• 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.
