PRESS RELEASE 18 NOVEMBER 2015
ITALEAF: TERNIENERGIA: the shareholders meeting approve the operation of disinvestment for the transfer of the shares of Free Energia SpA and the authorization to use the own shares that came from. The Shareholders meeting of 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, met today in ordinary session under the chairmanship Stefano Neri.
The Ordinary General Meeting approved the divestment operation between the Company and the former shareholders of Free Energia (not classified as related parties) concerning the transfer up to the entire stake held by the Company in Free Energia. To this end, also under Articles 2357 and following of the Civil Code, the shareholders authorized the Board of Directors to purchase up to a maximum of n. 6,477,550 shares, equal to 14.69% of the share capital, at a value of Euro 17.5 million and identified corresponding to 100% of the share capital of Free Energia. More details have been already communicated to the market through the press release of October 2, 2015.
The Ordinary General Meeting has also approved the authorization to the Board of Directors, pursuant to art. 2357 Civil Code to completion, according to the terms and conditions specified by it, of disposals, in one or more tranches, the own shares to be acquired and held in the portfolio.
In particular, through the purchase of own shares resulting from the recalled Divestment Agreement, to supplement those already provided in the plan of "buy back", the Board of Directors plans to acquire a portfolio consisting of common shares to be used as TerniEnergia consideration as part of any extraordinary transactions, through an exchange of shares or as a subject of the transfer, or for other purposes deemed of strategic, financial, industrial and / or management for TerniEnergia, in compliance with applicable regulations.
Since the shares to be acquired from the same TerniEnergia are not listed, they will not apply the rules and principals of art. 132 of Legislative Decree no. 24 February 1998, n. 58 and Art. 144-bis of Consob Regulation regarding the regulation of issuers, adopted by Consob Resolution no. 11971/99 and subsequent amendments and additions.
The operations of disposal of treasury shares will be performed in compliance with applicable law and in particular in respect of laws and regulations, national and EU, even in terms of market abuse.
The completion of the transactions of purchase and disposal of own shares will be given adequate notice in compliance with the applicable disclosure requirements.
TerniEnergia , a company incorporated in September of 2005 and part of Italeaf Group, is the first Italian smart energy company and operates in renewable energy, energy efficiency, energy and waste management. TerniEnergia operates as system integrator, with a turn-key offer of industrial sized photovoltaic plants, on behalf of third parties and on its own, for the Power Generation business, also through joint venture companies with leading national players. TerniEnergia operates in the waste management sector, recovery of the material and energy, development and production of technologies. In particular, the Company is active in the recovery of tires out of use, in the treatment of biodegradable waste through the implementation of biodigesters, management of plant for the biological depuration; decommissioning of industrial plants, recovery of demolition metals and cleaning of industrial sites; development and production of technological apparatus.
This press release is also available on the Companies' website: www.italeaf.com and www.ternienergia.com .
Certified Adviser Mangold Fondkommission AB is the Certified Adviser of Italeaf on NASDAQ OMX First North.
For further information please contact: Filippo Calisti CFO - Italeaf S.p.A. E-mail: calisti@italeaf.com
Mangold Fondkommission AB Tel. +46 (0)8 5030 1550 info@mangold.se
Italeaf SpA , established in December 2010, is a holding company and a business accelerator for companies and startups in the areas of innovation and cleantech. Italeaf operates as a company builder, promoting the creation and development of industrial startups in the fields of cleantech, smart energy and technological innovation. Italeaf has headquarters and plants in Italy at Nera Montoro (Narni), Terni, Milano and Lecce; has international offices in London and Hong Kong and a research and development centre in the Hong Kong Science and Technology Park. The company controls TerniEnergia, a smart energy company listed on the STAR segment of the Italian Stock Exchange and active in the fields of renewable energy, energy efficiency and waste and energy management, Greenled Industry, working in the development and production of power LED lamps for industrial energy efficiency and public lighting, WiSave in the "internet of things" field, for the development and production of thermostats and smart technologies for the remote control of electrical and heating items of buildings managed through a cloud infrastructure, and Skyrobotic, in the business development and manufacture of civil and commercial drones in mini and micro classes for the professional market.
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