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30Nov 2015

ITALEAF and TERNIENERGIA: the Boards of directors approved the acquisition of up to 100% of the share capital of Greenled Industry by TerniEnergia

 

  • The company operates in the production and sale of LED technology lamps and represents a technological targets for the business line “Energy Saving” of TerniEnergia, that is active in the implementation of energy efficiency projects
  • The market value of the 100% of the share capital of GreenLed Industry equal to Euro 3.5 million was determined using the valuation of an independent expert
  • Thanks to this transaction Italeaf can manage the first exit of a startup investee company through its venture capital activity, in advance of the three-year strategical growth program of the first Italian company builder
  • The shares of Greenled Industry will be sold to TerniEnergia upon receipt of TerniEnergia’s teasury stocks resulting from the divestment by Free Energia S.p.A.
  • The transaction will be subject to approval by the Shareholders’ Meeting of TerniEnergia next December 28, 2015

 

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, obtained the favorable opinions from the Committee for Transactions with Related Parties, approved the acquisition by TerniEnergia of an amount up to 100% of the share capital of Greenled Industry SpA, a company active in the production and sale of lamps with LED technology .

 

In particular, on November 27, 2015 the Board of Directors of Italeaf SpA, controlling shareholder of Greenled, resolved to propose to the purchase of shares of TerniEnergia Greenled (l ‘”Transaction”) at market value, as evidenced by an independent expert appointed for that purpose. The purchase price for 100% of the share capital of Greenled agreed was Euro 3.5 million, as indicated in the evaluation of the independent expert, in the person of Dr. Luigi Tardella from Ambers & CO Srl, acquired by TerniEnergia. In consideration of the purchase of shares of Greenled, TerniEnergia correspond treasury assets resulting from the divestment of Free Energy: to respect the valuation of the expert identifies the value in Euros 1.68 for each appropriate action of TerniEnergia. It follows that the purchase of 100% of the shares of Greenled result in the sale of a maximum number of n. TerniEnergia 2,078,195 own shares, representing 4.71% of the share capital of TerniEnergia.

The Board of Directors of TerniEnergia, received the proposal from Italeaf, has positively assessed the operation, acting to submit the approval to the shareholders’ meeting convened for December 28, 2015. Therefore, only the outcome of the relevant resolution will be possible communicate the correct number of shares Greenled to be acquired and the number of shares used as consideration for such purchase.

Greenled is a company that operates in the production and sale of LED lamps, particularly high performance for their efficiency in terms of energy saving and high-tech.

TerniEnergia for the acquisition has a function of supply chain optimization for the business unit called “Energy Saving”, active in the implementation of energy efficiency projects, under which the supply of LED lamps is the main cost. This transaction is consistent with the objectives of TerniEnergia and in line with industry growth of ” Energy Saving ‘planned in the Business Plan presented to the financial community on October 30, 2015. In addition, in the same plan, the Company expressly it identified in the acquisition of innovative technologies in the field of energy efficiency, one of the priorities for growth. For Italeaf, however, the operation is the first opportunity to close the exit of one of Startups held by the company in advance of the plans provided for in the three-year program of strategic growth presented to the financial community and the MTF Nasdaq First North Stockholm, where the Company is listed. The transaction is then put in place for the sole purpose of increasing the corporate values of the respective companies involved and improve the operation, in accordance with the corporate interest.

The acquisition of Greeenled by TerniEnergia is configured as a “related party transaction”, since the operation carried out with its parent Italeaf SpA which, it is recalled, it holds an interest representing 46.78% of the share capital of TerniEnergia and exerts control over it pursuant to Article 2359, first paragraph, no. 2 of the Civil Code and Article 93 of the TUF.

Therefore, Italeaf is a related party to the Company pursuant to article 3, first paragraph, point (a) and the definition of related parties contained in Annex 1, paragraph 1, letter (a) (i) of the Consob Regulation no. 17221/2010.

In addition, it is noted that other Greenled shareholders are related parties of the Company, as shown in the table below:

name/company N. of shares % Type of relationship
ALLEGRETTI PAOLO 5.000 0,23% CFO of TerniEnergia S.p.A.
BATTISTONI MARIA ASSUNTA 15.000 0,70% Close relative of Stefano neri (Chairman and CEO of TerniEnergia, Chairman of Italeaf SpA and Chairman of Greenled Industry SpA, as well as the person who exercises de facto the control of the Company pursuant to art. 93 of the Act, by virtue of directly and indirectly, by means of Italeaf SpA, held equal to 47.02% of its share capital)
CALISTI FILIPPO 5.000 0,23% CFO of Italeaf S.p.A. (parent company of TerniEnergia)
FEDERICI MONICA 5.000 0,23% Managing Director of TerniEnergia S.p.A. and CEO of Italeaf S.p.A.
ITALEAF S.P.A. 1.393.387 64,60% Parent company of TerniEnergia S.p.A. and Greenled Industry S.p.A.
NERI EMILIO 16.000 0,74% Close relative of Stefano Neri (Chairman and CEO of TerniEnergia, Chairman of Italeaf SpA and Chairman of Greenled Industry SpA)
ROMITO NICOLA 180.000 8,34% CEO of Italeaf S.p.A.
ROYAL CLUB S.R.L. 150.000 6,95% Company managed by related party
OTHER

NON-RELATED SHAREHOLDERS

387.636 17,97%
Total 2.157.023 100,00%  

 

As shown in the table above, therefore, the shares of Greenled are held, for the 82.03%, by persons who are qualified as related parties of TerniEnergia.

The transaction was then approved by the Board of TerniEnergia after gaining the approval of the Committee for Transactions with Related Parties, in accordance with Consob Regulation no. 17221/2010 and procedure adopted by the Company.

Moreover, the operation is configured as a “transaction with related parties of greater importance”, since they are exceeded the relevance indexes provided under Article. 4, paragraph 1, lett. a) of the aforementioned Consob regulation.

Consequently, TerniEnerga has prepared an “Information Document, in accordance with the instructions provided for in the applicable legislation and pursuant to the Procedure for Transactions with Related Parties, approved by the Board of Directors of TerniEnergia on November 30, 2010. This document will be made available to the public under the terms and procedures provided by the relevant regulations.

 

Press-release_GREENLED2015-11-30

18Nov 2015

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.

Press Release_11-18-2015

16Nov 2015
  • The Noteholders’ Meeting gives consent to carry out a disinvestment transaction related to the transfer, up to the entire shareholding held by the Company in Free Energia S.p.A.

 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, announces that on November 16, 2015 the Noteholders’ Meeting of the bonds “TerniEnergia Euro 25,000,000.00 Notes due 2019”, for a total amount of 250 non-convertible bonds with a nominal value of Euro 100,000.00 each, issued by the Company with resolution dated January 27, 2014 – expressed the approval, in accordance with the Terms and Conditions of the Notes, to carry out a disinvestment transaction related to the transfer, up to the entire shareholding held by the Company in  Free Energia S.p.A.

Press Release_11-16-2015

30Oct 2015

Revenues, EBITDA and EBIT grow up significantly, further reduction of the NFP

  • Revenues of Euro 277.2 million (Euro 32.4 million at 09/30/2014)
  • EBITDA of Euro 16.5 million, + 7.73% (Euro 15.3 million at 30/09/2014) with EBITDA margin to 5.95%
  • EBIT of Euro 12.3 million, + 47.9% (Euro 8.3 million at 09/30/2014)
  • Net profit amounted to Euro 3.4 million, -46% (Euro 6.3 million at 30/09/2014)
  • Net Financial Position of Euro 92.9 million (-14%), Euro 7.1 million of which in short term (Euro 108.2 million at 31/12/2014, of Euro 18.3 million which in short term)
  • Shareholders’ equity amount to Euro 70.8 million (Euro 71.3 million at 31/12/2014)

 

The Board of Directors 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, approved the interim financial report as at September 30, 2015.

Stefano Neri, Chairman and CEO of TerniEnergia commented as follows:

“The results are fully satisfactory and in line with the forecasts of the business plan, that we’re going to update with the new strategic vision of the Group. It should be noted the great work done by TerniEnergia to reduce the net financial position, with a further improvement in this quarter, and already below the target set for the end of the year”.

 

CONSOLIDATED RESULTS AS AT SEPTEMBER 30, 2015

Revenues amounted to Euro 277.2 million, showing a significant increase compared to 30 September 2014 (Euro 32.4 million). The increase is mainly attributable to the new business and organizational model and to the contribution of revenues from the Energy Management and Technical Services business line. Significant growth in the income in the Cleantech and Energy Saving.

EBITDA amounts to Euro 16.5 million, with a significant increase (+ 7.73%) compared to September 30, 20114(Euro 15.3 million). The EBITDA margin is equal to 5.95%.

Net operating income (EBIT) amounts to Euro 12.3 million (Euro 8.3 million as at September 30, 2014, +30%), after amortization and depreciation of Euro 4.2 million (Euro 7 million at the same period of 2014).

Net profit amounted to Euro 3.4 million. Net income as at September 30, 20114 was Euro 6.3 million (-46%). The reduction is mainly due to the fact that at 30 September 2014, TerniEnergia benefited from a positive balance of Euro 6 million due to the recognition of income tax resulting from the so-called “Tremonti Ambientale” for certain Group companies that own important photovoltaic plants.

The net financial position amount to Euro 92.9 million (Euro 108 million as at 31/12/2014). The non-current NFP is Euro 85.8 million, while the net financial position in short term amount to Euro 7.1 million. The NFP/Net equity ratio equal to 1.3x, improves significantly (1.52x as at 31/12/2014) in line with the expectations of the industrial plan.

The Net Equity amounted to Euro 70.8 million (Euro 71.3 million at 31/12/2014), while the Fixed assets amounted to Euro 148.5 million, Euro 92.1 million of which are referred to tangible assets.

 

INDUSTRIAL RESULTS AS AT SEPTEMBER 30, 2015

The state of the art of the two “giant” worksites active in South Africa (photovoltaic plants of total capacity of 148.5 MWp on behalf of a leading Italian utility) is in line with the timetable envisaged by the final contracts for the EPC (engineering, procurement and construction) and O&M (operation and maintenance). The total number of photovoltaic plants built by TerniEnergia from the beginning of its activity is equal to 273, with an aggregate capacity of approximately 284.1 MWp (16.45 MWp in full ownership and 25.91 MWp in joint venture for the Power Generation activity). Moreover, are connected to the grid biomass plants for a total of 1.5 MWe and 2 MWt.

The total energy production of the full ownership and joint ventures plants for the power generation business, in the first half was equal to around 53 million kWh. In the environmental sector are operating two treatment and recycle plant of end of life tires (ELTs), the GreenAsm biodigestion and composting plant and finally the groundwater remediation plant in Nera Montoro (TR).

From the beginning of the year Free Energia Group has managed 1,1 TWh of energy for energy-intensive customer, 400 GWh of which during the period. TerniEnergia has completed lighting energy efficiency sites of industrial scale for around 9,200 light points, with an expected savings superior to 60% and a delta of energy saving of approximately 4 GWh.

 

SIGNIFICANT EVENTS OCCURRED AFTER THE END OF PERIOD

The Board of Directors approveD the divestment agreement for the transfer of the shares of Free Energia SpA

On October 2, 2015 the Board of Directors of TerniEnergia resolved to sign the divestment agreement for the transfer to the former leading shareholders of Free Energia SpA of n. 3,674,604 shares equal to 97.60% of its share capital, and representative of the entire stake held by TerniEnergia in Free Energia, the details of which have been already communicated to the market through the Press release disseminated last 7 August 2015. The closing of the transaction is subject to two specific conditions precedent, which must occur by 30 November 2015, and in particular to the positive pronouncement by (i) the general bondholders’ meeting convened for the November, 9 2015 and (ii) of the ordinary shareholders’ meeting of TerniEnergia, convened for the November, 18 2015.

Born of TerniEnergia Gas & Power S.p.A.

On October 7, 2015, the Shareholders’ Meeting of New Gas Trade approved the company’s transformation from Srl in S.p.A. and the change of name in TerniEnergia Gas & Power SpA, with the resulting changes to art. 1 of the Bylaws. The change of the company’s name is part of the broader project of reorganization of the Group aimed at attend all stages of the value chain for electricity and gas in Italy, by integrating supply, trading and marketing of natural gas and LNG with the generation and management of electricity.

 

BUSINESS OUTLOOK

TerniEnergia, consequently to the signing of the divestment agreement to Free Energia SpA has decided to approve an update of the “Fast on the road smart energy” business plan. In particular, for the year 2015, the company wants to confirm the strategic target and expected results, even considering that the transaction should be completed by the end of November 2015, considering that it is achievable an improvement of the Net Financial Position compared to the target already set for December 31, 2015.

At the same time, TerniEnergia intends to increase the contribution from contracts in photovoltaics sector already acquired and being acquired abroad, partly as a result of compliance with the timetable provided in the definitive agreements. The company also intends to take advantage of the international context extremely positive for the sector, strengthening the activities of scouting and market analysis for the development of possible partnerships in the EPC (not exclusively photovoltaic), in order to assess the possibility of setting up an “Italian leader” industrial platform for the achievement of large contracts abroad.

Moreover, in line with the strategic targets set in the updated business plan, TerniEnergia intends to strengthen and consolidate the activities of the Business Line “Energy saving”, including new managers joining the Group, from which are expected contracts for important projects energy savings to be achieved by major industrial customers.

A similar perspective is expected from the market entry of TerniEnergia Gas & Power, the newco dedicated to the natural gas and liquefied natural gas business, thanks to the full integration into Businesss Line “Energy Management”. The reorganization of the Group aimed at attend all stages of the value chain for electricity and gas in Italy, by integrating supply, trading and marketing of natural gas and LNG with the generation and management of electricity; maximize opportunities for development of the gas sector, both in Italy and internationally, recorded in the first half of a positive trend in terms of volumes and margins, are expected to grow even more interesting in relation to the sector of electric energy; distinguish the role of the Company to the institutions, the market, the financial community and the industrial customers.

TerniEnergia will continue its scouting of the best opportunities to enter into the field of development and industrial production of smart solutions and technologies for energy efficiency and cleantech.

 

OTHER RESOLUTIONS OF THE BOARD OF DIRECTORS

The Board of Directors following the resignation of the executive director and vice-president Dr. Umberto Paparelli, resigned on August 7, 2015, co-opted as executive director Dr. Giovanni Fabrizi, who have been conferred the responsibility for the coordination of the business line “Energy Saving”.

Dr. Giovanni Fabrizi, a degree in “Computer Science” carried out his professional activity mainly in the telecommunications, software development, system integration, research and development, the management of complex projects. He has operated in the past, among others, in Alcatel Lucent and in Sesa Group NV. The curriculum vitae of the new director is available on the company website at www.ternienergia.com.

 

The Officer appointed for the preparation of accounting and corporate documents, Dott. Paolo Allegretti, states, pursuant to paragraph 2 of art. 154-bis of the consolidated Financial Act, that the accounting information that is contained in this press release corresponds to the results contained in the documents, books, and accounting records.

 

TerniEnergia, a company incorporated in September of 2005 and part of Italeaf Group, is the first Italian smart energy company and operates in renewable energy, energy efficiency, energy and waste management. TerniEnergia operates as system integrator, with a turn-key offer of industrial sized photovoltaic plants, on behalf of third parties and on its own, for the Power Generation business, also through joint venture companies with leading national players. TerniEnergia operates in the waste management sector, recovery of the material and energy, development and production of technologies. In particular, the Company is active in the recovery of tires out of use, in the treatment of biodegradable waste through the implementation of biodigesters, management of plant for the biological depuration; decommissioning of industrial plants, recovery of demolition metals and cleaning of industrial sites; development and production of technological apparatus.

Through Free Energia, the Group is active in the energy management, energy sales to energy intensive customers, software and services for energy management, administrative, financial and credit management. Through TerniEnergia Gas & Power, the Group i salso active on the natural gas and liquefied natural gas (LNG) market, offering a range of services and activities in order to develop Client’s business and achieve a competitive advantage providing the best market conditions and creating a high added value.

TerniEnergia operates in the development of energy efficient plants both through EPC scheme and FTT scheme (Financing Through Third Parties), pursuing the objectives of increasing energy production from renewable sources, of energy saving and reduction of emissions as set forth by environmental European policy.

TerniEnergia is listed on STAR segment of Borsa Italiana S.p.A..

 

 

 

Italeaf SpA, established in December 2010, is a holding company and a business accelerator for companies and startups in the areas of innovation and cleantech. Italeaf operates as a company builder, promoting the creation and development of industrial startups in the fields of cleantech, smart energy and technological innovation. Italeaf has headquarters and plants in Italy at Nera Montoro (Narni), Terni, Milano and Lecce; has international offices in London and Hong Kong and a research and development centre in the Hong Kong Science and Technology Park. The company controls TerniEnergia, a smart energy company listed on the STAR segment of the Italian Stock Exchange and active in the fields of renewable energy, energy efficiency and waste and energy management, Greenled Industry, working in the development and production of power LED lamps for industrial energy efficiency and public lighting, WiSave in the “internet of things” field, for the development and production of thermostats and smart technologies for the remote control of electrical and heating items of buildings managed through a cloud infrastructure, and Skyrobotic, in the business development and manufacture of civil and commercial drones in mini and micro classes for the professional market.

 

In attach:

– Consolidated statement of financial position as at 30/09/2015

– Reclassified consolidated income statement as at 30/09/2015

– Consolidated net financial position as at 30/09/2015

Consolidated statement of financial position as at 30/09/2015

 

  As at September, 30 As at December, 31 Change Change
(in Euro) 2015 2014   %
Intangible assets 14,005,272 14,143,177 (137,905) (0.98)%
Property, plant and equipment 92,081,512 91,306,645 774,867 0.85%
Financial fixed assets and other intangible assets 42,435,087 45,855,510 (3,420,423) (7.46)%
Fixed Assets 148,521,871 151,305,332 (2,783,461) (1.84)%
   
Inventories 48,715,353 10,943,522 37,771,831 n.a.
Trade receivables 90,066,244 79,108,151 10,958,093 13.85%
Other assets 37,103,932 24,283,439 12,820,493 52.80%
Trade payables (122,097,099) (67,172,376) (54,924,723) 81.77%
Other liabilities (31,652,595) (11,731,401) (19,921,194) n.a.
Net working capital 22,135,835 35,431,335 (13,295,500) (37.52)%
   
Provisions and other non-trade liabilities (6,904,318) (7,215,228) 310,910 (4.31)%
   
Net Invested Capital 163,753,388 179,521,439 (15,768,051) (8.78)%
Shareholders’ Equity 70,853,246  71,346,754  (493,508) (0.69)%
Current net financial position 7,109,755 18,337,508 (11,227,753) (61.23)%
Non-current net financial position 85,790,387 89,837,177 (4,046,790) (4.50)%
Total net financial position 92,900,142 108,174,685 (15,274,543) (14.12)%
Net Invested Capital 163,753,388 179,521,439 (15,768,051) (8.78)%

 

 

Reclassified consolidated income statement as at 30/09/2015

 

  As at September, 30 As at December, 31 Change Change
(in Euro) 2015 2014 %
Net revenues from sales and services 277,219,449 32,377,309 244,842,140 n.a.
Production costs (255,148,560) (12,776,269) (242,372,291) n.a.
Added value 22,070,888 19,601,040 2,469,848 12.60%
Personnel costs (5,577,851) (4,291,540) (1,286,311) 29.97%
EBITDA 16,493,037 15,309,500 1,183,537 7.73%
Amortization, depreciation, provisions and write-downs (4,199,576) (6,996,994) 2,797,418 (39.98)%
EBIT 12,293,461 8,312,506 3,980,955 47.89%
Financial income and charges (7,802,792) (7,872,298) 69,506 (0.88)%
Portions of results attributable to the JV 382,970 (150,877) 533,847 n.a.
Pre-tax result 4,873,640 289,331 4,584,309 n.a.
Income taxes (1,498,053) 5,970,932 (7,468,985) (125.09)%
Net profit for the period 3,375,587 6,260,263 (2,884,676) (46.08)%

 

 

Consolidated net financial position as at 30/09/2015

 

  As at September, 30 As at December, 31
(in Euro) 2015 2014
Cash (28,107) (21,315)
Available bank current accounts (20,122,240) (14,156,175)
Liquidity (20,150,347) (14,177,490)
Bond debt 1,111,302  1,544,520
Current bank debt (current account overdraft) 4,907,258 3,713,874
Current bank debt (advance) 16,917,308 19,978,036
Financial payables to other lenders 189,279
Current financial debt (other lenders) 1,859,110 1,795,955
Current financial debt (other lenders) 13,427,432 13,975,757
Current financial receivables (10,962,309) (8,682,422)
Current financial debt 27,260,102 32,514,999
 
Current net financial position 7,109,755 18,337,509
Bond debt 24,379,169 24,259,621
Non-current financial debt (other lenders) 31,479,906 35,934,530
Financial payables to other lenders 8,314 16,285
Non-current financial debt (Leasing) 29,922,998 29,626,742
 
Non-current net financial position 85,790,387 89,837,178
 
Total net financial position 92,900,142 108,174,686

 

Press Release_TE-3q2015-10-30

 

07Oct 2015
  • The Shareholders’ Meeting of New Gas Trade approves the change of name and a capital increase up to EUR 1 million
  • Appointment of Statutory Auditors who will remain in office for the years 2015, 2016 and 2017

 

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, 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, announces that the Shareholders’ Meeting of New Gas Trade, met in extraordinary and ordinary session with the chairmanship of Sergio Agosta.

Extraordinary session

The Extraordinary General Shareholders’ Meeting approved the company’s transformation from Srl in S.p.A. and the change of name in TerniEnergia Gas & Power SpA, with the resulting changes to art. 1 of the Bylaws. The change of the company’s name is part of the broader project of reorganization of the Group aimed at:

– Attend all stages of the value chain for electricity and gas in Italy, by integrating supply, trading and marketing of natural gas and LNG with the generation and management of electricity;

– Maximize opportunities for development of the gas sector, both in Italy and internationally, recorded in the first half of a positive trend in terms of volumes and margins, are expected to grow even more interesting in relation to the sector of electric energy;

– More differentiation between the role of the Company to the institutions, the market, the financial community and industrial customers.

The Company will inform the market of the registration of the above resolution to the Registry of Companies of Milan. The Extraordinary General Meeting also resolved to increase the share capital against payment, divisible, from Euro 0.1 million up to a maximum of Euro 1 million. The capital increase has already been subscribed for Euro 0.5 million.

Ordinary session

The Shareholders’ meeting, in the ordinary session, approved the appointment of three members of the Board of statutory auditors and two deputy members, who will remain in office for the years 2015, 2016 and 2017. They are: Roberto Raminelli, who was appointed Chairman of the Board, Caterina Brescia and Vittorio Pellegrini, appointed auditors. Marco Chieruzzi and Marco Rosatelli were appointed deputy auditors.

 

TerniEnergia, a company incorporated in September of 2005 and part of Italeaf Group, is the first Italian smart energy company and operates in renewable energy, energy efficiency, energy and waste management. TerniEnergia operates as system integrator, with a turn-key offer of industrial sized photovoltaic plants, on behalf of third parties and on its own, for the Power Generation business, also through joint venture companies with leading national players. TerniEnergia operates in the waste management sector, recovery of the material and energy, development and production of technologies. In particular, the Company is active in the recovery of tires out of use, in the treatment of biodegradable waste through the implementation of biodigesters, management of plant for the biological depuration; decommissioning of industrial plants, recovery of demolition metals and cleaning of industrial sites; development and production of technological apparatus.

Through Free Energia, the Group is active in the energy management, energy sales to energy intensive customers, software and services for energy management, administrative, financial and credit management. Through New Gas Trade, the Group i salso active on the natural gas and liquefied natural gas (LNG) market, offering a range of services and activities in order to develop Client’s business and achieve a competitive advantage providing the best market conditions and creating a high added value. TerniEnergia operates in the development of energy efficient plants both through EPC scheme and FTT scheme (Financing Through Third Parties), pursuing the objectives of increasing energy production from renewable sources, of energy saving and reduction of emissions as set forth by environmental European policy. TerniEnergia is listed on STAR segment of Borsa Italiana S.p.A..

 

Press Release_TE-2015-10-07

02Oct 2015

The board of directors of Italeaf, holding company and first Italian company builder active in cleantech and smart innovation sectors, listed on on NASDAQ OMX First North, has approved today to sign the divestment agreement for the transfer to the former leading shareholders of Free Energia SpA of n. 3,674,604 shares equal to 97.60% of its share capital, and representative of the entire stake held by TerniEnergia in Free Energia.

Afterwards, the Board of Directors 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, resolved today to sign the divestment agreement for the transfer to the former leading shareholders of Free Energia SpA of n. 3,674,604 shares equal to 97.60% of its share capital, and representative of the entire stake held by TerniEnergia in Free Energia, the details of which have been already communicated to the market through the Press release disseminated last 7 August 2015.

The counter-value for the transfer of the entire equity shares in Free Energia S.p.A. (unless a lesser number of shares in the event that not all former members of Free Energia would decide to join the Agreement Divestment) is represented by the TerniEnergia’s shares subscribed by the leading former shareholders of Free energia in the dedicated capital increase on Oct. 21, 2014.

Specifically, the leading former shareholders of Free Energia SpA which will take over the shares of Free Energia S.p.A. are the following:

  • Energetica S.p.A.;
  • BA & Partners S.p.A.
  • Sistematica S.p.A..

The counter value for the transfer of the entire stakeholding in Free Energia (unless a lesser number of shares in the event that not all former shareholders of Free Energia would decide to join the Divestment Agreement) is represented by the shares subscribed by the main TerniEnergia former shareholders of Free Energia in the dedicated capital increase on Oct. 21, 2014. The counter-value of the payment due was confirmed by a report issued on September 30, 2015 by the statutory auditor Dr. Luigi Tardella of Ambers & Co S.r.l., independent expert identified by the parties, who certified that the value of the entire investment in Free Energia is included in a range between Euro 15 million and Euro 20 million and that this value can be considered equivalent to the value of the TerniEnergia’s shares unlisted. Consequently there is no need for any cash payment.

In this context, the Board of Directors has approved to proceed with the transfer expected in the Divestment Contract at a value that is placed in the middle position of the aforementioned range as indicated by the expert and then to a value considered adequate equal to Euro 17.5 million.

The transaction is subject to two specific conditions precedent, which must occur by 30 November 2015, and in particular to the positive pronouncement by (i) the general bondholders’ meeting convened for the November, 9 2015 and (ii) of the ordinary shareholders’ meeting of TerniEnergia, convened for the November, 18 2015. The closing of the transaction is expected by the tenth business day following the occurrence of the last of the conditions precedent above.

The TerniEnergia’s shares received following the completion of the transaction will be subsequently canceled, unless the Board of Directors do not resolve to put them, in whole or in part, at the service of any operations regarding the involvement of third-party investors, who have not yet identified .

As an outcome of the analyses performed by TerniEnergia, the operation cannot be configured as a “related party transaction”.

With reference to the conditions stated above, TerniEnergia take care to promptly inform the market about any further action or relevant fact regarding the aforementioned transaction.

 

Press Release_TE-2015-10-02

24Sep 2015

Calendar Update of Corporate Events 2015: October 30, 2015 will be presented at Borsa Italiana the update of the business plan “Fast on the road smart energy”

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, announces that the progress of work of the two “giant” sites in South Africa, on behalf of a leading Italian utility, is in line with the timetable envisaged by the final contracts for the EPC (engineering, procurement and construction) and O&M (operation and maintenance).
In particular, TerniEnergia Projects PTY Ltd, the South African subsidiary of TerniEnergia, has completed further the progress of the works on construction of Tom Burke (67 MWp) and Paleisheuwel (82.5 MWp) sites, in compliance with current industrial and economic results expected.
Pursuant to art. 2.6.2 of the Rules of Borsa Italian SpA, TerniEnergia, in addition to what is stated in the Calendar of Corporate Events 2015 released last January 26, on March 17, 2015 announce as follows:
– October 5, 2015: the Company will partecipate to the Star Conference London organized by Borsa Italian SpA;
– October 30, 2015, as part of the event: “Energy for Innovation – Renewable, gas & power, efficiency, startups, new technologies for smart industry” organized by the Italeaf group, will be presented to the financial community and to the press the Update to the TerniEnergia’s Business Plan 2015-2017 “Fast on the smart energy road”. The presentation will take place from 9.00 AM CET in Milan in the Parterre Hall of the Italian Stock Exchange, Piazza degli Affari 6.
Speakers: Stefano Neri (Chairman and CEO) and Sergio Agosta (Executive Director).
Registration is required to participate: http://www.ternienergia.com/index.php/eventi/ or event registration at the URL: http://www.eventbrite.com/e/biglietti-energy-for-innovation-18551392715.

 

Press Release_TE-2015-09-24

31Jul 2015
  • Revenues, EBITDA and Net profit grow significantly, further minimizing the NFP
  • Revenues of Euro 151.3 million (Euro 21.5 million as at 30/06/2014)
  • EBITDA amounted to Euro 10.8 million, +10% (Euro 9.8 million as at 30/06/2014), with EBITDA margin at 7.1%
  • EBIT amounted to Euro 7.9 million, + 30% (Euro 6 million as at 30/06/2014)
  • Net profit amounted to Euro 1.5 million, +23% (Euro 1.2 million as at 30/06/2014)
  • NFP of Euro 101.5 million, Euro 14.3 million of which in short term (Euro 108.2 million as at 31/12/2014, Euro 18.3 million of which in short term)
  • Net equity amounted to Euro 70.7 million, (Euro 71.3 million as at 31/12/2014)

 

The Board of Directors 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, approved today the interim financial report as at June 30, 2015.

 

Stefano Neri, Chairman and CEO of TerniEnergia commented as follows:

We are satisfied for the achieved results and the continuous improvement of all indicators, perfectly in line with the business plan. From the standpoint of strategic development, TerniEnergia has accelerated the path of internationalization in a phase in which the data of the global market for renewable and especially photovoltaic show an acceleration of the recovery, with double-digit growth. The Group intends to seize this opportunity, strengthening its scouting activities and leveraging the positive contingencies of many energy markets abroad. As part of the energy management activity, thanks to the complete integration process of New Gas Trade Srl, TerniEnergia is ready to enhance the growth trend of the natural gas and liquefied natural gas market, at this stage more profitable than the electricity one. From the financial point of view, finally, it should be emphasized the constant optimization of Ebitda/NFP ratio, with an improved performance that allows us to be confident of being able to take advantage of further progress by the end of the year”.

 

CONSOLIDATED RESULTS AS AT JUNE 30, 2015

Revenues amounted to Euro 151.3 million, showing a significant growth compared to June 30, 2014 (Euro 21.5 million). The increase is mainly attributable to the new business and organizational model.

EBITDA amounted to Euro 10.8 million, with a significant increase (+ 10%) compared to June 30, 2014 (Euro 9.8 million). The EBITDA margin is equal to 7.1%, with a decrease compared to 06/30/2014 due to the change of the business model.

Net operating income (EBIT) amounted to Euro 7.9 million (Euro 6 million as at June 30, 2014, +30%), after amortization and depreciation of Euro 2.9 million (Euro 3.7 million at the same period of 2014).

Net profit amounted to Euro 1.5 million. Net income as at June 30, 2014 was Euro 1.2 million (+23%).

The net financial position amount to Euro 101.5 million (Euro 108 million as at 31/12/2014). The non-current NFP is Euro 87.2 million, while the net financial position in short term amounted to Euro 14.3 million. The NFP/Net equity ratio equal to 1.44x, improves significantly (1.52x as at 31/12/2014) in line with the expectations of the industrial plan.

The Net Equity amounted to Euro 70.7 million, with a decrease of 1% (Euro 71.3 million at 31/12/2014), while the Fixed assets amounted to Euro 150.6 million, of which Euro 92.3 million referring to tangible assets.

 

INDUSTRIAL RESULTS AS AT JUNE 30, 2015

The state of the art of the two “giant” worksites active in South Africa (photovoltaic plants of total capacity of 148.5 MWp on behalf of a leading Italian utility) is in line with the timetable envisaged by the final contracts for the EPC (engineering, procurement and construction) and O&M (operation and maintenance). The total number of photovoltaic plants built by TerniEnergia from the beginning of its activity is equal to 273, with an aggregate capacity of approximately 284.1 MWp (15.8 MWp in full ownership and 22.8 MWp in joint venture for the Power Generation activity). Moreover, are connected to the grid biomass plants for a total of 1.5 MWe and 2 MWt.

The total energy production of the full ownership and joint ventures plants for the power generation business, in the first half was equal to around 33,11 million kWh. In the environmental sector are operating a treatment and recycle plant of end of life tires (ELTs), the GreenAsm biodigestion and composting plant and finally the groundwater remediation plant in Nera Montoro (TR).

During the period the Group Free Energia has managed 700 GWh of energy for energy-intensive customer. Lucos Alternative Energies has completed lighting energy efficiency sites of industrial scale for a primary Italian cement group, for around 5,200 light points, with an expected savings of 68% and a delta of energy saving of approximately 16.43 million kWh.

 

SIGNIFICANT EVENTS OCCURRED AFTER THE END OF FINANCIAL YEAR

Green light from the Board of Directors to acquire the remaining share capital of New Gas Trade Srl held by Intermonte Holding Sim

On July 9, 2015 The Board of Directors of TerniEnergia resolved the acquisition of the remaining 15% of the share capital of the company New Gas Trade Srl (NGT), actually owned by Intermonte SIM Holding, a company regulated MiFID.The sales price of the shares has been agreed between the parties to Euro 49 thousand and the payment by TerniEnergia was in cash.

 

TerniEnergia enters in RES4MED international network

On July 16, 2015, TerniEnergia joined RES4MED as Ordinary Member. The new Member will strengthen RES4MED’s mission, proposing renewable energy and energy efficiency solutions to meet local needs.

 

TerniEnergia inaugurates new ELTs plant of Borgo Val di Taro

On July 21, 2015, TerniEnergia has inaugurated its second plant for the treatment and recovery of End of Life Tires (ELTs), located in the municipality of Borgo Val di Taro (Parma). The plant has a processing capacity of 26,400 tons/year. Reclaimed and renovated an industrial area of around 10,000 square meters, 2,000 of which are covered. Total investment of Euro 5.5 million. With two ELT plants in Nera Montoro (TR) and Borgo Val di Taro (PR), TerniEnergia candidates itself to reach a processing capacity of around 20% of the domestic market.

 

BUSINESS OUTLOOK

TerniEnergia is continuing the development of the strategy for the year 2015, contained in the business plan “Fast on the road smart energy”. In particular, the company is increasing the contribution from contracts in photovoltaics sector already acquired and being acquired abroad, partly as a result of compliance with the timetable provided in the definitive agreements. The company also intends to take advantage of the international context extremely positive for the sector, with the data that lead to predict a strengthening of the recovery in 2015. The analysis of the main international financial institutions also emphasize the negligible impact that the oil price has on many markets electrical and flag as the loss of value of the shares of some companies in the solar, which took place in recent weeks following the collapse of oil, could be “an attractive entry point for investors”. In this direction, the Group continues scouting and market analysis for the development possible partnerships in PV EPC, in order to assess the possibility of setting up an “Italian leader” industrial platform for the achievement of large contracts abroad.

In addition, consistently with the strategic targets already declared in the Business Plan, TerniEnergia completed the full integration into the Group of Lucos Alternative Energies, initiating and consolidating the activities of the Business Line “Energy saving”, from which is expected a growing activity.

A similar perspective is expected after the enter in the natural gas and liquefied natural gas market, thanks to the completion of the acquisition of New Gas Trade and full integration into Business Line “Energy Management”, through the market access of dual fuel offer for industrial customers.

TerniEnergia continued its research of the best opportunities to enter into the field of development and industrial production of smart solutions and technologies for energy efficiency and cleantech.

The Company will also continue the process of strengthening the scope of the environmental asset, starting the activity of the new plant for the treatment and recovery of “secondary raw material” from end of life tires in Northern Italy, at Borgo Val di Taro (PR). Finally, will be installed the new treatment plant of industrial fluid waste in Nera Montoro (TR), which granted the authorization phase. The new water remediation plant will intercept a substantial demand (58 thousand cubic meters/year) in a market segment experiencing a high technological activity with high growth prospects.

 

TerniEnergia, a company incorporated in September of 2005 and part of Italeaf Group, is the first Italian smart energy company and operates in renewable energy, energy efficiency, energy and waste management. TerniEnergia operates as system integrator, with a turn-key offer of industrial sized photovoltaic plants, on behalf of third parties and on its own, for the Power Generation business, also through joint venture companies with leading national players. TerniEnergia operates in the waste management sector, recovery of the material and energy, development and production of technologies. In particular, the Company is active in the recovery of tires out of use, in the treatment of biodegradable waste through the implementation of biodigesters, management of plant for the biological depuration; decommissioning of industrial plants, recovery of demolition metals and cleaning of industrial sites; development and production of technological apparatus.

Through Free Energia, the Group is active in the energy management, energy sales to energy intensive customers, software and services for energy management, administrative, financial and credit management. Through New Gas Trade, the Group i salso active on the natural gas and liquefied natural gas (LNG) market, offering a range of services and activities in order to develop Client’s business and achieve a competitive advantage providing the best market conditions and creating a high added value.

TerniEnergia operates in the development of energy efficient plants both through EPC scheme and FTT scheme (Financing Through Third Parties), pursuing the objectives of increasing energy production from renewable sources, of energy saving and reduction of emissions as set forth by environmental European policy.

TerniEnergia is listed on STAR segment of Borsa Italiana S.p.A..

 

Press Release_TE-2015-07-31

15May 2015

Following the the press release dated last February 27, TerniEnergia informs that on May 14, 2015 was signed the act of merger by incorporation in TerniEnergia Spa of Lucos Alternative Energies Spa.

The strategic traget of the transaction is to enhaance the business development in the energy efficiency field, through the dedicated business line “energy saving”. In particular, the Merger will result in a shortening of the company’s control chain that will allow a better financial management of energy efficiency, a better coordination of industrial energy saving activity, the achievement of production and financial synergies and the fullfilment of significant savings in operating and managing fixed costs.

The legal effects of the Merger shall be effective from the date of signing of the act, however completed the filing of at the relevant Companies Register, while the accounting and tax effects shall be effective from the January 1, 2015.

Press Release_TE-2015-05-15