MAIN TARGET OF THE RECOVERY AND RELAUNCH PLAN

Recovery and Relaunch Plan
2018-2020*

*Slides released at the Bondholders’ Meeting of 14 December 2018

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TARGETS

Through the planned operational turnaround, which will be completed with the merger between TerniEnergia and Softeco by 2019, the company aims to implement the complete redefinition of its strategic activities, completing the process of transformation into a “Smart Company”.

This process will produce:

INDUSTRIAL AND OPERATIONAL TURNAROUND

Proposed divestiture measures

The photovoltaic assets and those of the CleanTech Business Unit are expected to be disposed and, in particular, by 2019:

  • the sale of photovoltaic energy production plants, held directly or indirectly;
  • the sale of end-of-life tyre treatment and recovery plants;
  • the sale of the Nera Montoro biodigester;

by 2020:

  • the sale of a liquid waste treatment plant and 3 remaining photovoltaic plants.

As a result of these disposals, the Plan provides for a total financial benefit of approximately Euro 115.8 million (of which approximately Euro 39.8 million Equity Value and approximately Euro 76.0 million reduction in the Group’s financial exposure due to the taking over of part of the debt by the purchasers of the assets).

Merger by incorporation of Softeco into TerniEnergia

The corporate rationalisation process of the TerniEnergia Group is expected to be completed through the merger by incorporation of Softeco Sismat Srl into TerniEnergia by the end of 2019. This transaction will allow TerniEnergia to complete the industrial turnaround process of the Group through:

  • the strategic control of the new “Digital Energy” market, thanks to the development and growth of the Smart Solutions and Services divisions, based on Softeco’s expertise;
  • the application of the Digital Transformation paradigm as well as the adoption of new digital technologies for the energy efficiency sectors, according to a new business model, and for the maintenance of energy plants (proactive and prescriptive O&M), through an increased capacity for data analysis and the integration between the plant engineering skills of TerniEnergia and those for the development of innovative advanced analytics solutions by Softeco.

Finally, it is believed that the merger will simplify the corporate architecture, confirming the industrial vocation of TerniEnergia, optimize decision-making processes and management efficiency (corporate, accounting and administrative), with a consequent greater rationalisation of costs.

RELEVANT OPPORTUNITIES EXPECTED FROM THE EFFECTS OF INNOVATIVE ACTIVITIES

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Financial manoeuvre

a) Accelerated debt repayment over the two-year period 2019-2020: the proposed financial package provides for a reduction in the Group’s indebtedness to financial institutions and bondholders (as noted at 31 March 2018) over the two-year period 2019-2020 thanks to proceeds from the disposal of photovoltaic and environmental assets. The assumed divestments will lead to a total collection of approximately Euro 39.8 million (equity value) which will be distributed for Euro 20.1 million in 2019 (equal to about 33% of the debt after the sale in 2019) to banks and bondholders. A further Euro 7.8 million will be repaid during 2020 with percentages varying between institutions and bondholders depending on whether the latter choose to adhere to the pari passu repayment plan or alternatively to the assumption of full and final settlement. For bondholders and banks that have already given their willingness to support the company in a medium/long-term restructuring process (pari passu), it is expected that cash flows from disposals will contribute to an overall early repayment of debt of approximately 43% by the end of 2020 (of the initial exposure after disposals).

b) Full and final settlement: for those institutions that have expressed their interest in adhering to a ” full and final settlement” principle, payment is expected in 2020, which would lead to an overall satisfaction in 2019 and 2020 of about 67% (withdrawal of about Euro 3.2 million out of a total of Euro 9.6 million of debt associated with the institutions that have opted for the full and final settlement solution).

It should be noted that the negotiations with the Company’s creditors regarding the Plan remain subject to definition and that any changes with respect to what is described above could occur as a result of the continuation of negotiations and in any case in line with them.

c) Remaining exposures as at 31 December 2020: the remaining exposures as at 31 December 2020 (equal to Euro 28.2 million) would be repaid, pari passu, between the different types of exposures (see below) in annual instalments, with the flows deriving from the TerniEnergia Group’s operations, until the debt to the financial institutions (with the exception of the financing institutions exposed to the subsidiaries Softeco, Greenled and the Magliano Sabina plant in TerniEnergia) and the bondholders would be fully discharged by December 2026. This manoeuvre also envisages: (i) consolidation and moratorium until 31 December 2019 on short-term lines outstanding at 31 March 2018 (other than those towards the subsidiary Softeco and Greenled), which will be repaid in line with the medium/long-term treatment chosen by the individual institutions, (ii) moratorium on medium/long-term exposures outstanding at 31 March 2018, for the years 2019-2020, net of repayments as provided for in the previous points; (iii) the renegotiation of interest rates maturing and accruing from 1 July 2018 for all such 6-month Euribor exposures + 150 basis points.

The Board of Directors resolved to continue negotiations with creditors and bondholders on the basis of the proposed Plan approved today, reserving the right to closely monitor the progress of negotiations with the aim of concluding them and defining the Plan by 30 June 2019.

Finally, it should be noted that the decision on the implementation of one or other of the proposed financial measures depends on the willingness of the financial institutions and that activities are underway to ensure that these institutions express their opinion on the matter in time to allow the bondholders to be fully informed during the aforementioned call for a bondholders’ meeting and to allow the group companies involved to take any initiative in this regard.

FROM FOUR TO TWO STRATEGIC BUSINESS UNITS

We simplify the group’s structure by improving its operational efficiency and reducing its complexity.

THE PLAN IS FOCALIZED ON THE GROUP’S STRATEGIC REPOSITIONING, THAT THANKS TO THE INTEGRATION OF THE DIGITAL COMPANIES SOFTECO SISMAT AND SELESOFT, WE WILL COMPLETE OUR EVOLUTION FROM LEADER OF THE PHOTOVOLTAIC SECTOR INTO A SMART ENERGY COMPANY, DELINEING OUR NEW IDENTITY

A FLEXIBLE APPROACH TO GUIDE STRATEGIC CHANGE

From four to two strategic business lines

REPOSITIONING IN A NEW SECTOR

Repositioning in a new sector

SBU SMART SOLUTIONS AND SERVICES

SBU ASSETS

The Plan was prepared with the assistance of KPMG as an industrial and financial advisor.