resulting from tax and social security due diligence activities in relation to TerniEnergia and Softeco.

We hereby represent the main terms of the Plan approved today by the Board of Directors, which is still subject to negotiations with the financial creditors and to the expert’s analysis in relation to the truthfulness of the financial data and the feasibility of the Plan by the expert. The updated financial maneuver includes the effects of the aforementioned sensitivities in terms of cash available for the service of the Company’s indebtedness. As a consequence, compared to the previous version of the Plan: (i) noteholders and financial institutions that do not adhere to the partial write-off of their claims vis a vis the Company see their satisfaction reduced from around 47% to around 36% (of which about 14% by 31 December 2019 and about 22% by 31 December 2020); (ii) financial institutions participating to the partial write-off (which has to be implemented on 31 December 2020) see their satisfaction reduced as at 31 December 2020 from around 67% to around 59.5%; and (iii) noteholders and financial institutions that do not adhere to the partial and write-off see the amortization period for the full repayment of their receivables extended from 31 December 2026 to 31 December 2027.

Taking into account the foregoing as well as the expected timing for the disposal of the assets (i.e. no later than 31 December 2020), the group’s indebtedness towards financial institutions and noteholders, outstanding as at 31 March 2018 (the “Reference Date”), would be reduced by 31 December 2020 from around Euro 142 million to approximately Euro 33.5 million. The residual exposures as at 31 December 2020 would be reimbursed pari passu among the different types of exposures (described below), with the proceeds deriving from the business continuity of TerniEnergia (post merger with Softeco), until full repayment of the indebtedness towards financial institutions (with the exception of the lenders having financial exposures towards Softeco) and noteholders, scheduled for December 31, 2027.

 

  1. Disposal of assets

In order for the whole restructuring transaction to be successful is represented by the disposal of the photovoltaic plants and of those assets related to the Business Unit Clean Tech. In particular the Plan envisages: (i) the disposal of the photovoltaic plants (owned by TerniEnergia directly or indirectly through special purpose vehicles); (ii) the sale of the plants for the treatment and recycling of used tires; (iii) the sale of a liquids purification plant (impianto di depurazione di liquidi) and two biodigesters (biodigestori). As a consequence of such disposals, the Plan provides for a financial benefit of approximately Euro 90.7 million (of which approximately Euro 39.5 million of Equity Value and approximately Euro 51.2 million of reduction of financial indebtedness of the group as a consequence of the assumption of the relevant debt by the purchasers of the assets).

Notwithstanding the unfavorable economic and financial situation of the Group, as known by the Board of Directors, the Company has successfully carried out the negotiations in relation to the disposal of the assets described above. The Company’s commitment to find third parties interested in the purchase of its asset, has led to:

  1. the sale of certain photovoltaic plants to Sonnedix (published on 10 September 2018) for an amount equal to Euro 5,700,000.00 used to bear the cost of the current activity carried out by the Company (e.g. the payment of financial costs and part of the overdue suppliers payables);
  2. the execution of a preliminary sale and purchase agreement among some companies controlled by TerniEnergia, as sellers, TerniEnergia as guarantor, Mareccio Energia S.r.l. (an Italian special purpose vehicle controlled by the Basalt fund) in partnership with LCF Alliance (through the Italian special purpose vehicle Italia T1 Roncolo S.r.l.), as purchaser, for the transfer of no. 22 photovoltaic plants with a total capacity of 19.3 MW (published on 6 June 2019).
  3. the execution of a preliminary quota purchase agreement between Next Power II Alpha S.r.l., an investment vehicle managed by the London merchant bank NextEnergy Capital (as purchaser), and TerniEnergia (as seller) to take over 50% of the share capital of the company Next Power II Prima S.r.l., owner of 2 photovoltaic plants with a total capacity of 1.9 MW (published on 7 June 2019). The closing of such transaction is scheduled on 8 August 2019 (the execution of which is subject to conditions precedent). The value of the transaction has been set at Euro 1,300,000.00 plus the assumption of the financial debts by the purchaser for an amount equal to Euro 4 million (the details of such transactions are available on the website of TerniEnergia). In addition to the above, negotiations for the disposal of further assets, whose sale is set out by the Plan, are still ongoing.

 

  1. Meger by way of incorporation of Softeco into TerniEnergia

The Plan envisages the process of the rationalization of the Group through the merger by way incorporation of Softeco Sismat Srl into TerniEnergia by the end of 2019. This transaction will allow TerniEnergia to complete the industrial turnaround process with the access of TerniEnergia into the hi-tech sector, qualifying the Company as a player fully engaged in sector of energy digitalization, thanks to the positive industrial results achieved by Softeco and the positive forecasts of the latter, based on research and development activities. The merger by way incorporation will allow the presence and development in the new “digital energy” market, allowing TerniEnergia to fully exploit Softeco’s skills in the development of increasingly advanced digital technologies for the entire energy supply chain, covering all phases, from production to the sale, to the final consumption. In addition, the merger will simplify the corporate architecture of the group, confirming the industrial vocation of TerniEnergia, optimizing decision-making processes and management efficiency (corporate, accounting and administrative), with a consequent benefit in terms of costs saving.

 

  1. Financial Maneuver
  1. standstill of the short-term credit facilities within the limits of the maximum commitments (importi affidati) at the Reference Date (net of the short-term credit facilities granted on the Reference Date by Banca CariGe SpA and Credito Emiliano SpA) between Softeco and the relevant financial institutions, it being understood that the amount granted in relation to such credit facilities will be reduced, starting from the financial year 2021 (included), by an amount equal to (i) Euro 476,000.00 relating to the portion of short-term credit facilities granted by UniCredit; and (ii) Euro 500,000.00 relating to the portion of short-term credit facilities granted by Banco BPM S.p.A. (the Short-Term Credit Facilities);
  2. consolidation and rescheduling of the exposures relating to short-credit facilities (and no longer used as such) existing on the Reference Date between the Group and the relevant financial institutions for a total amount of Euro 14.1 million (the Consolidated Short-Term Credit Facilities). The repayment of the Consolidated Short-Term Credit Facilities will be made by TerniEnergia in favor of the relevant financial institutions as follows:
    1. by 31 December 2019, for a total amount of approximately Euro 2 million in order to reduce exposures related to the Consolidated Short-Term Credit Facilities of approximately 14% compared to the exposures related to the Consolidated Short-Term Credit Facilities outstanding at the Reference Date;
    2. by 31 December 2020, for around Euro 5.2 million in order to reduce the exposures related to the Consolidated Short-Term Credit Facilities outstanding at the Reference Date of approximately 35,4%. The aforementioned amount will be used (a) for approximately Euro 3.8 million (equal to approximately 46% of the exposures of the financial institutions that have adhered to the proposal consisting in the partial write-off of the exposures related to the Consolidated Short-Term Credit Facilities at the Reference Date) to repay the portion of exposures related to the Consolidated Short-Term Credit Facilities originally granted by the financial institutions that have adhered to the proposal consisting in the partial write-off of the exposures related to the Consolidated Short-Term Credit Facilities; and (b) for approximately Euro 1.4 million (equal to approximately 22% of the exposures of the financial institutions that have not adhered to the proposal consisting in the partial write-off of the exposures related to the Consolidated Short-Term Credit Facilities at the Reference Date) to repay the portion of exposures related to the Consolidated Short-Term Credit Facilities originally granted by the financial institutions that did not adhere to the proposal consisting in the partial write-off of the exposures related to the Consolidated Short-Term Credit Facilities, which will therefore be paid according to the terms and conditions better described below.

The payments described under points i. and ii. mentioned above will be carried out utilizing the proceeds deriving from the disposal of assets for a total amount of approximately Euro 7.3 million. Exposures related to the Consolidated Short-Term Credit Facilities which are outstanding at December 31, 2020 equal to approximately Euro 7.5 million will be reimbursed with the proceeds deriving from the operational management of TerniEnergia (post merger with Softeco) pari-passu compared to the other types of exposures, up to their full repayment, with the last installment scheduled for 31 December 2027. Without prejudice to the above, the Plan provides that should the Company for any reason whatsoever fail to comply (in whole or in part) with its payment obligations towards the relevant financial institutions falling on 31 December 2019 in relation to the Consolidated Short-Term Credit Facilities, then the maturity of such payment obligations, being equal to the difference between (i) the amount due on 31 December 2019 in relation to the Consolidated Short-Term Credit Facilities; and (ii) the amount effectively paid on 31 December 2019 in relation to the Consolidated Short-Term Credit Facilities, should automatically be postponed to 31 December 2020. Should the Company not comply with the payment obligations scheduled on 31 December 2019, such circumstance would not constitute an event of default of the relevant financing agreement which will be executed for the implementation of the Plan.

 

  1. consolidation and rescheduling of the exposures relating to medium term-credit facilities existing on the Reference Date between the Group and the relevant financial institutions for a total amount of Euro approximately 55.9 million (the Medium Term Credit Facilities). The repayment of the exposures related to the Medium Term Credit Facilities will be made by TerniEnergia in favour of the relevant financial institutions as follows:
    1. by December 31, 2019, for a total amount of approximately Euro 2.9 million in order to reduce exposures related to the Medium Term Credit Facilities of approximately 14% compared to the exposures related to the Medium Term Credit Facilities outstanding at the Reference Date; and
    2. by December 31, 2020, for around Euro 5 million. The aforementioned amount will be used (a) for approximately Euro 0.8 million (equal to 46% of the exposures of the financial institutions that have adhered to the proposal consisting in the partial write-off of the exposures related to the Medium Term Credit Facilities outstanding at the Reference Date) to repay the portion of exposures related to the Medium Term Credit Facilities originally granted by the financial institutions that have adhered to the proposal consisting in the partial write-off of the exposures related to the Medium Term Credit Facilities; and (b) for approximately Euro 4.2 million (equal to approximately 22% of the exposures of the financial institutions that have not adhered to the proposal consisting in the partial write-off of the exposures related to the Medium Term Credit Facilities) to repay the portion of exposures related to the Medium Term Credit Facilities originally granted by the financial institutions that did not adhere to the proposal consisting in the partial write-off of the exposures related to the Medium Term Credit Facilities, which will therefore be paid according to the terms and conditions better described below.

The payments described under points i. and ii. mentioned above will be carried out utilizing the proceeds deriving from the disposal of assets for a total amount of approximately Euro 7.9 million. Exposures related to the Medium Term Credit Facilities which are outstanding at 31 December, 2020 equal to approximately Euro 15.3 million will be reimbursed with the proceeds deriving from the operational management of TerniEnergia (post merger with Softeco) pari-passu compared to the other types of exposures, up to their full repayment, with the last installment scheduled for 31 December 2027. Without prejudice to the above, the Plan provides that should the Company for any reason whatsoever fail to comply (in whole or in part) with its payment obligations towards the relevant financial institutions falling on 31 December 2019 in relation to the Medium Term Credit Facilities, then the maturity of such payment obligations, being equal to the difference between (i) the amount due on 31 December 2019 in relation to the Medium Term Credit Facilities; and (ii) the amount effectively paid on 31 December 2019 in relation to the Medium Term Credit Facilities, should automatically be postponed to 31 December 2020. Should the Company not comply with the payment obligations scheduled on 31 December 2019, such circumstance would not constitute an event of default of the relevant financing agreement which will be executed for the implementation of the Plan.

  1. rescheduling of the exposure related to the bond outstanding at the Reference Date for a total amount of approximately Euro 25 million. The repayment of the bond will be made by TerniEnergia in favour of the noteholders as follows:
    1. by 31 December, 2019, for approximately Euro 3.6 million in order to reduce the exposure related to the bond of approximately 14% compared to such exposure outstanding at the Reference Date;
    2. by 31 December 2020, for around Euro 5.7 million in order to reduce the exposure related to the bond of additional approximately 22% compared to such exposure outstanding at the Reference Date.

The payments as per points i. and ii. mentioned above will be made through the use of the proceeds deriving from the disposal of the assets. The exposures related to the bond outstanding at December 31, 2020 for a total of approximately Euro 16.8 million million will be reimbursed to the noteholders utilizing the proceeds deriving from the operational management of TerniEnergia (post merger with Softeco) pari-passu compared to the other types of exposures, until their full repayment, with the last instalment scheduled for December 31, 2027.

Without prejudice to the above, the Plan provides that should the Company for any reason whatsoever fail to comply (in whole or in part) with its payment obligations towards the noteholders falling on 31 December 2019 in relation to the bond, then the maturity of such payment obligations, being equal to the difference between (i) the amount due on 31 December 2019 in relation to the bond; and (ii) the amount effectively paid on 31 December 2019 in relation to the bond, should automatically be postponed to 31 December 2020. The non-payment of any amount due on 31 December 2019 shall therefore not constitute an event of default under the bond regulation.

  1. renegotiation of accrued and accruing interest rates starting from 1 July 2018, as follows:
    1. exposures related to Consolidated Short-Term Credit Facilities, 6-month Euribor + 150 basis points;
    2. exposures related to Medium Term Credit Facilities exclusively related to TerniEnergia, 6-month Euribor + 150 basis points; is
    3. exposures related to the bond, 6-month Euribor + 150 basis points.

It is worth mentioning that financial the Company and the financial creditors are currently discussing the possibility to recognize to the financial creditors and to the noteholders additional payments should the Company generate more cash flows compared to those provided under the Plan.

As previously specified it is worth mentioning that the contents of the Plan and of the related financial maneuver are still subject to negotiation and could be subject to additional amendments also as a result of the analysis of the expert which is still ongoing as its opinion related to the feasibility of the Plan in essential for the completion of the restructuring transaction. Considering the above the Board of Directors has resolved to keep on negotiating the Plan with the financial creditors and the noteholders, on the basis of the contents mentioned above, reserving the right to follow closely the development of such negotiations with the aim of concluding such negotiations and defining the contents of the Plan within 31 August 2019.

 

Noteholders’ meeting

The Board of Directors has resolved upon the noteholders’ meeting to be held on 30 July 2019 in Milan, Corso Magenta, 85, at 11:00, on first call, and on 31 July 2019, same place and timem on second call, to discuss and resolve upon the following agenda:

  1. Approval of the participation of the noteholders to the recovery plan pursuant Article 67, paragraph 3, letter d), of Italian Royal Decree number 267 of 16 March 1942 within the limits of the provisions related to the bond and consequent approval of the amendments to the terms and conditions of the bond in order to align and ensure consistency between the aforementioned terms and conditions and the provisions of the Plan; resolutions related and consequent thereto.
  2. Consent required by the Company to grant a waiver for any breach of covenants which are already occurred or which may be qualified as event of defaults and / or any other event or conditions, the occurrence of which would entitle the noteholders to request an acceleration of the bond and therefore the early redemption thereof; resolutions related and consequent thereto.

 

Following the press release issued on 22 March 2019, to which reference is made, the Board of Directors finally acknowledges that negotiations for the definition of the contents of the Plan are still ongoing with the creditors and bondholders and are based on the terms and conditions reflected in update of the Plan described above and approved today. The Board of Directors further acknowledges that the Plan is still subject to Dr. Bonamini’s opinion in relation to the feasibility of the Plan itself and to the truthfulness of the financial data. As a consequence, the Board of Directors, has reserved the right to follow closely the development of such negotiations with the aim of concluding such negotiations and defining the contents of the Plan within 31 August 2019.

Taking into account the status of this process – of which the market is and will be regularly informed – and the relevance of the result of the aforementioned negotiations aimed at achieving a restructuring agreement that allows the implementation of the Plan and, as a consequence, the economic and financial rebalancing of the Company’s financial exposure, the Board of Directors has therefore considered appropriate to postpone any decision regarding the approval of the draft financial statements (progetto di bilancio) and the consolidated financial statements at December 31, 2018 to a later date, in any case within August 31, 2019, in order to be able to take into account, in the approval of such financial statements, the impacts deriving from the definition of the contents of the restructuring agreement implementing the Plan.

The exact date of the board meeting for the approval of the 2018 financial statements and for convening 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 objective+es 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_TEPRR-27-06-2019

13Jun 2019

TerniEnergia, a smart company listed on the Italian Stock Exchange’s electronic share market (MTA) and part of the Italeaf Group, announces that the digital company Softeco Sismat has obtained from the European Commission, through the Joint Research Centre (JRC) of Ispra, the renewal of the contract for the services relating to the ECCAIRS project, a system for the analysis of transport accidents developed by Softeco Sismat. The duration of the new contract will be 2 years, plus 2 renewable ones for an equivalent value of Euro 0.3 million per year.

The ECCAIRS Reporting System is a software suite composed of different applications, with advanced features designed to assist national and European transport bodies in the collection, sharing and analysis of their security information to improve the security of public transport. Created specifically for the Aviation domain, over the years it has also been used in other areas (Marine and Rail), through the development of the ERAIL portal for the European Railway Agency (ERA) and the consolidation of the EMCIP portal, used by almost 30 European organizations to report accidents in the maritime field.

The system consists of Windows and Web applications for data entry, consultation and modification, applications for the creation and management of taxonomies (data definitions) and User Interface (which is therefore customizable by users / organizations), a portal for reporting by individuals and a web portal for the management of portions of taxonomy (eg: list of airports in a country) by the various bodies.

The contractual extension will allow the extension and consolidation of the numerous functions of the system, implementing technological evolutions both in the desktop and in the web environment.

 

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.