The Shareholders meeting of TerniEnergia, smart energy company active in the fields of renewable energy, energy efficiency, waste and energy management, listed on the Star segment of the Italian Stock Exchange and part of Italeaf Group, met today in ordinary session under the chairmanship Stefano Neri.
The Ordinary General Meeting approved the divestment operation between the Company and the former shareholders of Free Energia (not classified as related parties) concerning the transfer up to the entire stake held by the Company in Free Energia. To this end, also under Articles 2357 and following of the Civil Code, the shareholders authorized the Board of Directors to purchase up to a maximum of n. 6,477,550 shares, equal to 14.69% of the share capital, at a value of Euro 17.5 million and identified corresponding to 100% of the share capital of Free Energia. More details have been already communicated to the market through the press release of October 2, 2015.
The Ordinary General Meeting has also approved the authorization to the Board of Directors, pursuant to art. 2357 Civil Code to completion, according to the terms and conditions specified by it, of disposals, in one or more tranches, the own shares to be acquired and held in the portfolio.
In particular, through the purchase of own shares resulting from the recalled Divestment Agreement, to supplement those already provided in the plan of “buy back”, the Board of Directors plans to acquire a portfolio consisting of common shares to be used as TerniEnergia consideration as part of any extraordinary transactions, through an exchange of shares or as a subject of the transfer, or for other purposes deemed of strategic, financial, industrial and / or management for TerniEnergia, in compliance with applicable regulations.
Since the shares to be acquired from the same TerniEnergia are not listed, they will not apply the rules and principals of art. 132 of Legislative Decree no. 24 February 1998, n. 58 and Art. 144-bis of Consob Regulation regarding the regulation of issuers, adopted by Consob Resolution no. 11971/99 and subsequent amendments and additions.
The operations of disposal of treasury shares will be performed in compliance with applicable law and in particular in respect of laws and regulations, national and EU, even in terms of market abuse.
The completion of the transactions of purchase and disposal of own shares will be given adequate notice in compliance with the applicable disclosure requirements.