TERNIENERGIA: Shareholders’ meeting approved 2012 financial Statements, and a distribution of dividends equal to Euro 0.055 per share, renewed its corporate bodies and confirmed Stefano Neri as President

 

  • Net profit of Euro 6.9 million
  • Approved the distribution of a dividend of Euro 0.055 per share
  • Approved the first section of the remuneration report pursuant to art. 123-ter of TUF
  • “Female quotes”: significant female presence in the Board of Director and in the Board of Statutory Auditors

 

 

Terni, April 29th, 2013

The Board of Directors of TerniEnergia, a company active in the renewable energy fields, energy efficiency and waste management, listed on Star Segment of Borsa Italiana, met today under the chairmanship of Stefano Neri approved unanimously the draft financial statements and noted the presentation of the consolidated financial statements as at December 31, 2012.

 

Results of the group TerniEnergia

Consolidated Net Revenues amounted to Euro 65.4 million (Euro 169.8 million as at December 31, 2011) with a variation mainly due to the change in the Italian legal context, as well as in the decision not to provide solar panels for new PV plants carried out for third parties.

From the beginning of its activity until December 31, 2012 the Group built 266 photovoltaic plants with total installed power of 248.5 MWp (9.1 MWp of which were 100% in full ownership of the company and 61.1 MWp in joint ventures for the activities of Power Generation). With effect from December 31, 2012, was completed the transfer by TerniEnergia to EDF EN Italy of the share equal to 50% of the corporate capital of the Joint Venture Energie Srl, owner of 13 industrial sized photovoltaic plants with a total power of 16.5 MWp. The overall energy production plants owned 100% by the company together with those in Joint Venture for the activity of power generation, was about 90 million kWh. TerniEnergia also connected to the grid energy recovery plants from biomass and waste in Nera Montoro (biodigester GreenASM in joint venture with ASMTerni SpA) and Borgosesia (pyrogasification plant powered by virgin wood) for a total of 1.5 MWe and 2 MWt.

EBITDA amounted to Euro 10.7 million compared to € 15.2 million as at December 31, 2011. The EBITDA margin amounted to 16.32%, an increase of 82% compared to the same period in 2011 (8.97%)

The operation profit (EBIT) amounted to Euro 5.9 million (Euro 13.1 million as at December 31, 2011) after amortization of Euro 2.1 million , depreciation and provisions amounting to Euro 2.7 million.

Net profit amounted to Euro 6.9 million (Euro 9 million as at December 31, 2011) and includes the share of profit from the activity of JV amounting to Euro 3.2 million, an increase of 36.8% compared to December 31, 2011.

The net financial position amounted to Euro 62.3 million (Euro 58.2 million as at 31/09/2012). Non-current net financial position amounted to Euro 28.2 million, while the net financial position in short term was Euro 34.2 million. The gearing ratio NFP / net equity was 0.7 x, remains well below the unit and the gearing ratio NFP short term / Net working capital was 1.0 x, in a complete safety area.

Sharenorder’s equity, increased of 51% as a result of the merger with TerniGreen, and amounted to Euro 48.8 million (Euro 32.3 million as at December 31, 2011).The value of net equity, not considering the effect of derivatives, would amount to Euro 53.3 million.

 

Results of TerniEnergia S.p.A. as at December 31, 2012

Net revenues amounted to Euro 38.9 million (Euro 197.8 million as at 31/12/2011). The gross operation profit (EBITDA) amounted to Euro 3.6 million (Euro 16.5 million as at 31/12/2011). The net profit amounted to Euro 1.2 million (Euro 7.9 million at 31/12/2011).

 

Dividend

Shareholders’ meeting also approved the distribution of a dividend equal to Euro 0.055 per ordinary share gross with-holdings set forth by law. The dividend shall be paid on May 30, 2013 and the relevant coupon no. 4 shall be separated on May 27, 2013.

Remuneration Report ex art. 123-ter D. Decree 58/98

The Shareholders’ meeting approved the Remuneration Report of Directors and Managing Directors with strategic responsibility provided by art. 123-ter of D. Decree 58/98

 

Renewal of corporate bodies

The Shareholders’ Meeting also passed the following resolutions:

a) set in seven people the number of Directors and appointed the Board of Directors for three years, until the Shareholders’ Meeting which will be called to approve the financial statements as at December 31, 2015, people are the following :

– Stefano Neri, President and CEO;

– Paolo Ricci, Administrator;

– Fabrizio Venturi, Administrator;

– Monica Federici, Administrator;

– Domenico De Marinis, Independent Director*;

– Paolo Migliavacca, Independent Director*;

– Mario Mauro Molteni, Independent Director*;

b) appointment of the Board of Auditors for three years , until the date of the Shareholders’ Meeting which will be called to approve the financial statements as at December 31, 2015, people are the following:

– Ernesto Santaniello, President;

– Vittorio Pellegrini, Standing Statutory Auditor;

– Simonetta Magni, Standing Statutory Auditor;

– Marco Chieruzzi, Alternate Statutory Auditor;

– Marco Rosatelli, Alternate Statutory Auditor.

The Shareholders’ Meeting appointed the Board of Directors and the Statutory Auditors drawing components from the list submitted by T..E.R.N.I. Research SpA, the majority Shareholder representing a market share of 56.07% of the share capital of TerniEnergia SpA

The presence of the female gender in the Board of Directors and Board of Statutory Auditors is fulfilling the criteria introduced by law in the field of gender balance.

There have been defined also gross annual remuneration payable to the Board of Directors (Euro 450.000, Plus a variable fee equal to 15% of the remuneration , if the operating result as at the end of the year is higher than 5% of the EBITDA of the approved business plan, in addition to reimbursement of expenses incurred in the performance of the assignment) and the Statutory Auditors (Euro 70.000 in addition to reimbursement of expenses incurred in the performance of the assignment.

 

*The candidate declared to possess the independence requirements set forth in Article 148, paragraph 3 of Legislative Decree 58/98 and the Code of Conduct of Borsa Italiana SpA .In this regard, it should be noted that the Directors Domenico De Marinis, Paolo Migliavacca and Mario Mauro Molteni have made available their statements certifying the possession of the independence requirements laid down in those articles (statements which will be stored in the company records).

 

The Officer responsible for the preparation of accounting an corporate documents, Dott. Paolo Allegretti, declares, pursuant to paragraph 2, art. 154-bis of the Consolidated Financial Act, that the accounting information that is contained in this press release correspond to the documentary results, the accounting books and records.