On 30 November 2015, TerniEnergia, smart energy company active in the fields of renewable energy, energy efficiency, waste and energy management, listed on the Star segment of the Italian Stock Exchange and part of Italeaf Group, has finalized the divestment transaction for the transfer of the shares of Free Energy SpA (“Free Energia”), receiving as consideration the shares of TerniEnergia held by the shareholders of Free Energia.

In particular, as announced to the market on the same date, on October 2, 2015 the Board of Directors of TerniEnergia approved the signing of the divestment contract for the transfer of shares of Free Energia in favor of the main former shareholders of Free Energia, in exchange for TerniEnergia shares unlisted.

Subsequently to the fulfillment of the two conditions precedent provided for the divestment contract – ie the positive express consent (i) by the Bondholders Meeting of the bond “TerniEnergia Euro 25,000,000.00 Notes due 2019”, held on November 16, 2015 and (ii) by the Shareholders’ Meeting held on November 18, 2015 – with the turn of the Free Energia shares and the transfer of the TerniEnergia shares to the presence of an authorized intermediary, on November 30, 2015, was completed this divestment transaction.

 

Consequently, TerniEnergia transferred n 3,315,936 Free Energia shares (representing 88.07% of the entire capital of Free Energia) in favor of BA & Partners SpA, Sistematica SpA, Energetica SpA and Feed SpA, in exchange for n. 5,845,290 own shares  (representing 13.26% of the entire capital of TerniEnergia)

The right to collect the profits related to the business year 2015 remain pro quota with those buyers.

Part of the treasury stock resulting from this transaction will be placed at the service of the acquisition of Greenled Industry SpA shares, under the terms referred to in the press release dated November 30, 2015.