What follows is the press release, available (in Italian) in PDF format.

REDELFI ACCELERATES DEVELOPMENT ON THE ITALIAN STORAGE MARKET

BINDING AGREEMENT SIGNED FOR THE ACQUISITION OF GPA SOLUTION S.R.L., COMPANY ACTIVE IN THE DEVELOPMENT OF BESS PLANTS WITH A 1.2 GW PIPELINE IN ITALY

Milan, 30 October 2023
Redelfi S.p.A. (“Redelfi” or the “Company”), a company heading the industrial group of the same name with operational headquarters in Genoa – active in the development of innovative and sustainable infrastructures to facilitate the energy transition, 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 company TZU S.r.l. (“TZU“).

The acquisition, a 100% stake in GPA’s share capital, was made with the ultimate goal of implementing the stand-alone Battery Energy Storage System (“BESS“) development activity also in Italy, 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, 2023).
GPA, through its subsidiary REC Storage S.r.l. (“REC Storage“), a company established in February 2023, is currently engaged in the development of a 1.2 GW pipeline of BESS plants (the “Pipeline“).

The consideration for the acquisition is set as EUR 300,000, plus an earn out that will be recognized in 1,550,000 newly issued Redelfi shares that TZU will have the right to subscribe in December 2028 at a price of EUR 2 per share, or in a cash sum of EUR 11.2 million if the value of Redelfi’s stock as of December 1, 2028 will be 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 proxy granted to the Board of Directors by the Shareholders’ Meeting of April 29, 2022 (the “Proxy“) pursuant to Article 2443 of the Civil Code. 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 EUR 11.2 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, authorized and sold.

GPA, in addition to the energy market, and in particular BESS as an innovative and sustainable technology, also operates in the raw materials trading sector, an activity which, following the acquisition, Redelfi has 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 2022 financial year, GPA recorded a turnover of EUR 26 million, entirely attributable to the aforementioned raw materials trading activity, with a slightly negative EBITDA (equal to EUR -130 thousand) and zero NFP. As a result of the foregoing regarding Redelfi’s non-prosecution of trading activities, the case of reverse take-over pursuant to Article 14 of the Euronext Growth Milan Issuers’ Regulations does not arise. 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 website www.redelfi.com, section Investor Relations > Press Release, and on www.1info.it.

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Redelfi is the company at the helm of the homonymous Group, engaged in the digital and green transition through a strongly innovative approach in the definition of products, services and processes with special attention on the respect of ESG criteria and governance.
Following the 2023 half-yearly financial report, the Group achieved a Value of Production of € 4.2 million and a Net Result of € 1.4 million. Net Financial Position is € 3 million, and Net Equity is € 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