Photovoltaic project

Rete Rinnovabile S.r.l. (Discontinued operations)

Sale of business unit and capital injection to RTR sale

On 29 January 2010, in order to implement the ongoing solar energy project, the Board of Directors of SunTergrid authorised the sale to RTR, a subsidiary, of the Company's line of business comprising the generators of electricity from renewable energy sources for self-consumption or sale, together with all activities and the design, construction, management, development and maintenance contracts relating to the above plant. Payment for the transaction, which took effect as from 1 February 2010, amounted to € 3.2 million, in line with the market value of the branch sold, as resulting from the expert opinion prepared by independent professionals. Additionally, on the same date, the Board of Directors of SunTergrid resolved to inject capital of € 5.0 million to the subsidiary. This injection was made in February. 

Acquisition of the company Reno Solar S.r.l. and merger into RTR

On 22 July 2010, Rete Rinnovabile S.r.l. completed the purchase of the entire share capital of Reno Solar S.r.l. (“Reno Solar”), incorporated on 25 January 2010 by Tre S.p.A. Tozzi Renewable Energy. The price paid amounted to approximately € 9 million. Reno Solar was the owner of the project relative to constructing and running a solar energy plant of approximately 35 MWp and relative concessions to the NTG in the Alfonsine Municipality (RA). The ordinary and extraordinary Quota holders’ Meeting of the acquired company, on the same date, appointed the new Sole Director and deliberated to amend the by-laws and, amongst other things, moving the company registered offices to Rome.
On 23 December 2010 the deed was stipulated for the merger by incorporation of Reno Solar S.r.l. into RTR S.r.l., with effect as from 28 December 2010, in accordance with that established by the merger project approved on 2 August 2010 by the Board of Directors of RTR and the Sole Director of Reno Solar. The merger project involved cancelling all shares of the merged company, with no change to be made to the quota capital of the merger company and with no share exchange ratio nor any cash compensation. 

Intercompany Terna and RTR loan

On 8 September 2010, in implementation of the resolution taken by the Board of Directors on 17 February 2010, Terna provided a loan of € 500 million. The loan was stipulated for an initial duration of more than 5 years and is interest-bearing, with interest to be calculated at the EURIBOR six month rate increased by a spread of 1.70%. More specifically, compulsory early repayment is envisaged should the control structure change. On the matter, considering the company sales agreement, and as better explained in the paragraph entitled "Events after the reporting period" to which we would refer you, on 28 January 2011, the company RTR stipulated a refinancing agreement with a pool of 7 banks, for an 18-year term and a total maximum amount of € 593.8 million. This has the main aim of refinancing the investments sustained to develop the photovoltaic plant portfolio held by Rete Rinnovabile, on the basis of project financing non recourse. 

Agreement for the disposal of RTR

On 18 October 2010 Terna, SunTergrid and Terra Firma Investments (GP) 3 Limited (wholly-owned by Terra Firma Capital Partners III, L.P.) undersigned a preliminary agreement to transfer 100% of the share capital of Rete Rinnovabile S.r.l. (and of the latter's subsidiaries).
The compensation for the operation was agreed in a modular fashion (in terms of enterprise value) on the basis of the plants which, on the closing date (31 March 2011), alternatively benefited from the incentives of the 2010 Energy Account or the Energy Account of the first months of 2011. For details of the transaction, please refer to the paragraph entitled “Events after the reporting date”. 

Acquisition of shares in the company Valmontone Energia S.r.l. and capital injection

On 25 October 2010, the company RTR completed the acquisition of shares accounting for a total of 98.5% of the share capital (equating to € 1,118,106.99) in Valmontone Energia S.r.l. from Troiani & Ciarrocchi S.r.l. and C.I.EL. S.p.A. Payment for the sale was made to the sellers for € 279,526.75, corresponding to 98.5% of the share capital already paid-in (25% of the share capital) and € 838,580.24 was paid directly to the company for payments of share capital subscribed by RTR and still outstanding. On 8 November 2010, the shareholders Troiani & Ciarrocchi S.r.l. and C.I.EL. also made payments of outstanding capital (totalling 1.5% of the capital).

Troiani & Ciarocchi and C.I.EL. granted RTR the irrevocable right to purchase the entire residual interest held by them in the company’s capital, which can be exercised after  ommissioning and testing of the solar power plants. The sellers, as consortium winners of the tender for the building lease to realise solar power plants on land owned by the Valmontone Municipality, founded the company Valmontone Energia S.r.l., as set out by the relative licensing agreement.

The business objects of the company is to design, install and manage a solar power network. Valmontone Energia S.r.l. is the owner of the project relative to constructing and running a solar energy plant of approximately 7 MWp and relative licenses to the NTG in the Valmontone Municipality (RM). On the same date of 25 October 2010, the ordinary Meeting of the shareholders of the company acquired also appointed the new Sole Director, a new board of auditors and resolved to amend the company’s Bylaws, amongst other changes moving the company's registered office to Rome.

On 8 November 2010 the Board of Directors of RTR resolved to finance the company Valmontone Energia for an amount of up to € 25 million, to be delivered by making payments on capital account and/or in accordance with the terms and conditions deemed to be most appropriate and useful.
To this end, on the same date, RTR injected capital of € 10 million to Valmontone Energia S.r.l. 

Acquisition of business units from Eva Solare

On 19 November 2010, with reference to the photovoltaic plant under construction in Brindisi 1, of authorised power of 8.4672 MWp and the photovoltaic plant under construction in Brindisi 2 of authorised power of 10.080 MWp, RTR acquired the following from Eva Solare S.r.l.:
a) land rental contracts;
b) the projects for the design, development and operation of photovoltaic plants and the related intellectual property rights, economic exploitation rights and rights for use, reproduction and processing, of the drawings, designs, layouts, specifications and other documents relating to the photovoltaic plants;
c) the consolidated authorisations, which RTR successfully took over on 25 November 2010. The price of the above transaction amounted to approximately € 2.4 million for the Brindisi 1 photovoltaic plant and € 0.6 million for the Brindisi 2 photovoltaic plant.