TerniEnergia S.p.A. (“TerniEnergia” or the “Company”), a company operating in the renewable energy sector in Italy and listed on Mercato Telematico Azionario organized and managed by Borsa Italiana S.p.A. (“MTA”), announces today the launch of a private placement of its own ordinary shares resulting from a share capital increase ( the “Share Capital Increase”) through one of more founding rounds of up to a maximum of Euro 60 million, with the exclusion of pre-emption rights pursuant to article 2441(5) of the Civil Code, all as approved on 6th August, 2010 by a resolution of its extraordinary shareholders’ meeting.
The private placement (the “Institutional Placement”) is reserved to Italian and foreign institutional investors, excluding investors in the United States of America, Australia, Japan and Canada. The Institutional Placement will therefore not constitute an offer to the public anywhere in the world.
The Company has decided to launch the Share Capital Increase for an amount sufficient to reach the minimum free float required to achieve the listing transfer of its ordinary shares to the STAR segment of the MTA as a strategic move and in support of its own growth targets. It is expected that the subscription price will not be less than Euro 3.60 per ordinary share. A listing prospectus relating to the new shares has been prepared and published by the Company on 27th October, 2010..
The newly issued shares will be admitted to trading on the MTA on the Institutional Placement settlement date (the “Closing Date”). The outcome of the Institutional Placement, the Closing Date and the details of the Share Capital Increase will be announced through a separate press release at the end of the book-building process.
The Share Capital Increase is aimed at enhancing the Company’s strategic objectives. The proceeds will therefore be used exclusively to consolidate the Company’s leading position in the construction of photovoltaic plants in Italy and further develop power generation through fully-owned plants or plants managed by the Company’s joint ventures. BNP Paribas is acting as sole Global Coordinator and Bookrunner of the Institutional Placement; Centrobanca S.p.A. and Equita SIM S.p.A. act as Co-Lead Managers. Norton Rose and EnVent S.r.l. are acting, respectively, as deal legal advisor and financial advisor to the Company.
The Listing Prospectus is available at the Company’s registered office in Terni, Via Luigi Casale s.n.c., at Borsa Italiana S.p.A. headquarter, in Milan, Piazza Affari no. 6, as well as on the Company’s website www.ternienergia.com.
