AUTHORISATION FOR PUBLICATION OF THE LISTING PROSPECTUS RECEIVED FROM CONSOB
TerniEnergia S.p.A. (“TerniEnergia” or the “Company”), a company operating in the renewable energy sector and listed on Mercato Telematico Azionario, organized and managed by Borsa Italiana S.p.A. (MTA), announces that it has today received authorisation from CONSOB ‐ note no. 10087499 ‐ for the publication of the prospectus relating to the admission to trading on MTA of newly issued TerniEnergia ordinary shares, such shares resulting from a share capital increase up to a maximum of Euro 60 million, with the exclusion of pre-emption rights pursuant to article 2441(5) of the Italian Civil Code, which was approved by a resolution of the Company’s shareholders’ meeting on August 6th, 2010 (the “Share Capital Increase”).
The placement of newly issued shares shall be exclusively through private placement to qualified investors in Italy and institutional investors abroad, with the exclusion of United States of America, Australia, Japan and Canada (the “Institutional Placement”) and it will not constitute an offer to the public.
The newly issued shares will be admitted to trading on MTA, together with TerniEnergia shares already traded as at the Prospectus Date. The admission to trading of such shares shall take place at the payment date for all shares subscribed pursuant to the Institutional Placement.
The commencement of the Institutional Placement and the relevant timetable shall be announced in a special press release. The results of the Institutional Placement results, the price of the placement, the quantity of newly issued shares and the associated share capital increase shall also be announced in specific press releases.
The Share Capital Increase – which in any event shall not be used to repay existing financial debt – is aimed at enhancing and consolidating the Company’s strategic objectives.The proceeds of the Share Capital Increase will be used to provide favourable economic and financial conditions to enhance and consolidate the Company’s leading position in construction of photovoltaic plants and to further strengthen its power generation activity by means of photovoltaic plants managed by joint venture companies or fully owned by the Company.
The Listing Prospectus will be available at the Company’s registered office in Terni, Via Luigi Casale s.n.c., at Borsa Italiana S.p.A. headquarters, in Milan, Piazza Affari no. 6, as well as on the Company’s website www.ternienergia.com.
BNP Paribas is acting as sole Global Coordinator and Bookrunner of the Institutional Placement, EnVent is acting as financial advisor to the Issuer and Norton Rose is acting as deal legal advisor.
This document may not be distributed directly or indirectly in the United States of America, Australia, Canada or Japan. This document (and the information contained herein) neither contains nor amounts to a sale offer or a purchase offer for financial instruments in the United States of America, Australia, Canada or Japan or in other jurisdictions where such an offer may be unlawful. The financial instruments in question are not and shall not be registered pursuant to the U.S. Securities Act of 1933, as amended (the “Securities Act”) and they may not be offered or sold in the United States of America or to U.S. persons, save where they are registered pursuant to the Securities Act or on the basis of the applicable exemptions under the Securities Act. Such financial instruments shall not be object of any public offer in the Unites States of America.
