Read the press release in PDF format here (in Italian)
REDELFI FOCUSES ON BESS: THE BOARD OF DIRECTORS APPROVES THE SPIN-OFF OF NON-CORE ACTIVITIES
Milan, April 7 2025
The Board of Directors of Redelfi S.p.A. (“Redelfi” or the “Company”), the parent company of the industrial group of the same name with operational headquarters in Genoa – engaged in the development of innovative and sustainable infrastructure to promote energy transition, and listed on the Euronext Growth Milan segment of the Italian Stock Exchange – following the press release issued on March 26, 2025, and in line with the strategic guidelines outlined in the foreseeable evolution of the management of the draft financial statements as of December 31, 2024, today approved the sale of the shareholdings relating to the subsidiary Enginius S.r.l. (“Enginius”) and RT&L S.r.l. (“RT&L”), in which it holds a 26% stake through GPA Solutions (“non-core companies,” hereinafter referred to as the transaction as a whole, the “Spin-off”), in order to focus its entrepreneurial attention on the green business line, namely the development of BESS on both the Italian and US markets.
The agreement underlying the spin-off provides that Redeem Finance S.r.l. (“Redeem”), owned by Marinetta S.r.l. and Intersidera S.r.l. (major shareholders of Redelfi), will acquire from Redelfi the shareholdings in the non-core companies at the carrying value recorded in the financial statements, for a total of approximately €0.8 million, and that it will approve, in return, a capital increase at par value, for the benefit of Redelfi itself, for a 33.33% stake. The agreement also provides that the Company is entitled to 50% of any capital gains on the future sale of the non-core companies.
Redeem’s share capital will be held 33.33% by Redelfi and 33.33% by TZU S.r.l. (hereinafter “TZU”) as part of the implementation of the agreement described below, while the remaining portion will be held by Marinetta S.r.l. and Intersidera S.r.l..
It should be noted that, in October 2023 – ref. press release October 30, 2023 – Redelfi acquired GPA Solution S.r.l., already active in the development of BESS in the Italian market, from TZU for an agreed purchase price of €300,000, plus an earn-out of €11.2 million (“GPA Earn-out”), to be paid upon the achievement of certain objectives related to the development of a particular pipeline.
The agreement, which will be signed by the end of the month, therefore provides that, instead of Redelfi paying the GPA earn-out to TZU, the latter will subscribe to the capital increase in Redeem, for a 33.33% stake, reinvesting the credit owed by Redelfi in the development of Redeem’s activities. Conversely, the shareholders Marinetta S.r.l. and Intersidera S.r.l. have also committed themselves by providing full guarantees for the development of Redeem’s activities, for a minimum amount of €7.5 million.
As a result of this transaction, Redelfi will benefit both from the deconsolidation of financial debts recorded by Enginius S.r.l., amounting to approximately €1.7 million, and from the potential proceeds deriving from the possible future resale by Redeem of its holdings in non-core companies.
The spin-off also streamlines the corporate structure of the Redelfi Group and aims to optimize the focus of its activities on the energy sector, concentrating investments, financial and human resources on the development of BESS, due to the acceleration of the Italian and US markets.
The transaction is significant pursuant to Article 12 of the Euronext Growth Milan Issuers’ Regulations, as it exceeds 25% of the turnover relevance index and, furthermore, is classified as a transaction with related parties of major significance pursuant to Article 13 of the Euronext Growth Milan Issuers’ Regulations. It will therefore be submitted to the Company’s related parties committee for approval.
The information document relating to the transaction will be made available to the Company, following the completion of the agreement, in the manner and within the time frame set out in the procedure for transactions with related parties of the Company, available on the website www.redelfi.com, section Investor Relations > Documents.
This press release is available on the website www.redelfi.com, section Investor Relations > Press Releases and on www.1info.it.
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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. In the financial year 2023, the Group achieved a Production Value of EUR 11 million and a Net Profit of EUR 3 million. The Net Financial Position is cash negative in the amount of EUR 4.8 million and the Net Equity is EUR 25 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
Integrae SIM | info@integraesim.it | T: +39 02 80506160 | Piazza Castello, 24 – 20121 Milano
