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TERNIENERGIA CONTINUES IN ITS GROWTH PROJECT: CDA CONVENES THE MEETING FOR 10 NOVEMBER 2008 TO PROPOSE THE SHAREHOLDERS AN INCREASE IN CAPITAL WITH EXCLUSION OF THE RIGHT OF OPTION

· the operation could bring in further financial resources following those harvested with the Stock Exchange quotation which took place last 25 July
· the management intends to pursue the opportunity of external growth in Italy and abroad
· consolidation of the joint ventures with EDF and with Cogne Acciai Speciali
· improvement of the liquidity of security

Terni, 26 September 2008. The Board of Directors of TerniEnergia Spa, presided over by Stefano Neri, has deliberated under today’s date the calling of the Extraordinary Meeting of Shareholders on 10 November 2008, to propose the partners an increase in capital with exclusion of the right of option according to article 2441, fourth paragraph, second section, of the Civil Code, subject to the introduction of the relative clause in the corporate by-laws.

The proposal provides that the newly issued shares, up to a maximum of 10% of capital stock, can be offered in the context of a private investment to Italian and foreign institutional investors and to industrial investors by 31 March 2009.

The operation proposes the enlargement of the corporate structure of TerniEnergia Spa, in order to give the company the possibility of taking advantage of a further financing channel for growth and investments, in line with the continuation of the expansion process already initiated with the stock listing on the Expandi Market, which took place 25 July and crowned by success despite the adverse conditions of the financial markets that still persist.

Upon listing, which exclusively provided an institutional investment, a total of 4,300,000 ordinary shares were issued, equal to 17.9% of capital stock, at the price of 1.30 Euro each, equivalent to 5,590,000 Euro.

From 25 July until today, the shares are substantially reported ranging between 1.6 Euro and 1.8 Euro.

As for the criterion used to determine the issue price of the shares, the Board retained it congruous that the issue price of the investment shares is equal to at least the average official price considered for the volume of TerniEnergia stocks, as reported on the Expandi Market of Borsa Italiana S.p.A. from the listing date to the date of investment share offer, with a minimum price fixed at 1.6 Euro per share.

With the proposed increase, the Company will be able to expand and consolidate its position as leader in the fabrication of industrial photovoltaic plants, as well as by the acquisition of other companies operating in the sector or entering foreign markets.

Furthermore, the Company will be able to sustain the development of SolarEnergy Srl and EnergiaAlternativa Srl joint ventures, the former with EDF and the latter with Gruppo Cogne Acciai Speciali, for the production of photovoltaic electricity.

“The increase in capital stock that we will be proposing to the shareholders shall not be used to reduce or modify the Company’s financial debt structure, but for further investments, augmentative of our value in the medium-long term”, Mr Stefano Neri, the Chairman stated.

However, the expansion of the stock base towards new investors will bring about an increase in the volume of exchange and therefore of the liquidity of security.
The proposed increase in capital according to article 2441, forth paragraph, second section, of the Civil Code will permit a more rapid and efficient selection of subjects to whom the eventual new issue of shares in subscription shall be offered.

Furthermore, the Board of Directors of TerniEnergia has deliberated the approval of the “Organization and Management Model” former Law Decree 8 June 2001, no. 231.

 

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