TERNIENERGIA: green light from the Board of Directors to a loan of total amount of Euro 20 million from Veneto Banca

  • Performed the self-assessment procedure on the composition of the Board of Directors
  • The CEO Stefano Neri appointed Head of the internal control system and Risk management
  • Approved the Adjustment to Model 231 and confirmed the members of the Supervisory Body
  • Approved the adjustment of the remuneration of guarantees issued by parent company T.E.R.N.I Research S.p.A.

 

Terni, December 20th, 2013

The Board of Directors of TerniEnergia, a company active in the renewable energy sectors, energy efficiency and waste management, listed on Star Segment of Borsa Italiana, at today’s meeting, in relation to the self–assessment procedure, pursuant to the Corporate Governance Code published by Borsa Italiana and following the changes occurred in the components of the Administrative Body, expressed a positive judgment about the measures of its adequacy, its composition, professionalism, as type and variety of skills and experience, of its operation and the one of the committees set up within the company.

The Board of Directors then appointed the Ceo Stefano Neri as Director of the Internal Control System and Risk Management. The Board of Directors approved an update of the Model pursuant to Law 231/2001 and confirmed the appointment of the following members of the Supervisory Committee: Grazia Moreschi, as President, Roberto Piersantini and Emiliano Barcaroli. The expiration of this appointment shall be on the date of approval of the financial statements as at December 31, 2015.

The Board of Directors of TerniEnergia finally approved the adjustment of the remuneration of guarantees issued by the parent company T.e.r.n.i. Research S.p.A., with the approval of the Related Party Committee, as required by the Rule for Transactions with Related Parties, as well as by the Consob Regulation n . 17221 of March 12, 2010. This adjustment will be equal to 2% on an annual basis, in line with the current conditions applied by the banking system to the Group TerniEnergia and then to market conditions. In addition to this, the adjustment of the remuneration concerns, among others, three guarantees, each related to loan agreements between TerniEnergia and Veneto Banca, for a total amount of Euro 20 million. This is an operation with greater significance with the parent company Terni Research SpA , identified in accordance with Article 4 , paragraph 1, letter a) of the Consob Regulation on transactions with Related Parties, in respect of which will be published in time prescribed by the regulations, an information document in accordance with Article 5 of the same Regulation, ratified today by the Board of Directors.

With regard to economic reasons and advantage for TerniEnergia to accomplish the task, it should be noted that the guarantees are to support the finalization of the financing contracts with Veneto Banca. This transaction also represents a strategic outcome, as it is an important “corporate” financing in the medium term for TerniEnergia that allows to adjust the financial structure to operational requirements, as well as the implementation of the Industrial Plan, by reducing the dependence on current short-term credit lines.

The procedure for the transaction approval involved the expression of a reasoned opinion from the Related Parties Committee on the Company’s completion of the transaction, and the advantage and substantial correctness of its conditions. The Company decided to avail itself of the faculty provided in Article 10, first paragraph, of the Transaction Rules with Related Parties, to adopt a simplified procedure, equally applicable to transactions of greater and lesser importance, in accordance with the provisions of Article 7 of the Transactions Rules with Related Parties, governing the procedures for transactions with related parties of lesser importance. Remain in any case fix the disclosure requirements set out in Article 5 of the Regulation with Related Party Transactions.