Document 6601816

 KINEXIA S.P.A.
WASTE ITALIA S.P.A.: 200 MILLION EURO BOND FULLY
SUBSCRIBED
Milan, 14 November 2014. Kinexia S.p.A. ("Kinexia"), company listed on the MTA segment of the Italian
stock exchange (Borsa Italiana) and operating in the renewable energy and environment sectors, has reported
that the Board of Directors of its subsidiary Waste Italia S.p.A. ("Waste Italia" or the "Issuer"), leading subholding in the special waste management and environmental services sector, met during the evening of 13
November 2014 and resolved, in accordance with Article 2410 of the Italian Civil Code, on the details of the
issue of the debenture loan, as announced late October (the "Debenture Loan").
The Euro 200 million Debenture Loan has been fully subscribed.
Giuseppe Maria Chirico, Chairman and Chief Executive Officer of Waste Italia S.p.A., commented: “I
am extremely satisfied with the results of the operation, which once again confirms the quality of the team and
company and of our business model, which has clearly been appreciated on the international financial markets.
This operation enables us to strengthen further and successfully pursue the development objectives we have
set ourselves".
Pietro Colucci, Chairman and Chief Executive Officer of Kinexia, commented: "This operation makes for a
brilliant conclusion to what has been an extraordinary year for the Kinexia Group, which started last December
with the listing of Innovatec and continued with the reverse merger of Kinexia and Sostenya that took the
Waste Group to the stock exchange; with the successful exit of the Synergo fund from the Waste ownership
structure, in exchange for Kinexia shares; with Consob's clearance for the whole project and the simultaneous
removal from the grey list; with a major M&A operation involving the acquisition of the Geotea Group; and,
finally, with the 10 million Green Bond on Innovatec and the 200 million bond of Waste Italia.
It has been a great deal of hard work, ended with a road show organised in London, New York, Paris, Frankfurt
and Milan, where our management successfully gained greater recognition and popularity, obtaining
subscriptions from international and Italian investors alike totalling 200 million, at a time when the market is
extremely demanding and a great many deals are being proposed and then withdrawn.
We should be extremely proud indeed of what we have managed to achieve, because all these operations in just
one year completely overturn the Group's profile, repositioning it in terms of size, credibility on the international
markets and prospects in a way that could not even have been remotely imagined just one year ago. Finally, my
thanks go to all the professionals involved and in particular to the great global bank that is Jefferies, which has
never ceased believing in our capacity and in this deal, as well as to the law firms that helped us and NTCM, in
particular, for the bond and GOP for the M&A, not to mention the aid offered by Rothschild as our advisor,
accompanying us through this long, complex journey".
The bonds will be issued at 92.294% of the nominal value with a maximum term of 5 years, running from the
issue date and with redemption in 2019; an annual coupon of 10.50% is envisaged.
The bonds will be listed on the Official List of the Irish Stock Exchange and on the ExtraMOT Pro – the
professional segment of Borsa Italiana.
More specifically, the Issuer declares that on 13 November 2014, it presented Borsa Italiana S.p.A. ("Borsa
Italiana") with an application for admission to trading of the bonds on the PRO segment of the ExtraMOT
market. The decision taken by Borsa Italiana and the start date of trading of the bonds on the ExtraMOT PRO
market, together with the information necessary for trading, will be disclosed by Borsa Italiana in a specific
notice.
Waste Italia will use the resources deriving from the debenture loan to pursue its own business objectives and
those of the Group companies. The debenture loan will, moreover, allow to obtain the resources required to
refinance the Group's business; to reorganise the Environment business under a single sub-holding, Waste Italia,
KINEXIA S.p.A.
Investor
Relations Raffaele
Vanni
e-mail: [email protected]
Tel. +39-02-87211700
Fax +39-02-87211707
PRESS OFFICE
Alberto Murer
Tel. +39-334-6086216
Fax +39-02-87211707
[email protected]
Image Building
Simona Raffaelli, Alfredo Mele, Anna Lisa Margheriti
Tel. +39 02 89011300
[email protected]
through the infra-Group purchase and sale of the company Faeco S.r.l. (currently a subsidiary of Ecoema S.r.l.,
in turn controlled by Kinexia), of the minority share (35%) held in SMC S.p.A. (currently held by Ecoema S.r.l.)
and the landfill biogas branch (currently owned by Volteo Energie S.p.A., a full subsidiary of Kinexia); and to
provide the company with extra liquid funds that can be used both to acquire the Geotea Group, as per the press
release issued on 3 November 2014, and to make the most of any market opportunities that may arise.
Waste Italia used Rothschild as Financial Advisor for the operation and law firms NCTM and Paul Hastings
LLP as legal advisors.
The minutes of the board of directors meeting will be made available to the public in accordance with the applicable laws.
KINEXIA (from the greek movement), a listed company in the segment of the Italian Stock Exchange, is a financial holding company, with subsidiaries active in the
fields of renewable energy and the environment. The Company, through Volteo Energie SpA, a sub-holding company active in renewable energy, has built and put
into operation 46MWp of PV systems, owns 7 plants of bioenergy from about 1 MWe each, approximately 6 MW of biogas from landfill and has started the
construction of a wind farm in Calabria 30MWe site. In addition, Kinexia controls 74.77% of SEI Energia SpA, a company active in the sale of electric and thermal
energy, respectively, for 27Mwt and 98MWth in the Turin area. Kinexia, also, through the company Innovatec SpA listed on AIM Italy is active in the development
and offer of innovative technologies, products and services for the corporate and retail markets in the context of distributed generation smart grid and smart cities,
energy efficiency and storage of energy. The new business model is based on the innovation technology both in terms of products and processes, and on the
connections between the web and the energy efficiency and renewable energy. Finally, the company, through Ecoema Srl and Waste Italia Partecipazioni SpA
(recently acquired as a result of the merger of Sostenya in Kinexia), is operating in the environmental sector through, respectively, Faeco Srl, which owns a landfill
with a total capacity of about 1,7 million tons and Waste Italia SpA and its subsidiaries ("Waste Italia Group”). Waste Italia Group, is one of the main operators at
the national level in the field of waste management and environmental services; in particular the activities of Waste Italia Group entirely cover the whole chain of
integrated waste management through the collection, transportation, sorting, treatment, recovery, development and disposal of special waste, ie typically those that
come from activities industrial production and trade. Waste Italia Group is a historical reality in the domestic market, with a strong expertise not only logistics but
also in the design, implementation and management of systems dedicated to the enhancement and the treatment of waste. It has a portfolio of over three thousand
customers established in the market of services of waste management and disposal, with nine selection centers and seven collection points in five landfills, giving
complete coverage of the design of the supply chain plants, collection and selection, until final disposal, with a wide and integrated range of services, consulting and
customization, including through a sales network spread throughout the country. Following the reverse merger became effective on August 11, 2014, Kinexia, in
April 2014 approved the new Strategic Plan 2014-2018 confirms existing lines of business in the areas of agro, district heating wind turbine / small wind turbines,
photovoltaics on the roof and energy efficiency with a focus on the environmental sector and internationalization.
This announcement does not constitute and must not be construed as an offer to the public nor must it be construed as a solicitation to buy any securities in any of the companies of the Kinexia Group. This announcement is not an agreement and is not addressed to any person located in any jurisdiction, including the United States, in which the diffusion of this announcement is contraty to the laws of said jurisdiction or would request the prior authorization of this announcement. The persons who will come into possession of the documents or materials mentioned in this announcement must inform themselves. Any violation of what set out hereunder might constitute a violation of the laws of said jurisdictions. Any securities issued pursuant to the transaction described in this announcement will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or under any other applicable laws of any state of the United States of America and said securities will be offered or sold in the United States of America uniquely under an exemption from, or pursuant to a transaction which is not subject to the registration requirements under, the Securities Act. Accordingly, the securities will be offered only to qualified institutional buyers and to persons outside the United States in reliance on Rule 144A and Regulation S under the Securities Act, respectively.There will not be an offer to the public in the United States of America. The content of the website of Kinexia and Waste Italia – as well as of any other website accessible from said two sites through hyperlinks – cannot be considered as incorporated in or being part of this announcement. KINEXIA S.p.A.
Investor
Relations Raffaele
Vanni
e-mail: [email protected]
Tel. +39-02-87211700
Fax +39-02-87211707
PRESS OFFICE
Alberto Murer
Tel. +39-334-6086216
Fax +39-02-87211707
[email protected]
Image Building
Simona Raffaelli, Alfredo Mele, Anna Lisa Margheriti
Tel. +39 02 89011300
[email protected]