- Approved the transfer of 50% stake owned by TerniEnergia related to the joint venture Energie Ltd to EDF-EN Italia SpA.
- Approved the option for the sale to TerniEnergia of the 50% stake owned by EDF-EN Italia related to the joint venture EnergiaAlternativa Ltd.
- Approved the acquisition of a groundwater purification industrial plant from Italeaf SpA.
- Adhesion to the regime of semplification of the disclosure requirements pursuant to Consob Resolution no. 18079 of January 20th, 2012.
The Board of Directors of TerniEnergia S.p.A. has reviewed and approved today an agreement with EDF EN Italy, which provides for the transfer operated by TerniEnergia to EDF EN Italia of the share equal to 50% of the share capital of the Joint Venture Energie Ltd.
The company Energie owns 13 industrial sized photovoltaic plants for a total capacity of 16.5MWp. The value of assets shall be determined according to the algebraic sum of the Enterprise Value on 100% of the joint venture amounted to Euro 61.6 million, and the value of the net adjusted financial position resulting from the financial statements of the company as at December 31st , 2012. The price of the portion of TerniEnergia will be, therefore, equal to 50% of that value. At the signing of the act, scheduled on December 20th., 2012 but with effect from December 31st , 2012, will be paid a deposit of Euro 0.3 million. The balance will be paid by EDF EN Italy by March 31st, 2013. The parties have developed a simulation of the purchase price on the basis of an estimated situation as at December 31st, 2012, which shows a countervalue of approximately € 5 million. The final price will be also defined following the approval of the Financial Statements 2012 of Energie Ltd.
The Board of Directors of TerniEnergia subsequently approved the operation in favor of EDF EN Italy of an Option pursuant to which the latter has the right to transfer the amount equal to 50% of the share capital of the JV EnergiaAlternativa Ltd, which owns 12 photovoltaic plants for a total capacity of 13.9MWp by June 30th, 2013. In the event of exercise of such option by EDF EN Italy, TerniEnergia will be required to purchase the above share.
The parties have already established any procedures for determining the purchase price, following a procedure similar to the operation related to the JV Energie. In particular, the value of the assets shall be determined on the algebraic sum of the enterprise value for 100% of the joint venture amounted to Euro 54.3 million, and the value of the adjusted net financial position resulting from the sub-annual balance sheet prepared at the effective date of the transfer. The price of the share of EDF EN Italy will, therefore, equal to 50% of that value. The final price will be also determined following the approval of the sub-annual budget of EnergiaAlternativa Ltd. The Board of Directors of TerniEnergia, within the strategic guidelines of the new business plan baseline, which envisages strengthening the remediation business, has also approved the acquisition of the business unit which consists of industrial plants for the purification of groundwater from Italeaf SpA, a wholly owned subsidiary of TERNI Research SpA, which also holds 62.18% of TerniEnergia SpA . Given that this is a transaction with a related party, pursuant to the procedures relating to transactions with related parties approved by the Board of Directors of TerniEnergia on November 30th,, 2010, the Board of Directors has acquired an appraisal by an independent expert and the positive opinion of the Committee for Transactions with Related Parties. They unanimously approved the aforementioned acquisition of the new business. The deed of sale is scheduled on December 21st, 2012.
This business unit consists in the ownership of the buildings and industrial installations treatment plants of groundwater with significant processing capacity to service the industrial site of Nera Montoro, in the municipality of Narni (TR). Following the acquisition, TerniEnergia will succeed Italeaf in the ownership of the operational management of these plants, according to a contract signed with Syndial SpA (ENI Group), that will expire in the year 2021 for a total consideration of € 1.3 million/year . In particular, TerniEnergia will take care of routine maintenance, repairs, and technical / administrative supply of chemicals and technical materials and disposal of waste. The price for the sale of the business amounted to € 1.9 million and will be adjusted with the offset payments by TerniEnergia towards Italeaf
Stefano Neri, Chairman and Ceo of TerniEnergia, commented as follows:
"With these operations we put another important piece in the mosaic of the industrial repositioning of TerniEnergia, in line with the strategic guidelines outlined in the" Business Plan 3.0 "of the Company. Transactions initiated with EDF EN Italy, represent the formal beginning of a process of valuation of assets represented by the ownership of industrial sized photovoltaic plants. The rationalization of the investment is, in fact, strategic to optimize revenues from power generation and to improve operational efficiency in the management of photovoltaic plants and in the sale of energy. With the acquisition of the business unit of water purification from Italeaf, however, TerniEnergia laid the foundations for the strengthening of the business of water purification, where the company has already the resources and expertise and for which it has already been considered a portion of investments planned for 2013. The industrial building, facilities and areas falling within the scope of the business are, in fact, at the service of an expansion project in the investment programs of TerniEnergia, which involves the construction of a plant for the treatment of liquid waste, with opportunities to exploit synergies between the existing plant and that of new construction"
Other resolutions of the Board of Director
The Board of Directors of TerniEnergia SpA, pursuant to art. 3 of CONSOB Resolution no. 18079 of January 20th, 2012, has finally decided to join the opt-out regime provided in Articles. 70, paragraph 8, and 71, paragraph 1-bis of Consob Regulation no. 11971/99 (as amended), therefore making use of the possibility to derogate from the obligations to publish information documents laid down in Annex 3B of the aforementioned Consob Regulation on the occasion of significant operations of merger, capital increase by contribution in real estate, acquisitions and disposals.
