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03Mar 2015

• The A.I.A. authorisation emitted by the Provincia di Terni will allow the processing of 58,000 cubic meters/year of input waste, represented by liquid waste and pumpable sludges

• Planned investment of approximaately € 3 million for the construction of the new plant

 

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 Provincia di Terni has been granted the “Integrated Environmental Authorisation (AIA) n. 11458/2015” related to the “Operational plan for groundwater remediation of the industrial site of Nera Montoro (TR) – adjustments to the requirements and implementation of the plants with the introduction of new sections of treatment of the liquid waste with third parties”.

In particular, the obtaining of the Authorizations allow TerniEnergia to complete the investment to improve the biological and chemical-physical plants already active, to be compliant to the requirements of the remediation project of groundwater of Nera Montoro industrial area, approved by the Regione of Umbria in April 2011 (with emissions and characteristics quality of the “deep water”).

Finally, through the AIA authorisation, TerniEnergia will have the opportunity to realize the expansion of the processing capacity of the existing plants, through the construction of a new treatment plant with the aim to start the business of processing of special liquid waste (eg. Agricultural, industrial, organic chemicals and inorganic, etc.). The authorization allows the treatment of 58,000 cubic meters/year of waste input, represented by liquid waste and pumpable sludges. The capex for this additional investment is approximately € 3 million and will make possible to build new plant equipment of high quality inserted in the “green industry area” of Nera Montoro (TR), intercepting liquid waste streams and at the same time answering the industrial needs of the center of Italy.

 

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. TerniEnergia, through Lucos Alternative Energies, 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..

09Feb 2015

• Proposal for the introduction of increased voting rights to strenght the growth for external lines

• Strengthening of the buy-back program

• Possible M&A in the Gas & Power sector, even abroad, and in the field of “smart technologies”

• Updated 2014 forecast: Revenues for approximately Euro 100 million, net profit of approximately Euro 6 million, NFP reduced by one third to approximately EUR 109 million, equity of approximately Euro 70 million

• The plan includes: new organizational structure, completion of the merger of Lucos in TerniEnergia, diversification of the generation of revenue and EBITDA reducing the risk, integration of new activities to complete the energy value chain

• Revenues in the three years: over Euro 1.2 billion (+ 48% CAGR 2015-17)

• Gearing ratio equal to 1,26x to 2017

• Investments 2015-17: Euro 54 million for high-margin business of ESCO and environmental plant construction

• Pay-out ratio constant and up to a maximum of 50%

 

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 industrial plan 2015-2017, with updating of the 2014 forecast.

The plan will be presented to the financial community today in Milan at h 11.30 CET by the Chairman and Ceo of TerniEnergia Stefano Neri, and by the Executive Directors Umberto Paparelli and Sergio Agosta, and by the CEO of Free Energia Salvatore Pelleeriti and the CFO of the Company Paolo Allegretti.

FORECAST 2014

The Board of Directors was informed of the updated forecast for the year 2014, which will close with revenues of approximately Euro 100 million, a net profit of approximately EUR 6 million, EBITDA of approximately Euro 19 million, a reduction of about one-third of the net financial position, which amounted of around Euro 109 million and a equity of approximately Euro 70 million, with an increase of 30%.

“FAST ON THE ROAD SMART ENERGY”: KEY STRATEGIES

TerniEnergia aims to become the first Italian independent “smart energy company”, active in the fields of renewable energy, energy efficiency, waste and energy management, thanks to the new business model and the integration into the Group of Free Energia.

Confirmed the evolution of the organizational structure, which will be based on four functional business lines: Technical Services, Cleantech, Energy Management and Energy saving, with the completion of the merger of Lucos Alternative Energies in TerniEnergia.

The new plan “Fast on the smart energy road” bases its assumptions of industrial character of:

– Backlog of orders in photovoltaics already acquired and currently being acquired abroad;

– Increase of the energy management business in Italy, thanks to the expansion of the customers of Free Energia, most of which are recurring and loyal;

– Development of relevant business opportunities “cross-selling” in the areas of energy efficiency (fast-growing) and the sale of energy;

– Strong business diversification of TerniEnergia in ant-cyclical sectors and completion of the “core” of the group along the entire energy value chain, from design works up to post-sale advanced services;

– Scouting for the identification of potential M&A operations to promote growth through acquisitions in the Gas & Power, also internationally;

– Looking for 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;

– Optimization of the conditions of profitability of production plants from renewable energy, including through the sale of sustainable and traced vegetable oil;

– Entry into the field of development and industrial production of smart solutions and technologies for energy efficiency and cleantech.

From the strategic point of view, TerniEnergia expects to optimize the financial structure to operational needs, leveraging the power produced to reduce the weight of the energy acquired on the market for energy management activities, increasing the possibility of issuing corporate guarantees, facilitating relations with the credit, thanks to the recovery of business with high revenue generation in Italy.

The new business plan, finally, provides for the strengthening of the buy-back program to provide the Company with an equity portfolio to be used for any extraordinary transactions and the proposal of the increased voting rights.

“FAST ON THE ROAD SMART ENERGY”: TERNIENERGIA FIGURES

TerniEnergia expects to 2017 a substantial increase in revenues and profitability and, simultaneously, a containment of the NFP and a growth of cash flow.

The plan estimates an increase in value of production (2014-17 CAGR) of 47%, more than Euro 1.2 billion in three years, with interim targets of Euro 355 million in 2015, Euro 437 million in 2016, Euro 475 million in 2017, with an increase of revenues from energy saving and cleantech business lines.

EBITDA for the plan period is expected to grow by 14%, estimated at Euro 23 million in 2015, Euro 28 million in 2016 and Euro 32 million in 2017. In 2017 it is expected a balanced contribution of the four business lines (technical services, cleantech, energy management and energy efficiency) to the formation of Ebitda. The margin will remain constant over the plan period, more than 6%, demonstrating the robustness and repeatability of the new business model and a lower risk approach through diversification and integration of the energy value chain.

EBIT is expected to grow from Euro 16 million in 2015 to Euro 22 million in 2016, to Euro 25 million in 2017. The amount of the planned investments in the period, mostly dedicated to activities of ESCO with the formula of third party financing (FTT) and to the implementation of new environmental systems, amounted to Euro 11 million, Euro 22 million and Euro 21 million. Will be expected ROI of 9.4% in 2015, 12.5% in 2016 and 13.2 % in 2017.

Thanks to the new financial structure, the net financial position (NFP) is constant over the plan period, on the levels of 2014. Will be significantly improved, however, the financial ratios: in particular, the NFP/equity (gearing ratio) will be reduced to 1,36x in 2015, 1,37x in 2016 to up to 1,26x in 2017. The NFP/EBITDA decrease from 4,25x up to 2015, to 3,78x up to 2016, to 3,40x of 2017.

Is confirmed a policy of shareholder remuneration for the period 2015-2017, with a provision for proposal to the Board of Directors of a distribution of a maximum of 50% of the Consolidated Net Profit.

Other resolutions of the Board of Directors

The Board of Directors of TerniEnergia decided to submit to the next Shareholders’ Meeting, to be convened by the end of March 2015, the introduction of increased voting rights and the consequent amendment of Article 6 of the Bylaws.

The introduction of the increased voting rights is a part of the growth strategy to strengthen the entrepreneurial objectives of the Group, encouraging growth through acquisitions and retaining investors who believe in the company’s development project, as described in the Business Plan 2015-2017 .

The Board of Directors, finally, with the aim of giving more support to the strategic and operational flexibility of the Company, has decided to strengthen ogh the buy-back progra, as part of the program to purchase own shares authorized by Shareholders’ Meeting on October 13, 2014 and already under way, in compliance with the law and discipline CONSOB.

As of today, the Company holds no. 106 934 shares, representing 0.243% of the share capital.

Press Release_TE-2015-02-09

24Dec 2014

Signed agreement with L&T City Real Estate Ltd, a company based in London.  The transaction reduces the NFP of the Group by about a third, with very positive impacts on economic and financial indicators

• Energia Alternativa and Solter are owners of PV assets respectively for 3.9 MWp and 3.8 MWp.

• Amount due of the sale  equal toto Euro 7.47 million

• Enterprise value of the assets equal to Euro 63.2 million

• Payment of the amount due will be made by cash by October 30, 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, has signed an agreement with L&T City Real Estate Ltd, a company based in London, for the sale of 50% of the shares held by TerniEnergia in the companies Alternative Energy Srl and Solter Srl, owners of photovoltaic plants of industrial size for the total capacity respectively of 13.9 MWp and about 3.8 MWp.

The transaction is part of the new strategy adopted by TerniEnergia Group in the energy sector, that intends to pursue the objective of strengthening the most innovative energy management activities and to enhance the industrial management of power generation plants, through debt reduction and promoving new partnerships with leading international investors in the green and renewables sectors. The agreement allows to achieve the goal of reducing the NFP of the Group by about a third, with very positive impacts on economic and financial indicators of TerniEnergia

The total amount due of the sale is equal to Euro 7.47 million. The sale price was determined on the DCF (Discounted Cash Flow) of individual companies, and in particular the of the cash flows that photovoltaic systems are able to generate excluding operating costs and the cost of debt. The enterprise value of the assets sold is approximately of Euro 63.2 million.

The payment by L&T City Real Estate Ltd will be made by cash by 30 October 2015. The transfer of the shares of Energia Alternativa and Solter are subject to conditions subsequent related to the lack of consent of the transaction expressible by the financing banks.

 

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. TerniEnergia, through Lucos Alternative Energies, 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-2014-12-24

16Dec 2014

• Umberto Paparelli appointed as Vice President

• Sergio Agosta appointed Director in charge of the internal control system and risk management

• Performed the self-assessment procedure on the composition of the Board of Directors

 

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, met today for the first time after the expansion from 7 to 9 members approved by the Shareholders’ Meeting.

The Board of Directors in accordance with the Corporate Governance Code published by Borsa Italiana and following the changes that occurred in the components of the administrative body, made the self-assessment procedure, expressing positive judgment about the adequacy of its size, its composition, the type and variety of skills and experience as a whole, of its operation and and the one of the committees set up within the Company.

The Board of Directors has also verified the existence of the independence requirements in accordance with the Code of Conduct for listed companies and the verification of the requirements of the regulations in force related to its components (in number of 9, 3 of which – Domenico De Marinis, Mario Mauro Molteni and Paolo Ottone Migliavacca – meet the requirements of independence pursuant to art. 148 ter of the TUF and those provided for by the Code of Conduct of Borsa Italiana SpA).

The Board appointed Sergio Agosta as Director in charge of the Internal Control System and Risk Management.

The Board of Directors proceeded to attribute responsibilities and powers to the new executive directors and the appointment of the director Umberto Paparelli to Vice President.

In particular, to the Managing Director Umberto Paparelli (Vice President) was given the responsibility relating to:

• Management and development of the environmental and waste management plants in the industrial area of Nera Montoro (TR), the corporate system of safety and environmental protection related to the business line Cleantech.

To the Managing Director Sergio Agosta was given the responsibility relating to:

• Ordinary administration alongside the CEO Stefano Neri.

Press Release_TE-2014-12-16

15Dec 2014

Mr Sergio Agosta and Mr Umberto Paparelli appointed as board members

 

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 of Mr Stefano Neri.

The Shareholders’ Meeting, in perspective of the proof changes in the Company corporate structure and activities as a result of the acquisition of Free Energia Group and considering the strategical, managerial and organizational changing needs, approved to increase the number of the Board Directors from the current seven members to nine members, subject to the maximum limit of eleven members, set by the ByLaws, and proceeded to appoint as directors dr. Sergio Agosta and dr. Umberto Paparelli.

 

Biographical notes of the Directors indicated by the Board of Directors

Sergio Agosta was born in Novara in 1965. He served until 2013 as Director of the Energy Industrial Area of Acea SpA, coordinating the entire energy chain of Acea Group engaged in manufacturing, trading and sale of electricity and gas. From 2003 to 2009 he was the CEO of GME – Gestore del Mercato Elettrico SpA, a public company that manages the electricity markets. From 1994 to 2003 he was General Director of the Enertad Group, listed on the Milan Stock Exchange, one of the first Italian groups to operate in an integrated way in the supply chain waste-environment-production of electricity, operating successfully in Italy and abroad. During the period he was also the CEO of the TAD Holding Group. He was a member of the Board of Falck S.p.A. and Acciai Speciali Terni S.p.A.. He was a Senior Associate M&A of the Law Firm NCTM – Negri Clementi, Toffoletto, Montironi e Associati in Milan, member of the team of the Legal and M&A Directorate of Akros Finance SpA. Degree in Law at the University of Milan, participated to the “Summer School” at the London School of Economics and to the “Advanced Executive Programme”, a specialized course general management for high-potential executives of the London Business School.

Umberto Paparelli was born in Narni (TR) in 1953 and he is Chairman and CEO of Free Energia SpA. Since 2003 he has held the positions of Chairman and/or CEO in various companies, primarily in the energy sector, with whom he collaborated in development projects and reorganization and revitalization. From 2005 to 2010 he was Managing Director and General Manager of Scandolara SpA, a global leader in European primary packaging industry, taking care of internationalization (Russia, Switzerland and Slovakia) and managing the entry in the share capital of the company of a leading bank. From 1978 to 2003 he worked with increasing responsibility in the german multinational corporation SGL Carbon Group, initially in the Internal Auditing and Controlling, then at the top of Global Supply Chain Management and Personnel Management, becoming a member of the Management Committee. Degree in Political Science at the University of Rome “La Sapienza”, with post-graduate training in the years 1978 and 1979 in Information Systems (Siemens Data – Milan) and Planning and Control (SDA Bocconi – Milan).

 

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. TerniEnergia, through Lucos Alternative Energies, 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-2014-12-15

14Nov 2014

Net profit Euro 6.3 million, significant increase for EBITDA and margins. Green light to the proposed expansion of the Board of Directors from 7 to 9 members, with an indication of Mr Sergio Agosta and Mr Umberto Paparelli for the appointment of managing directors by the General Shareholders’ Meeting

• Revenues of 32.4 million (Euro 45.9 million as at September 30, 2013)

• EBITDA of Euro 15.3 million, +71% (Euro 8.9 million as at September 30, 2013)

• Ebitda Margin 47.3% (20% as at September 30, 2013)

• EBIT of Euro 6.3 million, +4% (Euro 6 million as at September 30, 2013)

• Net Profit of Euro 1.2 million (Euro 5.4 million as at September 30, 2013)

• NFP of Euro 155.6 million, Euro 16.7 million of which in short time (Euro 135.2 million as at 31/12/2013, Euro 18.2 million of which in short time)

• Net Equity amounted to Euro 55.5 million (53.9 million as at 31/12/2013)

 

The Board of Directors of TerniEnergia, a smart energy company active in the fields of renewable energy, energy efficiency, waste and energy management, listed on the Star segment of Borsa Italiana and part of Italeaf Group, approved today the interim financial report as at September 30, 2014..

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

The Group’s results for the third quarter confirm an underlying trend in line with the goals that we have anticipated to the financial community for the full year 2014, with an expected net profit of approximately Euro 6 million and the target of a reduction of the NFP of around a third. With the strategic repositioning of TerniEnergia Group, following the acquisition of Free Energia and the business development in the areas of energy management and the energy efficiency, we set and already started a new phase of growth as “smart energy company” with increasing opportunities in highly competitive markets. We are confident that this strategic approach is appropriate to produce positive effects regardind the industrial and financial results in the current context, helping to consolidate the positive end of the year”.

CONSOLIDATED RESULTS AS AT SEPTEMBER 30, 2014

The Net revenues amounted to Euro 32.4 million (Euro 45.9 million as at September 30, 2013) with a decrease in prevalence attributable to the drop of the revenues from photovoltaic EPC. The contribution of the environmental sector and the power generation activity, characterized by high margins and a long-term visibility, is equal to approximately 56% of total revenues in growth compared to the same period of 2013.

The EBITDA amounted to Euro 15.3 million (+71%) compared to Euro 8.9 Million recorded as at September 30, 2013. The EBITDA Margin was 47.3%, with a significant increase compared to the same period of 2013 (19.51%)

Net operating income (EBIT) amounted to Euro 8.3 million (Euro 4.4 million as at September 30, 2013), an increase of 90%, after amortization amounted to Euro 5.9 million related to growth of the number of PV plant in full ownership (Euro 4.6 million as at 30 September 2013) and depreziations of intangible assets consist of licenses acquired in previous years for the construction of photovoltaic plants, for a total of Euro 1.1 million.

Net income, that includes the share of profit generated from the activity of JV, amounted to Euro 6.3 million, benefiting of income tax resulting from the application of the so-called “Tremonti Ambientale” to certain subsidiaries holders of utility scale PV plants. Net income as at September 30, 2013 was Euro 6 million.

The Net Financial Position amounted to Euro 155.6 million (Euro 135.2 million at 31/12/2013). The non-current net financial position is Euro 138.9 million, and includes the the bond issue carried out in February 2014. The short-term NFP is Euro 16.7 million (Euro 18.2 million as at 31/12/2013).

The net equity amounted to Euro 55.4 million (Euro 53.9 million at 31/12/2013), while the Fixed Assets amounted to Euro 183.1 million, of which € 155.8 million related to tangible fixed assets. The short-term NFP/net equity ratio, equal to 0. 3x improves appreciably and constantly, consolidated in full security area.

INDUSTRIAL RESULTS AS AT SEPTEMBER 30, 2014

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 (33.3 MWp in full ownership and 5.8 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 44 million kWh. For the full year 2014 it is estimated that the PV assets owned by the Company will ensure a production of over 60 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).

SIGNIFICANT EVENTS OCCURRED AFTER THE END OF THE PERIOD

Noteholders’ Meeting of the bonds “TerniEnergia Euro 25,000,000.00 Notes due 2019″

October, 11, 2014 – The Noteholders’ Meeting expressed the approval to the share capital increase of TerniEnergia SpA, with the exclusion of option rights pursuant to Article 2441, paragraph 4, of the Italian Civil Code which is reserved to the shareholders of Free Energia SpA, through the issuance of new ordinary shares up to n. 6,637,168 to complete the acquisition of 100% of Free Energia, a company engaged in the trading and energy efficiency. The General Meeting approved the amendments to the financial covenants provided pursuant to art. 8 (vii) of the Terms and Conditions of the Notes, to support the repositioning of the TerniEnergia Group’s business.

Shareholders’ Meeting of TerniEnergia SpA

October, 13, 2014 – The Shareholders’ Meeting approved the proposal of a capital increase with the exclusion of the option rights, reserved to the shareholders of Free Energia SpA, through the issuance of new ordinary shares up to n. 6,637,168 to complete the acquisition of 100% of Free Energia, a company active in the trading and energy efficiency sectors. The issue price of the new shares amounts to Euro 2.26 per share. Countervalue of the transaction amounts to Euro 15 million for 100% of the shares of Free Energia SpA. The Shareholders’ Meeting approved the buy-back plan.

Launched share buy-back programme

October, 17, 2014 – Pursuant to art. 144-bis, clause 3, Consob Regulation 11971/1999 (“Issuers’ Regulation”), TerniEnergia S.p.A. launched a share buy-back programme for a total of 2.656.720,ordinary treasury shares (6% of the share capital as it was before the share capital increase resolved by the extraordinary General Shareholders’ Meeting on 13 October 2014), as authorized by the Ordinary Shareholders’ Meeting held on 13 October 2014. The programme allows the Company to carry out investment operations and to set up of a pool of securities, directly or through intermediaries, as allowed by current legislation.

Registered in the Companies Register the resolution to the capital increase for the acquisition of Free Energia SpA

October, 21, 2014 – Registered in the Companies Register the resolution to the capital increase for the acquisition of Free Energia SpA approved by the Extraordinary Shareholders’ Meeting on October 13, 2014. Subscribed to 96.63% the divisible share capital increase of TerniEnergia reserved to Free Energia S.p.A. shareholders, a company operating in the energy management and energy efficiency fields. In relation to the capital increase, Free Energia’ shares were conferred for a number equal to 96,63 % of the share capital of the company  in order to finalize the transaction.

Disclosed the new strategic lines, comes the first Italian “Smart energy company”

October, 31, 2014 – TerniEnergia disclosed the evolution of the strategic lines, towards the new Strategic Plan post-Acquisition of Free Energia SpA,, to the Italian financial community. The presentation took place in Milan, in Borsa Italiana, during the workshop “Smart to restart industry” organized by Italeaf Group, holding company and the first Italian company builder, main shareholder of TerniEnergia. The Group aims to maintain a solid financial balance and confirms a dividend policy-oriented to the shareholder remuneration. The target net income for the current year is approximately EUR 6 million. TerniEnergia has confirmed its intention to reduce the NFP in the current year (2014) by around a third. The development of a new organizational structure will be based on 4 business lines: Technical Services, Cleantech, Energy saving and Energy management.

BUSINESS OUTLOOK

The global market for photovoltaic and environmental sectors is characterized by a global high growth of investments and demand. As regards the internal market, it is published in the Italian Official Gazette the operating decree for the so-called “Spalma-Incentivi”, for PV systems over 200 kW. TerniEnergia, while confirming the profitability of the owned PV plants, has decided to take legal action to bring out the principles of unconstitutionality of the law and protect the interests of the Company and its shareholders. The Group also intends to pursue a policy of enhancement of the portfolio plants, maintaining their management, seizing the opportunities guaranteed by the secondary market and the objective of a reduction of the NFP by around a third during the year.

In the photovoltaic sector, TerniEnergia will continue to pursue growth in installed capacity, looking at those markets with stable regulatory systems and high economic growth. In addition, the Group is constantly looking for new opportunities in countries with high potential for reliability, increasing the geographic diversification of its operations.

Regarding the order backlog in South Africa, for an amount of approximately Euro 147 million, the Group is awaiting the decision of the South African authorities for the opening of the sites. The Company also continues to monitor the progress of the so-called IV BID phase of the South African government, that includes the construction of eight photovoltaic plants with a total capacity of over 500 MWp, in which TerniEnergia been identified as EPC contractor for a further two potential orders.

In the short term, the Group – as a result of the acquisition of Free Energia SpA, active in energy management field with 1.3 TWh of electricity delivered to customers energy-intensive and/or consolidated re-sellers – will start the integration completing downstream the energy value chain, resulting in increased revenue and diversification of the business. With the development of the activities of Lucos Alternative Energies, the integration of the new activities will potentially strong synergies and business opportunities, which will be the basis for a strong growth in energy efficiency and the enhancement of power generation from renewable sources.

TerniEnergia, with the goal of creating the first Italian industrial “Smart energy company”, will pursue the development of the organizational structure through 4 functional business lines: Technical Services; Cleantech; Energy saving; Energy management.

The Company will also continue the process of strengthening the scope of the environmental asset, completing a new facility for the treatment and recovery of “secondary raw material” from end of life tires in Northern Italy, at Borgo Val di Taro (PR). Finally, it is completed the process of environmental impact assessment (VIA) for the new treatment plant of industrial waste fluids in Nera Montoro (TR), for which consequently is upcoming the release of the Integrated Environmental Authorization (AIA).

FURTHER RESOLUTIONS OF THE BOARD OF DIRECTORS

The Board of Directors of TerniEnergia stated favorably about the value audit, pursuant to art. 2343-quater of the Italian Civil Code, referred to the transfer of the shares of Free Energia SpA received as a coverage of the share capital increase of TerniEnergia. In particular, the Board has approved the report stating that in the period following the execution of the Shareholders’ Meeting of October 13, 2014 which approved the capital increase by contribution in kind, there have been no exceptional circumstances that have affected the price of the shares contributed in a way that significantly change the value of such assets at the date of registration of the resolution referred above. The Council also expressed a favorable opinion on the requirements of professionalism and independence of the expert who made the evaluation in accordance with the art. 2342-ter, second paragraph, of the Italian Civil Code.

The Board of Directors, finally, in perspective of the proof changes in the Company corporate structure and activities as a result of the acquisition of Free Energia Group and considering the strategical, managerial and organizational changing needs, approved to propose to the Shareholders’ Meeting the increase of the number of the Board Directors from the current seven members to nine members, subject to the maximum limit of eleven members, set by the Articles of Association. The Board granted to the Chairman Stefano Neri the authority to proceed to convene an Ordinary Shareholders’ Meeting, taking into account the mode of appointment prescribed by law and the Articles of Association, to vote on increasing the number of directors and proceed to their appointment, to fix the term of their office and the related remuneration. The Board of Directors has shared an indication as candidates for executive directors of dr. Sergio Agosta and dr. Umberto Paparelli.

Biographical notes of the Directors indicated by the Board of Directors

Sergio Agosta was born in Novara in 1965. He served until 2013 as Director of the Energy Industrial Area of Acea SpA, coordinating the entire energy chain of Acea Group engaged in manufacturing, trading and sale of electricity and gas. From 2003 to 2009 he was the CEO of GME – Gestore del Mercato Elettrico SpA, a public company that manages the electricity markets. From 1994 to 2003 he was General Director of the Enertad Group, listed on the Milan Stock Exchange, one of the first Italian groups to operate in an integrated way in the supply chain waste-environment-production of electricity, operating successfully in Italy and abroad. During the period he was also the CEO of the TAD Holding Group. He was a member of the Board of Falck S.p.A. and Acciai Speciali Terni S.p.A.. He was a Senior Associate M&A of the Law Firm NCTM – Negri Clementi, Toffoletto, Montironi e Associati in Milan, member of the team of the Legal and M&A Directorate of Akros Finance SpA. Degree in Law at the University of Milan, participated to the “Summer School” at the London School of Economics and to the “Advanced Executive Programme”, a specialized course general management for high-potential executives of the London Business School.

Umberto Paparelli was born in Narni (TR) in 1953 and he is Chairman and CEO of Free Energia SpA. Since 2003 he has held the positions of Chairman and/or CEO in various companies, primarily in the energy sector, with whom he collaborated in development projects and reorganization and revitalization. From 2005 to 2010 he was Managing Director and General Manager of Scandolara SpA, a global leader in European primary packaging industry, taking care of internationalization (Russia, Switzerland and Slovakia) and managing the entry in the share capital of the company of a leading bank. From 1978 to 2003 he worked with increasing responsibility in the multinational corporation SGL Carbon Group, initially in the Internal Auditing and Controlling, then at the top of Global Supply Chain Management and Personnel Management, becoming a member of the Italian Board of Directors. Degree in Political Science at the University of Rome “La Sapienza”.

Declaration of the Officer responsible for preparing the corporate accounting documents

The Officer appointed for the preparation of accounting and corporate documents, Dr. 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.

Deposit of documents

Please note that the Interim Financial Report as at June 30, 2014 of the Group TerniEnergia approved by the Board of Directors of TerniEnergia today, will be available to the public, together with the report of the independent auditors, in the manner and within the time provided by law.

 

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. TerniEnergia, through Lucos Alternative Energies, 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-2014-11-14

01Nov 2014

Andrea Falchetti – CEO Incube srl / Head of Investment Banking and Structured Finance SME Banca IMI

Federico Zacaglioni – Head of Corporate Communication Italeaf

Michele Feroli – Managing Director Skyrobotic

Luciano Tommasi – Project Manager Enel Lab

Franco Gaudenti – Managing Partner EnVent Independent Financial Advisor

31Oct 2014

After the acquisition of Free Energia and the chancing in the macroeconomic and sector scenarios, the Group is focusing on developing business with cash flow generation in Italy and the consolidation of the international development

• Net income for 2014 expected to around Euro 6 million.

• Confirmed the dividend policy and the reduction of around one-third of the Net Financial Position

• 4 new business lines: Technical Services, Cleantech, Energy Saving and Energy Management

TerniEnergia SpA, active in the fields of renewable energy, energy efficiency, waste and energy management, listed on the Star segment of Borsa Italiana and paart of Italeaf Group, disclosed today the evolution of the strategic lines, towards the new Strategic Plan post-Acquisition of Free Energia SpA,, to the Italian financial community.

The presentation took place in Milan, in Borsa Italiana, during the workshop “Smart to restart industry” organized by Italeaf Group, holding company and the first Italian company builder, main shareholder of TerniEnergia.

Financial targets

The Chairman and CEO of TerniEnergia, Stefano Neri, announced that in 2014, the Group aims to maintain a solid financial balance and confirms a dividend policy-oriented to the shareholder remuneration.

The target net income for the current year is approximately EUR 6 million. TerniEnergia has confirmed its intention to reduce the NFP in the current year (2014) by around a third.

Strategic guidelines towards the new TerniEnergia Business Plan

The guidelines for strategic development anticipated by Fabrizio Venturi, Managing Director of TerniEnergia, and Umberto Paparelli, Chairman and CEO of Free Energia, include:

– Launch of the first Italian industrial “Smart energy company”, through the integration of the energy value chain from the renewable power generation, to the development of PV utility scale plants abroad, to the energy efficiency activity through innovative technologies, up to energy and waste management;

– Development of a new organizational structure based on 4 business units:

Technical Services – Power generation from renewable sources (photovoltaic), in a sustainable and economically competitive way, activities of EPC and O&M;

Cleantech – Efficient management of energy and materials recovery plants from waste and marginal resources (biodigestion and pyrogasification, ELT treatment, water remediation) and start of new business of management of vegetable oil burning power plants and trading of vegetable oil.

Energy saving – Solutions for Energy Efficiency in the lighting and industrial sectors with highly innovative technologies, Esco (through third party financing) and Espco (EPC and consulting) through the Lucos Alternative Energies subsidiary, directly managed by Free Energia (Pierluigi Cernieri Umberto Paparelli and Salvatore Pelleriti).

Energy management – Sales of Energy to energy intensive customers, software and services for energy management, administrative, financial and credit management.

 

 

The slides of the workshop “Smart to restart industry” are available on the Company’s website in the Investor Relations section at: http://www.ternienergia.com/index.php/presentazioni-2/

 

TerniEnergia, a company incorporated in September of 2005 and part of Italeaf Group, 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.

TerniEnergia, through Lucos Alternative Energies, 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.

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.

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

Press Release_TE-2014-10-31

21Oct 2014
  • Subscribed to 96.63% the divisible share capital increase of TerniEnergia reserved to Free Energia S.p.A.’ shareholders, a company operating in the trading and energy efficiency field.
  • In relation to the capital increase, Free Energia’ actions were conferred for a number equal to 96,63 % of the share capital of the company  in order to finalize the transaction

TerniEnergia SpA, a company active in the renewable energy field, energy efficiency and waste management and part of the Italeaf Group, listed on the Star segment of Borsa Italiana, communicates that as at today the resolution approved by the Extraordinary Shareholders Meeting held on October 13,  2014 has been registered  to the Register of Companies at the Chamber of Commerce in Terni.  Such a resolution has as its object the share capital increase from Eur 50,529,680 to Eur 57,166,848, through the issuance up to no 6,637,168 TerniEnergia ordinary shares, to be signed through contribution in kind of shares of the company “Free Energia SpA”, with the exclusion of option rights pursuant to Article 2441, fourth paragraph, of the Italian Civil Code, according to the issue price of Euro 2.26 per share, of which Euro 1.26 per share premium, up to a maximum of Euro 15 million.

As at today no.6,413,703 TerniEnergia  shares have been subscribed resulting from this capital increase, and corresponding to 96.63% of the total amount approved against which  Free Energia shares were transferred  for a number equal to 96.63% of the share capital of the same. As a result of such consideration, the authorized share capital amounts to EUR 57,166,848, while the subscribed and paid amounted to EUR 56,943,383.00.

The newly issued shares of TerniEnergia paid by the shareholders of Free Energia are currently no.6.413.703, representing 14,57% of the share capital of TerniEnergia and the related  trading on the regulated  market will be possible only after the release by Consob of the  authorization to publish the Company prospectus  aimed  to be admitted to the  trading of the new shares. At the date of this press release the authorization by Consob is still pending. As a result of these subscriptions subject to the deadline of December 15, 2014 for any further subscriptions carried out by  shareholders of Free Energia, and except as specified with reference to the request for permission to publish the prospectus relating to the admission to trading of the new shares, the goal of the acquisition of Free Energia  by TerniEnergia is to be considered positively reached, for an amount  of Euro 14,494,968.

 

TerniEnergia, a company incorporated in September of 2005 and part of Italeaf Group, operates in renewable energy sector and is active in the photovoltaic field. 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.

TerniEnergia, through its controlled company Lucos Alternative Energies, 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_TEFREE-2014-10-21

17Oct 2014

Pursuant to art. 144-bis, clause 3, Consob Regulation 11971/1999 (“Issuers’ Regulation”), TerniEnergia S.p.A. a company active in the renewable energy sectors, energy efficiency and waste management, listed on Star segment of Borsa Italiana, has announced the launch of a share buy-back programme for a total of 2.656.720,ordinary treasury shares (6% of the share capital as it was before the share capital increase resolved by the extraordinary General Shareholders’ Meeting on 13 October 2014), as authorized by the Ordinary Shareholders’ Meeting held on 13 October 2014.

The programme allows the Company to carry out investment operations and to set up of a pool of securities, directly or through intermediaries, as allowed by current legislation. It may also be used for :

– Acquire a portfolio consisting of TerniEnergia ordinary shares to be used as consideration for any extraordinary transactions, through an exchange of equity or as a subject of the transfer, or for other purposes deemed of strategic, financial, industrial and/or operational interest of the Company;

– Providing shareholders with an additional tool to monetize their investment;

– Buy shares in a medium and long term investment perspective;

– Intervening directly or through intermediaries, in accordance with the existing provisions, to contain abnormal movements in prices or to stabilize the performance of trading and prices in the event of momentary phenomena caused by an excess volatility or low trading liquidity.

Purchase transactions are not instrumental to the reduction of share capital by cancellation of treasury shares purchased, nor intentionally aimed at delisting the Company’s operations.

The unit price for the purchase of shares can not be higher or lower than 10% compared to the reference price recorded by the shares in the trading session prior to each individual transaction.

From the point of view of the consideration for the sale of treasury shares purchased, the Board of Directors shall have the discretion to determine, from time to time, price and/or any additional condition, mode and time of use of treasury shares, token into account the performance of the share price in the period prior to the transaction and the best interests of the Company, in each case with the procedures, terms and requirements conform to accepted market practice and in compliance with the regulations from time to time applicable.

As for the daily volume of transactions relating to the program, the purchases will not exceed 25% of the average daily volume of shares traded in the 20 trading days preceding the date of each purchase.

By the second day of the trading week the Company will give notice to the market and the relevant authorities of the details (number of shares purchased, average price and total equivalent value) of the transactions made in the previous trading week.

As of today, the Company holds 7,500 treasury shares (around 0.02% of the share capital). The buy-back programme may also be implemented in a number of tranches within 18 months of the date of the aforementioned shareholders’ resolution.

The authorization to dispose of treasury shares purchased from time to time and held in the portfolio is no time limit. The Board of Directors may proceed with the completion of the authorized operations in one or more times.

 

TerniEnergia, a company incorporated in September of 2005 and part of Italeaf Group, operates in renewable energy sector and is active in the photovoltaic field. 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.
TerniEnergia, through its controlled company Lucos Alternative Energies, 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_TEAZPRO-2014-10-17