TerniEnergia, a company active in the renewable energy sector listed on Star segment of Borsa Italiana (hereinafter referred to as the Incorporating), and TerniGreen, a company active in the environmental sector, in the recovery of material of material and energy as well as the development and production of technologies whose shares are negotiated on AIM Italy – Alternative market of the Capital (hereinafter referred to as the Company to be incorporated ), communicate that today, in Narni, by notarial deed of the Notary Filippo Clericò, was signed the merger deed by way of incorporation of TerniGreen into TerniEnergia.
The Merger shall become effective on September 14th, 2012, after the registration of the respective act with the related offices of the Companies Register which is expected to take place by tomorrow Thursday September 13. The accounting and tax effects of the Merger shall become effective from the effective date of the Merger.
It should be noted that the effectiveness of the right of withdrawal due to shareholders of Ternigreen who did not take part (as absent, dissenting or abstaining) to the resolution of the extraordinary Shareholders Meeting of TerniGreen dated June 28, 2012, which approved the Merger, as a result of significant change of the Company after the Merger operation and the related change in the corporate purpose , was subject to the conclusion of the Merger deed.
As previously announced, the right of withdrawal has been legitimately exercised in relation to total no. 700,123 ordinary shares of TerniGreen SpA, corresponding to 2.43% of the share capital of TerniGreen, so the above condition has been fully fulfilled.
In compliance with the resolutions passed by the Extraordinary Shareholders’ Meeting of TerniEnergia dated June 28, 2012, the Incorporating will increase its share capital by issuing. n. 9,792,000 new ordinary shares TerniEnergia with no nominal value with share capital increase of Euro 2.79 per share issued for a nominal amount of Euro 27,319,680 attributable to shareholders of TerniGreen, in the exchange ratio of 0.34 shares TerniEnergia with no nominal value for each n. 1 share TerniGreen with no nominal value.
Therefore, as of the effective date of the Merger, the share capital of TerniEnergia will be of Euro 50,529,680 fully subscribed and paid, consisting of n. 37,612,000 ordinary shares with no indication of their nominal value.
The shares of TerniGreen shall be annulled from trading on AIM Italia-Mac with effect from 14 September 2012
This press release is also available on the company’s website: www.ternienergia.com and on www.ternigreen.com.
