Read the press release in PDF format here (in Italian)
REDELFI ACCELERATES DEVELOPMENT IN THE ITALIAN STORAGE MARKET
BINDING AGREEMENT SIGNED FOR THE ACQUISITION OF GPA SOLUTION S.R.L., ACTIVE IN THE DEVELOPMENT OF BESS PLANTS WITH A 1.2 GW PIPELINE IN ITALY
Milan, October 30, 2023
Redelfi S.p.A. (“Redelfi” or the “Company”), a company at the head of the industrial group of the same name with operational headquarters in Genoa engaged in the development of innovative and sustainable infrastructures to facilitate the energy transition and listed on the Euronext Growth Milan segment of Borsa Italiana, announces the acquisition of the company GPA Solution S.r.l. (“GPA”), from the Italian-registered company TZU S.r.l. (“TZU”).
The acquisition, involving a 100% stake in the share capital of GPA, was made with the ultimate goal of implementing stand-alone Battery Energy Storage System (“BESS”) development activity in Italy as well, to ensure the achievement of the ambitious development target set out in the recently concluded agreement with the WRM Group (see press release of Oct. 4, 2012).
GPA, through its subsidiary REC Storage S.r.l. (“REC Storage”), a company incorporated in February 2023, is currently engaged in the development of a 1.2 GW pipeline of BESS plants (the “Pipeline”).
The payment for the acquisition has been set in the amount of EUR 300,000, plus an earn out that will be recognized as a number of 1,550,000 newly issued Redelfi shares that TZU will have the right to underwrite in December 2028 at a price of EUR 2 per share, or possibly, in a cash sum of EUR 11.2 million if the value of Redelfi’s stock as of December 1, 2028 is higher than EUR 9.2 per share (the “Earn Out”).
The shares recognized as Earn Out to TZU will be derived from the exercise of the delegation of authority pursuant to Article 2443 of the Civil Code granted to the Board of Directors by the Shareholders’ Meeting of April 29, 2022 (the “Delegation of Authority”). If the Board of Directors does not execute the Proxy by December 31, 2024, the Earn Out will still be due in cash, again in the amount of EUR11.2 million.
The Earn Out will be paid to TZU only on the condition that, as of December 1, 2028, a significant portion of the projects included in the Pipeline, with a total capacity of at least 800MW, have actually been developed, licensed, and sold.
GPA, in addition to the energy market, and in particular BESS as an innovative and sustainable technology, also operates in commodity trading, an activity that, following the acquisition, Redelfi contractually committed not to continue and to transfer irrevocably and without constraints to the selling party, as it is not in line with the Company’s core business. In the fiscal year of 2022, GPA reported revenues of EUR26 million, entirely attributable to the aforementioned commodity trading business, with slightly negative EBITDA (amounting to EUR EUR 130 thousand) and zero NFP. As a result of what has been said above about Redelfi not continuing its trading activity, the case of reverse take-over pursuant to Article 14 of the Euronext Growth Milan Issuers’ Regulations does not apply. Due to the latest completed transactions, as previously announced, the Company will update the estimates included in the Business Plan shared with the market on November 2, 2022.
Davide Sommariva, Chairman of the Board of Directors of Redelfi S.p.A. commented, “The acquisition of GPA allows Redelfi to accelerate its development activity in the Italian market, bringing an articulated pipeline of projects that in part can be pooled in the joint venture with WRM Group and in part can be offered to third party investors.”
The transaction qualifies as significant under Article 12 of the Euronext Growth Milan Issuers’ Regulations.
This press release is available on the website www.redelfi.com, Investor Relations > Press Releases section and at www.1info.it.
Redelfi is the parent company of the Redelfi Group active in the digital and green transition by taking a highly innovative approach to defining products, services and processes with a strong focus on adherence to ESG principles in business management. Following the 2023 half-year financial report, the Group achieved a Production Value of EUR 4.2 million and Net Income of EUR1.4 million. The Net Financial Position amounted to EUR 3 million and the Shareholders’ Equity amounted to EUR 11 million.
Contacts:
ISSUER
Redelfi | Investor Relations Manager | Erika Padoan | investor-relations@redelfi.com | T: +39 320 7954739 | via A. Scarsellini, 119 Torre B “I Gemelli” 11 piano, 16149 Genova
Redelfi | Media Relations | Carolina Beretta | carolina.beretta@redelfi.com | via A. Scarsellini, 119 Torre B “I Gemelli” 11 piano, 16149 Genova
INVESTOR & FINANCIAL MEDIA RELATIONS
IR Top Consulting | Investor Relations | ir@irtop.com | T: + 39 02 4547 3884/3 | Via Bigli, 19 – 20121 Milano
IR Top Consulting | Media Relations | d.gentile@irtop.com | T: + 39 02 4547 3884/3 | Via Bigli, 19 – 20121 Milano
EURONEXT GROWTH ADVISOR & SPECIALIST
Integrae SIM | info@integraesim.it | T: +39 02 96846864 | Piazza Castello, 24 – 20121 Milano
