(ACTA) ACTA SpA

Acta S.p.A.

("Acta" or "the Company")

Business Update and

Past Transaction Update

Acta S.p.A. (AIM: ACTA), the clean energy products company, is pleased to provide an update on the recent development of the business.  The Company is also providing an update in relation to developments regarding a previous transaction undertaken by the Company in December 2010. 

Business update

As is evidenced by recent announcements, the Company has seen continued success and commercial validation in the applications of its highly innovative hydrogen generator products and electrolyser stacks via commercial engagement with customers and partners.  In addition to the previously disclosed agreements the Company has seen an increasing number of commercial enquiries and orders across its product range.  The recent acceleration in product commercialisation clearly demonstrates the commercial viability of the Company's products and its growth prospects. 

As announced on 22 September 2011, the Company has been seeking to finance the growth of its production activities through its current banking relationships as well as through the disposal of its remaining portfolio of photovoltaic consents and the collection of grant receipts and working capital receipts due on the completion of EPC photovoltaic installation contracts.  Having made a careful review of the financial resources available to it from these sources, the Board has determined that the level of capital currently available will not be sufficient to finance the Company through to full profitability and cash breakeven, and has therefore decided to seek additional funds through alternative sources to finance the working capital requirements of the Company's current commercial expansion.  The level and form of this financing has not yet been fully decided but there is a likelihood that there will be a requirement to raise additional equity. 

Past transaction update

The Board also wishes to provide an update in relation to a previous transaction undertaken by the Company in December 2010.  

In December 2010, Acta completed the sale of ten photovoltaic authorisations at a value of €2.45 million to a group of Italian investors through Auditors Italiana S.r.l. and Ingefin S.r.l., two Italian investment companies (the "Investment Companies").  This sale was completed and paid in full in cash in December 2010.  After an initial provision in the audited results for the year ended 31 December 2010, the revenue and cash proceeds of this sale were recognised in Acta's Interim accounts to June 2011. 

At the time of the sale Acta was itself planning to build, own and operate a portfolio of photovoltaic projects if it could raise the additional capital needed.  In order that Acta would have access to a sufficiently large portfolio of photovoltaic consents for own development, Acta obtained a call option (the "Call Option") under a separate agreement to repurchase the authorisations from the Investment Companies during the period up to April 2011, at Acta's sole discretion, if it should choose to do so.  Due to the subsequent upheavals in the Italian photovoltaic sector Acta was unable to finance and implement this strategy and the option was therefore allowed to lapse. 

In granting the Call Option to Acta, the Investment Companies relied upon a separate agreement with Bertam S.r.l. ("Bertam"), a company controlled by Paolo Bert, Acta's CEO and 35.3% shareholder in Acta, under which Bertam agreed to purchase any projects that were not built by the Investment Companies or repurchased by Acta under its Call Option.  This agreement that Bertam entered into was in order that Bertam could itself build out the projects if Acta did not proceed to do so.  This was not disclosed at the time. 

Upon further review the Board has determined that the Bertam agreement, given the involvement of Bertam as a related party of the Company, and to the degree that it allowed Acta to obtain the Call Option, should have been disclosed at the time. 

The Board has satisfied itself that the sale of the photovoltaic authorisations by Acta to the Investment Companies was made at the same price as that achieved by Acta on the majority of its authorisation sales during 2010, which involved projects of a much smaller size, and that the price therefore represented a fair market price.  The Board is also satisfied that Acta has received substantial benefits from the sale and has not been adversely affected. 

As a result of the legislative changes to the Italian photovoltaic sector introduced by the Romani decree in March 2011 and subsequent downturn in the Italian photovoltaic sector, the Investment Companies no longer intend to build the photovoltaic consents acquired and have taken legal action against Bertam to obtain payment of €2.9 million for the photovoltaic authorisations.  Accordingly the financial situation of Bertam has been adversely affected by the agreement with the Investment Companies and the fall in value of Bertam's investment portfolio which includes the Acta shares which Bertam holds.  If the legal action against Bertam ultimately should prove to be successful and an alternative settlement cannot be reached, Bertam may be required to sell shares of Acta in order to settle the Investment Companies' claim. 

- ENDS-

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About Acta S.p.A.

Acta S.p.A. is a developer and manufacturer of a range of clean energy products.  Its product line includes market-leading compact hydrogen generators (electrolysers) which produce pure, dry and compressed hydrogen in a way that is easy-to-use and completely safe, and the Company is committed to integrating its award-winning electrolysers with renewable energy sources.

Acta's cost-competitive electrolysers are based on its proprietary, inexpensive environmental catalyst and hydrogen conversion technologies.  These products help overcome the barriers to the adoption of fuel cells, most notably the lack of a local hydrogen infrastructure. 

Acta's low-cost hydrogen generators represent a unique breakthrough in electrolyser technology.  They can operate using mains power or intermittent renewable energy, and produce clean, dry hydrogen already at pressure for use in fuel cell and other applications.  This unique combination of features avoids the system complexity and energy cost of further cleaning, drying and compression of the hydrogen, resulting in a simple, compact, low-cost and highly efficient system that is ideally suited for energy conversion and storage applications.  In such applications, which include battery replacement and renewable energy storage, low cost and high efficiency are critical to commercial viability, while hydrogen compression is essential for the energy density of the system. No other water electrolyser currently on the market offers this combination of benefits.

Acta is focusing on delivering its products to markets with high volume demand for high-value environmental solutions (transport, back-up power, energy and leisure).  It is accelerating the commercialisation of its products via partnerships with original equipment manufacturers (OEMs), distributors, and agents in these sectors, and intends to drive down production costs at high volume via contract manufacturing. 

Acta S.p.A. is based near Pisa, Italy, and was admitted to trading on AIM in October 2005.

www.actagroup.it                                                                                                      www.actaenergy.it 

Acta S.p.A.

("Acta" or "the Company")

Conditional Sale of Photovoltaic Projects

Acta S.p.A. (AIM: ACTA), the clean energy products company, is pleased to announce that it has completed the conditional sale, subject to due diligence, of two photovoltaic project consents totalling 1.5 MW.  The project consents, located in Toscana and developed by Acta between 2010 and 2011 have been sold to Fedi Impianti S.r.l. ("Fedi"), the Company's joint venture partner for its previous photovoltaic sector initiatives. On completion of the sale, Acta will retain an equity interest in the two projects, rather than receive a cash payment for the authorisations.

The projects are expected to be installed by Fedi during the first quarter of 2012 and then sold as completed, connected PV installations during summer 2012.  The installation of the projects will be financed by Fedi through Fedi's existing banking facilities without any funding or other financial support being provided by Acta.  As indicated, Acta will retain an equity interest post sale in the projects and expects this interest to be valued in the range of €130,000 to €160,000 upon completion and final sale of the projects to a third party.

This contract represents a continuation of Acta's strategy, announced in September 2011, to dispose of its remaining interests in the photovoltaic sector without further commitment of capital to these activities.  The Company expects that it will be able to announce further disposals in due course.

- ENDS-

For further information please contact:

Media enquiries:

About Acta S.p.A.

Acta S.p.A. is a developer and manufacturer of a range of clean energy products.  Its product line includes market-leading compact hydrogen generators (electrolysers) which produce pure, dry and compressed hydrogen in a way that is easy-to-use and completely safe, and the Company is committed to integrating its award-winning electrolysers with renewable energy sources.

Acta's cost-competitive electrolysers are based on its proprietary, inexpensive environmental catalyst and hydrogen conversion technologies.  These products help overcome the barriers to the adoption of fuel cells, most notably the lack of a local hydrogen infrastructure. 

Acta's low-cost hydrogen generators represent a unique breakthrough in electrolyser technology.  They can operate using mains power or intermittent renewable energy, and produce clean, dry hydrogen already at pressure for use in fuel cell and other applications.  This unique combination of features avoids the system complexity and energy cost of further cleaning, drying and compression of the hydrogen, resulting in a simple, compact, low-cost and highly efficient system that is ideally suited for energy conversion and storage applications.  In such applications, which include battery replacement and renewable energy storage, low cost and high efficiency are critical to commercial viability, while hydrogen compression is essential for the energy density of the system. No other water electrolyser currently on the market offers this combination of benefits.

Acta is focusing on delivering its products to markets with high volume demand for high-value environmental solutions (transport, back-up power, energy and leisure).  It is accelerating the commercialisation of its products via partnerships with original equipment manufacturers (OEMs), distributors, and agents in these sectors, and intends to drive down production costs at high volume via contract manufacturing. 

Acta S.p.A. is based near Pisa, Italy, and was admitted to trading on AIM in October 2005.

www.actagroup.it                                                                                                      www.actaenergy.it