The Bondholders’ Meeting of the bond “TerniEnergia Euro 25,000,000,00 notes due 2019 – ISIN Code: IT0004991573”, which met today, 14 December 2018, at 11.00 a.m. in second call, under the chairmanship of Stefano Neri and in the deeds of the Notary Adele Cesàro of Milan, was attended by 133 bondholders representing 53,2% of the bond issue.
The Meeting voted in favour of all the items on the agenda, specifically:
- approved the extension of the maturity of the bond from February 6, 2019 to September 30, 2019, in order to allow the Company the time it needs to sign an agreement pursuant to Article 67, Section 3, Letter d), of Royal Decree No. 267 of March 16, 1942 (the “Recovery and Relaunch Plan”);
- for the same purposes as in point 1 above, approved the amendment to the regulations for the bond issue with reference to the definition of “Interest Payment Date” with exclusive reference to the determination of the date of payment of interest accrued during the 2018 financial year, with a new date of 30 September 2019 (without prejudice to the definition of the “Interest Calculation Period”);
- approved the participation of bondholders in the Recovery and Relaunch Plan in accordance with the general guidelines outlined in item 2 (Main contents of the Recovery and Relaunch Plan) of the report illustrating the items on the agenda of the bondholders’ meeting prepared by the Company’s Board of Directors and published on November 5, 2018 on the website ternienergia. The Board of Directors, having acknowledged that the plan may be subject to changes as a result of developments in negotiations with the creditors, reserves the right, in any case, to approve its approval and the amendments to the regulations for the bond issue necessary to bring it into line with the provisions of the Recovery and Relaunch Plan, as amended if necessary as a result of developments in negotiations with the creditors, at a subsequent meeting to be held once the contents of the Recovery and Relaunch Plan have been defined;
- having acknowledged the need to appoint a common representative of the Bondholders, in order, inter alia, to facilitate future relations with the bondholders themselves and represent their interests in the context of negotiating and implementing the Recovery and Relaunch Plan, approved the appointment of a lawyer, Mr. Marzio Molinari of Studio Russo De Rosa Associati as the common representative of the bondholders for 3 years, determining their compensation at Euro 10,000 per year, plus a subsequent fee of Euro 65,000 to be paid by 2019 in the event of the signing of the agreement in execution of the Recovery and Relaunch Plan.
The minutes of the Bondholders’ Meeting and the summary statement of votes will be made available to the public within the time limit established by current legislation.
The Chairman of TerniEnergia Stefano Neri commented: “The positive resolution by the Bondholders’ Meeting is an important sign of confidence in the Group’s Recovery and Relaunch Plan, as identified by the management. We are convinced that in the medium term, following the industrial and operational turnover indicated in the Recovery and Relaunch Plan, the Group will restart to create value in highly competitive sectors with great prospects such as digital energy and hi-tech. The trust placed in us by the Bondholders represents an important impulse to accelerate the implementation of the Recovery and Relaunch Plan, which will allow the Group to recover efficiency and profitability. It is also a decisive signal to shareholders, the banking community and other stakeholders of the management’s and the Company’s ability to react in order to achieve financial equilibrium. We are strongly committed to creating the conditions to seize the opportunities offered by the digital transformation in energy and energy efficiency, consolidated sectors of the Group’s activities, and in the sectors of mobility and transport, smart cities and automation for industrial sustainability“.
TerniEnergia is assisted by KPMG Advisory SpA as financial advisor in drawing up the above mentioned Rehabilitation and Relaunch Plan. DLA Piper assists the Company as legal advisor.