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2016-11-01

Italeaf: TerniEnergia signed the investment contracts for the acquisition of Softeco and Selesoft.

PRESS RELEASE 1 NOVEMBER 2016

Italeaf: TerniEnergia signed the investment contracts for the acquisition of
Softeco and Selesoft. Completed the transformation process in smart energy
company

* The entry of the two companies in the TerniEnergia group enable the latter
to integrate downstream the energy value chain, inserting the new
activities of the digital energy for the business of smart grids and
innovative solutions
* Consideration of the transaction amounted to 3 million TerniEnergia
treasury shares to be listed on the STAR segment of the Italian Stock
Exchange (2 million to Ingefi SpA to be listed by 28 february 2018 and 1
million to B.Soft to be listed by February 28, 2017) and Euro 2.3 million
to be paid in cash in two phases (Euro 1 million by November 30, 2017 at
Ingefi SpA and Euro 1.3 million in B.Soft by March 31, 2018) no award of
interest
* Subscribed also the transfer acts of the Softeco and Selesoft shares
* Expected consolidation and development of the two companies starting from
the historical headquarters of Genoa

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, has signed today two
investment contratt for the acquisition of 100% of the share capital of
Softeco Sismat Srl and Selesoft Consulting Srl (jointly the target
companies), one with Ingefi S.p.A. (a holding company involved in investments
in companies active in the design, development, trade and maintenance of
software) and its members and the other with B.Soft Group srl (a holding
company active in ICT and Engineering).
Simultaneously with the signing of investment contracts it was also signed the
notarial deed of transfer from Ingefi and B.Soft of ownership of the shares
representing the 100% of the share capital of the Target Companies.
The Chairman and CEO of TerniEnergia, MrStefano Neri
, said:
"The acquisition of Softeco and Selesoft is a strategic objective for
TerniEnergia, which completes its path of transformation into smart energy
company, adding to its activities those of innovative digital energy, fast
growing globally and with considerable opportunities for development through
integration between the sector of electrical services and the IT solutions.
This transaction creates one of the largest independent Italian group, which
is set to become the ideal partner for large utilities, leading operators in
the field of energy transmission and distribution, large multinational
companies in the creation of highly innovative grids and installations. The
acquisition also meets a number of strategic targets as the TerniEnergia
internationalization in high value-added sectors such as smart grids and
distributed generation, the expansion of the scope of the core business, with
the integration into value-chain of technologically innovative solutions, the
portfolio enrichment with a strong brand, which has made the history of the
"made in Italy" in the smart tech, digital and engineering for energy, grids
and telecommunication sectors. Through integration with Softeco and Selesoft,
the TerniEnergia Group is confident to be able to bring its own EPC services
and its Smart solutions to an even higher level in established markets and
expand its presence in emerging markets too. With this regard, the Group
reiterates its intention to enhance the two companies, thanks to the know-how
represented by a highly professionalized human capital, and enhancing their
future prospects starting from the historical headquaarters of Genoa
".

In particular, Softeco Sismat and Selesoft Consulting, with headquarters and
offices in Genoa, Milan, Rome and Catania and over 300 employees, with
technical professional profiles of high level and high skills, are leading
national players in the development and industrial production of solutions
and smart technologies for the transmission and distribution of energy (smart
grid), the flexible and timely management of power generation and energy
consumption, energy efficiency, management of renewable energies and energy
islands and in the services, software and IT solutions sectors.
The transaction architecture, as already defined in two Memorandum of
Understanding signed on 29 July and duly disclosed to the market on the same
date, provides for the acquisition of the entire stake in the Target
Companies, following the completion of various transfers of shareholdings
between B.Soft, Ingefi and AVM Asset Management Value S.p.A. (the majority
shareholder of B.Soft Group) as well as the occurrence of the additional
requirements within the mentioned Memorandum of Understanding.
For these reason, to allow the fulfillment of the conditions laid down in the
Memorandum of Understanding, TerniEnergia has signed a letter of patronage in
favor of UniCredit SpA, to which the entire share Softeco had been issued to
pledge collateral of a previous loan provided by the same bank, for an amount
of up to Euro 1.4 million, effective until September 30, 2017.
TerniEnergia proven the occurrence of the conditions precedent, has acquired
the Target Companies according to the terms, procedures and conditions
briefly summarized below:

1 66% of the share capital of the Target Companies acquired from Ingefi
S.p.A., at a price equal to (i) n. two million TerniEnergia treasury shares
(with a fixed and unchanging value of Euro 1.2 each) to be listed on the
STAR segment of the Italian Stock Exchange by 28 February 2018; and (ii)
Euro 1 million to be paid in cash by November 30, 2017, no award of
interest;
2 the remaining 34% of the share capital of the Target Companies acquired
from B.Soft Group, at a price equal to (i) n. one million treasury shares
to be listed on the STAR segment of the Italian Stock Exchange by 28
February 2017; and (ii) Euro 1.3 million to be paid in cash by March 31,
2018, no award of interest.

As a result of the signing of the investment agreements, TerniEnergia is going
to prepare a new consolidated business plan that takes into account the
integration of the Softeco and Selesoft activities with those of TerniEnergia
and its group of subsidiaries.

TerniEnergia was assisted, respectively, by Pirola, Pennuto, Zei e Associati
and Fidital, for the fiscal and financial due diligence, and Orrick, with a
team led by partner, head of corporate Italian team, Marco Nicolini, for the
definition and assistance in relation to legal and contractual issues, as
well as for the two legal due diligence.

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; development and production
of technological devices. The Group is active in the energy management,
energy sales to energy intensive customers, software and services for energy
management, administrative, financial and credit management. The Group is
also active on the natural gas and liquefied natural gas (LNG) market,
offering a range of services and activities in order to develop Client's
business and achieve a competitive advantage providing the best market
conditions and creating a high added value.
TerniEnergia operates in the development of energy efficient plants both
through EPC scheme and FTT scheme (Financing Through Third Parties), pursuing
the objectives of increasing energy production from renewable sources, of
energy saving and reduction of emissions as set forth by environmental
European policy.
TerniEnergia is listed on STAR segment of Borsa Italiana S.p.A..

This press release is also available on the Companies' websites:
www.italeaf.comand
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, listed on the
STAR segment of the Italian Stock Exchange and active in the fields of
renewable energy, energy efficiency and waste management, 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, Numanova, operating in the
field of innovative metallurgy and additive manufacturing and Italeaf RE, a
real estate company.

PRESS RELEASE
http://hugin.info/162089/R/2053264/768484.pdf

---------------------------------------
This announcement is distributed by Nasdaq Corporate Solutions on behalf of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Italeaf S.p.A. via Globenewswire

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