• TerniEnergia optimizes its financial structure to support the business plan “Discover the new green era 2014-2016” through the listing of the bond at ExtraMOT PRO, the professional segment of the EXTRAMOT bond market managed by Borsa Italiana
  • The bonds will be underwritten by a Lead manager already identified, for a subscription price equal to 100% of nominal value, net of a discount rate of 0.50%, and their release will not constitute a public offer of securities
  • The issue will be made within the month of February 2014

 

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, has approved today, pursuant to art. 2410 of the Italian cod. civ., the issuance of a bond for a maximum aggregate nominal amount of Euro 25 million, for a period of five years.

Stefano Neri, Chairman and CEO of TerniEnergia, commented:

“With this operation, TerniEnergia proceed for the first time to the listing of bonds in the ExtraMOT PRO market managed by the Borsa Italiana, strengthening its visibility on the capital markets and demonstrating its ability to carry out business with a structured way. The company continues with its strategy of integration of the financial structure, which started with the investment fund “RA – Renewable Assets“, with the goal of creating the optimal conditions for the full development of the business plan “Discover the new green era 2014-2016“. The fund raising will then be used to the full development of the company’s business and to support the industrial strategy that envisages a significant strengthening of international revenue growth, a steady operating margins and a rising generation of value for our shareholders“.

Below the main terms and conditions of the Bonds:

• Title: “TerniEnergia 2019”;

• Maximum total amount: € 25 million;

• Lot and cut: Bonds issued in dematerialized form, in the denomination of Euro 100 thousand not divisible;

• The bonds will be issued and placed by a Sole Lead Manager, JCI Capital Limited Investment & Asset Management, at a subscription price equal to 100 % of nominal value, net of a discount rate of 0.50%, and the issue will not constitute a public offer of securities;

• Date of issue: by February 2014;

• Expiration date: end of February 2019;

• Repayment: in a lump sum equal to the expiration date of the Bonds;

• Payment of interest: in arrears on an annual basis on the day of each calendar year in which the issue was made, starting with the first payment date which falls in the month of February 2015;

• Interest: Each coupon is calculated by multiplying the nominal value of the bonds a fixed interest rate equal to 6.875%. Banca Popolare dell’Etruria e del Lazio Società Cooperativa will act as calculation agent in respect of the bonds;

• The Issuer will proceed with the listing of the bonds at the market ExtraMOT PRO, the professional segment of the bond market ExtraMOT managed by Borsa Italia. Subsequent to their listing, the bonds may be traded exclusively by professional investors;

• Restrictions on to the next issue: allowed only to professional investors.

There is no assignment of any rating of the issuer and the bonds nor the granting of any guarantee in respect of the Bonds. The Regulations provide for certain restrictions (“covenants”) in line with the market practice for similar transactions.

TerniEnergia availed JCI Capital Investment & Asset Management Limited as arranger of the operation and the Law Firm Orrick as Legal Advisor.

The minutes of the Board of Directors will be made ​​available to the public in accordance with the terms and procedures provided by law.

The CDA has finally delivered a favorable opinion on the assessment of the adequacy of the procedure related parties adopted pursuant to Consob Regulation 17221/2010 and Consob Communication 10078683 of September 24th, 2010.