The Noteholders’ Meeting of the bond Algowatt Tv Eur6m+1,5 Dc27 Amort – ISIN Code: IT0004991573 approves the amendment of the loan Terms and Conditions

• The board of directors approves 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, proposed by the Board of Directors to the Extraordinary Shareholders Meeting, amounts to Euro 2.26 per share
• Turnover of the transaction amounts to Euro 15 million for 100% of the shares of Free Energia
• The Board of Directors verified the requirements of independence and professionalism of the expert appointed to write the appraisal report, dr. Luigi Tardella, partner of Ambers & Co.
• The Chairman and CEO, Stefano Neri, received the mandate to convene an extraordinary Shareholders’ Meeting and the Bondholders’ Meeting to approve the capital increase
• The Chairman and CEO, Stefano Neri, received the mandate to convene the ordinary Shareholders’ Meeting to approve the buy-back plan

The Board of Directors of TerniEnergia SpA, a company active in the fields of renewable energy, energy efficiency and waste management, listed on the Star segment of Borsa Italiana, with reference to the press release dated August 4, 2014, has approved today the proposal to the Extraordinary shareholders’ Meeting of a capital increase, with exclusion of the option rights, reserved to the shareholders of Free Energia SpA, for the acquisition of Free Energia, pursuant to the art. 2441, paragraph 4, of the Italian Civil Code. The Chairman and CEO of TerniEnergia, Mr Stefano Neri, stated: “Thanks to this transaction, TerniEnergia takes another step towards the establishment of one of the most important independent Italian group into the smart energy sector, active in the integrated business of renewable energy, energy efficiency and waste management. The extraordinary Shareholders’ Meeting and the Bondholders Meeting will be convened in the first half of the month of October 2014, to give the green light to the acquisition of Free Energia”. Share capital ncrease The capital increase in tranche will be subscribed through contribution in kind, with the exclusion of option rights, through the issue up to no. 6,637,168 of new no par value ordinary shares. The proposed issue price is equal to Euro 2.26 per share, of which Euro 1.26 per share by way of premium. Following the capital increase, the share capital of TerniEnergia will be, therefore, from Euro 50,529,680 to a maximum of Euro 57,166,848. The capital increase may be paid up by the contribution of n. 3,375,152 shares, representing 100% of the share capital of Free Energia SpA, or representing a lesser percentage if it were transferred a smaller number of shares of Free Energia, on the understanding that the contribution will concern shares for at least a percentage equal to 93.52% of the share capital. Consequently, will be assigned to the subscribers at least n. 6,207,080 shares, attributable to each Free Energia shareholder in proportion to the shares the same transferred. Following this transaction, the Shareholders of Free Energia, due to the shares of TerniEnergia they will receive in exchange for the contribution in kind, will hold a cumulated market share of about 15% of the share capital of TerniEnergia post-share capital increase. To determine the issue price, the Board of Directors of TerniEnergia has relied on the advice of Power Capital, as financial advisor. The price proposed by the Board for each newly issued share, equal to euro 2.26, is higher than the net book value per share of the Company and also is higher than the weighted arithmetic average of the share price of the last semester. The transaction is subject to a number of conditions precedent, including the positive pronouncement of some subjects such as banks and bondholders of the Company, the resolution by the extraordinary Shareholders Meeting of TerniEnergia of the capital increase to subscribe through the transfer of the newly issued shares, the authorization by Consob to publish a prospectus for listing of the Shares to be issued by TerniEnergia. The conditions precedent have to occur before December 31, 2014. Reasons for the transfer, expected benefits and impacts on the management programs of TerniEnergia The reasons for the transaction can be summarized as follows: –        Downstream integration of the energy value chain of TerniEnergia with the new business of energy trading, towards electric consumer customers and consolidated re-sellers, and of smart energy services, that are growing rapidly and with considerable development opportunities. These new activities will be added to those of photovoltaic power generation, guaranteed by the assets owned by TerniEnergia, and the industrial scale energy efficiency, through the subsidiary Lucos Alternative Energies; –        Integration among the electric utility industry and the digital one; –        Entry into the promising market of the management and sale of services to vegetable oil burning power plants sector, in which Free Energia aims to achieve a national leadership. In particular, the choice to proceed with a capital increase by contribution in kind, is dictated by the following reasons of convenience: –        No cash payment for TerniEnergia; –        implementation of financial and operational synergies to start a new growth strategy, focused on developing highly complementary business between TerniEnergia and Free Energia. Report pursuant to art. 2441, comma 6, of the Italian Civil Code The report of the Board of Directors prepared pursuant to art. 2441, comma 6, of the Italian Civil Code,  and to the articles 70, comma 3, 3 and 125-ter of CONSOB Regulation 11971/99, together with the report of the independent expert in charge of the evaluation of Free Energia SpA share value and the opinion of the independent auditors PricewaterhouseCoopers SpA on the fairness of the issue price of the shares, will be made available to shareholders accordance with the law. Requirements of independence and professionalism of the expert responsible to evaluate the shares of Free Energia SpA subject to transfer in the share capital of TerniEnergia following the related share capital increase The Board of Directors of TerniEnergia conducted the assessment on the existence of the requirements of independence and adequate and proven professionalism of dr. Luigi Tardella, partner of Ambers & Co., as the person in charge of the transferring company Free Energia SpA, for the evaluation of estimation of the share transferred as part of the acquisition of Free Energia referred to the Investment Agreement signed in August 1, 2014. The assessment by the Board of Directors concluded with the confirmation of the existence of the requirements of independence and adequate and proven professionalism of that expert, pursuant to art. 2343-ter, comma 2, letter. b) of the Italian Civil Code. Calling of the Bondholders’ Meeting The Board of Directors has determined to give mandate to the Chairman and Chief Executive Officer, Mr. Stefano Neri, to call the Bondholders’ Meeting, pursuant to art. 12 of the Bond TerniEnergia 2019 Regulations, to vote on the approval of the acquisition of Free Energia. Calling of the Ordinary and Extraordinary Shareholders’ Meeting of TerniEnergia The Board of Directors has determined to give mandate to the Chairman and Chief Executive Officer, Mr. Stefano Neri, to call the Extraordinary Shareholders’ Meeting of of TerniEnergia to decide on the the share capital increase for the acquisition of Free Energia. The Board of Directors has determined to give mandate to the Chairman and Chief Executive Officer, Mr. Stefano Neri, to call the Ordinary Shareholders’ Meeting to vote on the plan for the purchase of own shares (buy-back), already approved by the Board on March 31, 2014.   This press release is also available on the Company’s website:www.ternienergia.com.   TerniEnergia, a company incorporated in September of 2005 and part of Italeaf, 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.

Updates from the construction sites of Expo Milano 2015 thanks to the Skyrobotic (a Italeaf company) drones and the project “Belvedere in the city.”
Until April 2015, every week, a drone will start from a pitch site located in the Exhibition EXPO 2015 and will fly at different heights the yard, taking up the progress of work. Recording, or sending images in the case of direct, will take place with the camera attached in 4G LTE TIM provided by Fidogroup.

• Signed an agreement for the supply of multicopter SR-SF6 for the project “Belvedere in the City” of Telecom Italia and Expo 2015 Milan
• Through video footage edited by Fidogroup through the Skyrobotic drones will be possible to follow the progress of the construction site of the Universal Exhibition
• The strategic partnership with Fidogroup allowed to integrate into the Skyrobotic unmanned aircraft system the most advanced technologies of video capture with 4K standard
• Thanks to this application, Skyrobotic become the industrial reference for the market of filming, broadcast and video streaming

Skyrobotic, active in the design, development and industrial production of unmanned aerial systems (drones) and part of Italeaf Group, and Fidogroup, a leader in the field of ICT services with a focus on technologies for communication and events, signed a agreement for the supply of multicopter SR-SF6 for the project “Belvedere in the City” of Telecom Italia and Expo 2015 Milan.

From September, anyone can follow the progress of the works on the construction site of the Universal Exhibition. Every week in Expo Gate, which will become the “panoramic viewpoint” on the exhibition site into Milan town, and on the web pages and social channels of Expo 2015, will be showed the videos captured by the Skyrobotic SR-SF6 drone in the construction sites area, thanks to the integration with the Fidogroup technologies of video capture.

The agreement was presented at the Triennale of Milan as part of the opening ceremony of the new multi-functional space TIM4Expo, which has the objective of promoting innovation and previews of services and solutions designed for the Universal Exhibition.

Michele Feroli, Managing Director of Skyrobotic, commented:

“The SR-SF6 drones used have six rotors in electric propulsion, high efficiency and are controlled by the last generation of autopilots developed by SkyRobotic, that is able to supply advanced automatic features in the video footage in real time. The SkyRobotic UAS has, among other things, a termination solution of the flight with redundant systems, the ability to define “No Fly Zone” and a whole host of features to ensure maximum safety of the flight in any operational scenario. The SR-SF6, in the specific configuration for the reliefs of Expo, is equipped with a system of payload stabilized and protected from the vibrations capable of accommodating cameras, especially cameras with 4K standard, infrared sensors and other systems for the detection of environmental characteristics. The system is capable of displaying video transmission to ground of the image taken by the camera on board to allow the correct composition of the shots. Thanks to a partnership with Fidogroup and Telecom Italia, we were have developed a strong integration between the 4G LTE standard for the communication of high speed data access, streaming video to ground and the core infrastructure of the drone. The effect you get is very spectacular and allows the development of solutions based on technologies Skyrobotic able to provide a high value-added applications in broadcast and film“.

Giovanni Cicu, CEO of Fidogroup, stated:

“With this transaction we confirm our leadership in next-generation services at support of the most important media events, institutional, financial, sports and communications, in Italy and in the World. For the “Belvedere project in the city”, we used a system of production to 4K video, which enables the production of video content with a resolution 4 times higher than standard Full HD, with the ability to build and deliver movies with infinite detail, quality and flexibility“.

For the realization of the video, Skyrobotic used a Panasonic LUMIX 4K camera that allows the best combination of the weight of the payload, image quality and performance of the unmanned aircraft system. The video capture activity was made in compliance with the relevant legislation, and the Italian Civil Aviation Authority regulations with the highest considerations for safety, reliability and risk mitigation.

The videos made with the Skyrobotic drones will be viewed within TIM4Expo, that is a space of 120 square meters which is a meeting point for all partners and that can also be used for exhibitions, cultural events, meetings on the topics of food, sustainability and excellence of Made in Italy. It is a technology showcase, a place of information and experimentation that will allow people to discover and share your entire digital eco-system of Expo Milano 2015 and to have an overview of the main innovative solutions that will be used in the future.

Green Tales, an Italeaf incubated company, will be protagonist of the European Edition of the Maker Faire Rome,  the largest event in the world of innovation, an exhibition devoted to professional makers and to all the the families  that focuses on creativity and inventiveness in addition to being the celebration of the “Maker Movement”.
The Maker Faire is the place where the innovators of the third millennium show the projects they’re working on and share technological knowledge and craftsman.

1101 Chaotic Robots – is the project developed by Green Taleas and the Haklab Terni to the Maker Fair http://www.makerfairerome.eu/project/1101-chaotic-robots-145/
Green Tales & Hacklab Terni
Green Tales is an innovative start-up founded in 2013, digital workshop offering custom 3D printing and prototyping.The Hacklab Terni is a center for peer learning and sharing knowledge, since 2011.

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

• 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

TerniEnergia SpA, a company active in the fields of renewable energy, energy efficiency and waste management and part of the Italeaf Group, listed on the Star segment of Borsa Italiana, announces that on October 11, 2014 the Noteholders’ Meeting of the bonds “TerniEnergia Euro 25,000,000.00 Notes due”, 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 the the share capital increase with the exclusion of option rights pursuant to Article 2441, paragraph 4, of the Civil Code reserved to the shareholders of Free Energia SpA, through the issuance of new ordinary shares up to n. 6,637,168 of TerniEnergia shares, to refine, through a contribution in kind, the acquisition of 100% of Free Energia, a company active in the trading and energy efficiency, as extraordinary transaction whose value exceeds the 15% limit of the outstanding corporate capital of the Company.

The Noteholders’ Meeting approved the amendments to the financial covenants, required by the Company pursuant to article 8(vii) of the Terms and Conditions of the Notes, as follows:

– from 6 February 2016, in every semi-annual and annual balance sheet:

(i) Interest Coverage Ratio equal to or greater than 2.0X;

(ii) Net financial debt / EBITDA: equal to or less than 7.0X;

(iii) Net financial debt corporate / EBITDA : equal to or less than 4.0X;

– from 6 February 2017, in every semi-annual and annual balance sheet:

(i) Interest Coverage Ratio equal to or greater than 2.25X;

(ii) Net financial debt / EBITDA: equal to or less than 6.0X;

(iii) Net financial debt corporate / EBITDA : equal to or less than 3.50X;

– from 6 February 2018, in every semi-annual and annual balance sheet:

(i) Interest Coverage Ratio equal or greater than 2.50X;

(ii) Net financial debt / EBITDA: equal to or less than 5.0X;

(iii) Net financial debt corporate / EBITDA : equal to or less than 3.25X.

The amendments to the financial covenants to support the repositioning of the TerniEnergia Group’s business, through the acquisition of Free Energia SpA, aims to achieve the following objectives:

– The implementation of financial and operational synergies to plan a growth strategy, focused on developing business highly complementary to those of existing TerniEnergia;

– A significant increase and diversification of the Group’s turnover;

– The expansion of the scope of core activities, with the integration in the value-chain of services technologically innovative;

– the enhancement of the portfolio with a strong brand, which grew more than the market average, in a very competitive category;

– The development of strong cross-selling business opportunities in the fields of energy efficiency and energy sales;

– The maximization of economic returns associated with the integrated activities of production, management and sale of energy, thanks to the strong expansion of the sales network for services in energy savings;

– Entry into the promising market of the management and sale of services to certified vegetable oil burning power plants, a sector in which Free Energia aims to achieve a national leadership.

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_TE-2014-10-13