Financial News

Financial News

04Aug 2014
  • The entrance of Free Energia in the TerniEnergia Group will integrate downstream the energy value chain, inserting the new business of trading and innovative energy services
  • Planned the development of the new activities of vegetable oil trading and management of vegetable oil burning power plants
  • The acquisition transaction shall be performed through a share capital increase to be resolved by TerniEnergia, to be addressed exclusively to Free Energia’s shareholders and to be subscribed through contribution in kind of Free Energia shares
  • A number of shares representing 15% of TerniEnergia share capital after the relevant increase shall be assigned to Free Energia shareholders, in case of contribution of shares representing 100% of Free Energia shares. No payment by cash is contemplated by the investment agreement  
  • The transaction is subject to several conditions precedent
  • The agreement followed by a final review of the Business Plan of TerniEnergia

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TerniEnergia SpA, a company active in the fields of renewable energy, energy efficiency and waste management, listed on the Star segment of Borsa Italiana, and Italeaf, the first Italian company builder and holding company, majority shareholder of TerniEnergia, signed an investment agreement for the acquisition of 100% of the share capital of Free Energia S.p.A. with the representative shareholders of the Company[1] who acted also on behalf of some remaining shareholders of Free Energia.

The Chairman and CEO of TerniEnergia, Mr Stefano Neri, said:

“The acquisition of Free Energia is a strategic objective for TerniEnergia, which is integrating downstream the energy value chain. In particular, TerniEnergia is adding to its core activities (renewable power generation, guaranteed by the fully-owned photovoltaic assets, and industrial scale energy efficiency, through the subsidiary Lucos Alternative Energies) the new business of electricity trading for energy-intensive customers and consolidated re-sellers and of smart energy services, in a fast growing phase and with significant growth opportunities, due to the possibility of integration between the electric utility industry and the digital one. This transaction creates one of the most important Italian independent groups, active in the integrated business of renewable energy, energy efficiency and waste management. The acquisition also meets several strategic targets of TerniEnergia, as the significant increase and diversification of the Group’s revenues, the enlargement of the scope of core activities, with the integration in the value chain of technological innovative services, the enrichment of the portfolio with a valuable brand, which grew more than the market average in a very competitive cathegory and, finally, the opportunity to develop strong cross-selling business opportunities in the fields of energy efficiency and energy sales. Finally, TerniEnergia is entering into the promising market of the management and sale of services to vegetable oil burning power plants, where Free Energia aims to achieve the national leadership”.

The Chairman and CEO of Free Energia, Mr Umberto Paparelli, stated:

“As a result of the respective due diligence activities, we met all the requirements, forming the assumptions of the transaction, related to the development opportunities of Free Energia. Being part of TerniEnergia Group, is for Free Energia a great opportunity to increase the value, in terms of financial and operational, of our activity and to bring our services to an higher level in existing markets and expand in emerging markets. It is quite clear, in fact, the opportunity to create a global and evolved platform to maximize the economic returns associated with the integrated activities of production, management and sale of energy, thanks to the actual strong expansion of commercial network dedicated to the energy saving services. Free Energia will be able to use all the financial and operational synergies to plan a growth strategy focused on developing business highly complementary to those of TerniEnergia“.

Free Energy, a company that in 2013 had revenues for Euro 100 million, and that in the first half of 2014 recorded a turnover of € 85 million, with an EBITDA of 3.5 million, operates as an innovative energy trader, with 1.3 TWh of electricity delivered to energy-intensive customers and/or consolidated re-sellers.

Notably, through its subsidiaries Feed and Enersoft, Free Energy is active in trading, brokerage and management of electricity and gas; in the design, construction and installation of industrial plants and provision of related services and maintenance; in the services dedicated to producers of energy from renewable sources, to optimize the profitability conditions of the plants, including through the sale of vegetable and sustainable oil; in the consultancy field of pricing strategies, recovery and energy savings; in the in-house designing, implementation and management of services and remote control systems and in the development of innovative software for the energy sector.

Free Energia offers a variety of value-added integrated services for companies producing renewable energy, which normally move only on the power generation. The management system is based on an integrated package of services conveyed through a platform in-house built. Organized in a simple and flexible way, Free Energia is able to seize the opportunities of a market characterized by rapid and complex changes, succeeding to meet the energy needs of its customers.

The structure of the transaction will consist of a capital increase of TerniEnergia, reserved to shareholders of Free Energia  to be subscribed through the contribution of  Free Energia shares. There is no cash outlay.

The transaction closing is subject to certain conditions precedent including the positive pronouncement of certain entities including banks and bondholders of the Companies; the authorization by Consob to publish the prospectus for the TerniEnergia Shares to be issued against the capital increase; the approval by the TerniEnergia extraordinary Shareholders Meeting of the Capital Increase to be subscribed by contribution of shares. All the conditions precedent have to occur by no later than December 31st, 2014.

As a result of the signing of the investment agreement, TerniEnergia is going to prepare a new consolidated business plan that takes into account the integration of Free Energia activities with those of TerniEnergia and its group of subsidiaries.

TerniEnergia is assisted by Power Capital, as financial advisor in the transaction.

Francesca Ricci, of the law firm Predieri Ricci, and Federica Pomero, Daria Pastore and Antonella Calogiuri, of the law firm Legance, assisted respectively TerniEnergia and Free Energia and its reference shareholders as legal advisors.

[1] Umberto Paparelli, Pierluigi Cernieri e Salvatore Pelleriti


28Jun 2014
  • Placement value of 2.5 euro per share
  • Stefano Neri (Chairman): “Our Group will operate worldwide to promote Made in Italy technology and innovation”
  • The company admitted to the “Hong Kong Science & Technology Parks”
  • The Vice President of NASDAQ OMX Nordic, Adam Kostyàl, announced agreements with Italian banks for the implementation of online  trading platforms

Italeaf, holding company and first Italian company builder active in cleantech and smart innovation sectors, presented to investors and press the planned flotation of shares on the MTF NASDAQ OMX First North in Stockholm Stock Exchange, after a private placement operation. There is an ongoing capital increase reserved for a maximum of 800,000 shares for a total of 2 million Euros, which will bring the total share capital to 17 million.

“Italeaf, by the summer, will be of the first Italian company listed on the Swedish market – said the Chairman, Mr Stefano Neri – Our choice is made for a number of reasons: first of all, for the sensitivity of Nordic investors for clean technologies, innovation and social responsibility. And then for the steady growth of interest in Nasdaq OMX, a market that is catalyzing attention for the rapid growth in Europe, but not yet fully appreciated in Italy. Finally, to avoid overlap between Italeaf and TerniEnergia, which already operates in the Star segment of Borsa Italiana, owned by LSE. The shareholders’ meeting decided on the placement price, that will be 2.5 euro per share. Ourhe goal is to continue to create value, broad the shareholder base and increase the brand awareness. Italeaf wants to to represent an attractive factor for new businesses and startups in the areas of high innovation, technology and reducement of environmental impact”.

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16Jun 2014

ITALEAF: the Shareholders’ Meeting approves the listing project on NASDAQ OMX First North Stockholm

  • Approved the capital increase with exclusion of the option privilege for a maximum amount of Euro 2 million at the service of the private placement

  • Italeaf will be the first Italian company to apply for listing on the NASDAQ OMX First North in Stockholm Stock Exchange

The Shareholders’ Meeting of Italeaf, holding company and first Italian company builder active in cleantech and smart innovation sectors, met today in ordinary and extraordinary session chaired by Stefano Neri.

Ordinary Session

The Shareholders’ Meeting, in ordinary session, unanimously approved the project of listing of company’s shares on the multilateral trading facility NASDAQ OMX First North of Stockholm Stock Exchange, following a private placement transaction, pursuant to Italian Laws, in particular art. 100 letter. a) and b) of Legislative Decree 58/1998, aimed at creating the necessary floating for listing. First North is the multilateral trading facility organized and operated by NASDAQ OMX.

The transaction is inserted in the path of growth that Italeaf has followed continuously since its incorporation and is therefore aimed at:

–          Broaden the shareholder base and increase the brand awareness;

–          Increase the channels of financing to develop and expand the corporate activity and support the investments;

–          Increase the visibility at the international level, and get a full appreciation of the economic value of the company;

–          To support the company’s expansion in areas sensitive to technological innovation, not yet mature, and where there is scope for growth in the short term.

In particular, Italeaf aims to invest in innovative startups in sectors with high growth prospects and international vocation. The listing will facilitate the exit strategy for the subsidiaries, in order to generate value for the shareholders and reinvest in new projects.

Italeaf is the first Italian company to request access to the capital market operated by NASDAQ OMX Nordic, with the objective of strengthening the international development through the subsidiaries in the UK and Hong Kong, where the Group intends to develop a research applied center for the development of new products within the Hong Kong Science & Technology Parks.

Finally, through the listing, Italeaf intends to enhance its real estate property and industrial facilities through the construction of infrastructure to support the activities of the startup ecosystem (eg: the design of an eco-industrial park developed by the Politecnico di Milano University).

Italeaf is assisted by Mangold Fond Kommission AB as Certified Adviser.

The Shareholders’ Meeting also approved on the following points:

– Presentation to NASDAQ OMX’s application for admission to trading of the shares of the multilateral system named NASDAQ OMX First North.

Extraordinary Session

The Shareholders’ Meeting, in extraordinary session, approved the capital increase reserved, with exclusion of the option privilege, to a maximum of Euro 2 million aimed at creating the necessary float for listing on NASDAQ OMX First North. The new shares for the listing will be reserved for investors in Italy and abroad (excluding the United States of America, Canada, Japan and Australia) and other selected investors, but still falling within one of the exemptions provided for by Italian Laws, in particular Art. 100 of the TUF letter. a) and b) of Legislative Decree 58/1998.

Following this transaction, Italeaf will reach the requirements for admission on NASDAQ OMX First North, and in particular at least 100 shareholders with liquidity provider and at least 10% of share capital in public hands.