TerniEnergia S.p.A. (“TerniEnergia” or the “Company”), a company operating in the renewable energy sector and listed on Mercato Telematico Azionario (MTA) organized and managed by Borsa Italiana S.p.A., announces today that, further to today’s announcement on the launch of the private placement, it has now completed the first stage of its share capital increase, with exclusion of pre-emptive rights pursuant to article 2441(5) of the Civil Code, approved on 6th August, 2010 by a resolution of its extraordinary shareholders’ meeting (the “Share Capital Increase”) reserved to Italian and foreign institutional investors, excluding investors in the United States of America, Australia, Japan and Canada (the “Institutional Placement”)
Taking into account current market conditions, the Company has decided to launch the Share Capital Increase for an amount of less than the maximum amount of Euro 60 million, but nevertheless sufficient to achieve the minimum free float required to trade its shares on the STAR segment of the MTA.
The first round of the Share Capital Increase, fixed at up to 3 million shares, was wholly subscribed, raising a gross amount of Euro 10.8 million.
The placement price for the new shares is Euro 3.60 per share (the “Placement Price”) against a net asset value amounting to Euro 0.67 per share, calculated on the basis of the Company’s assets and liabilities statement as at 30th September, 2010. The Placement Price was also determined with regards to the weighted average official price of the Company’s shares in the last six months equal to Euro 3.74 per share.
The Placement Price was determined through an accelerated book-building process, taking into account both (i) the quantity and quality of demand expressed by 14 institutional investors, as well as (ii) current trends in the domestic and international capital markets. Payment for the new shares is scheduled to take place on 11th November 2010. On the same date the new shares will be admitted to trading on the MTA.
Further to the Institutional Placement, Mr Stefano Neri, Chairman and CEO of the Company, who directly and indirectly controls the Company, decreased its shareholding in the Company from 69.21% to 61.74%. Mr. Neri remains the controlling shareholder of the Company.
The Share Capital Increase is aimed at enhancing the Company’s strategic objectives. The proceeds will therefore be used exclusively to consolidate the Company’s leading position in the construction of photovoltaic plants in Italy and further develop power generation through fully-owned plants or plants managed by the Company’s joint ventures.
For the purposes of this transaction, TerniEnergia and the controlling shareholder T.E.R.N.I. Research undertook lock-up obligations on the Company’s shares for a 180 days period.
BNP Paribas is acting as sole Global Coordinator and Bookrunner of the Institutional Placement; Centrobanca S.p.A. and Equita SIM S.p.A. act as Co-Lead Managers. Norton Rose and EnVent S.r.l. are acting, respectively, as deal legal advisor and financial advisor to the Company. The Listing Prospectus is available at the Company’s registered office in Terni, Via Luigi Casale s.n.c., at Borsa Italiana S.p.A. headquarter, in Milan, Piazza Affari no. 6, as well as on the Company’s website www.ternienergia.com.
