WATER PARTNERS S.R.L.

Link to the website

The company was created with the intention of managing and administering all financial resources, relying on Genius Watter S.r.l. for the EPC part (Engineering, Procurement and Construction). The goal is to attract capital to allow the development of solar water factor projects, managing the necessary investments, financial resources, and cash flows generated by the plants.

In the corporate structure and business strategy, the option was chosen to keep the EPC activities - such as those carried out by Genius Watter - separate from the financial assets operated by Water Partners in order to ensure greater operational security and attractiveness for investment capital. As summarized in this graph:

Water Partners will purchase the engineered and managed plants from Genius Watter - the EPC Company - and collect the profits derived from the project activities - 16 desalination plants are planned for installation and implementation.

Water Partners S.r.l. Team includes some of the same figures present in Genius Watter S.r.l.:

• Genius Watter Campaign - for the development of the project located in Zanzibar.
• Water Partners Campaign - for the development of the project located in Pingwe.

BUSINESS PLAN

Water Partners S.r.l. is a company whose primary purpose is to manage the financial resources, investments, and proceeds deriving from the activities of the EPC Genius Watter S.r.l. Company and other affiliated companies in order to attract the necessary capital for corporate development.

As stated in the company's claim: "Water Partners S.r.l. invests in water projects developed by Genius Watter, an Italian company specialized in solar-powered water desalination, in selected African regions, with the aim of providing clean and potable water to local communities and businesses, in a sustainable way and according to a “pay-as-you-go business model".

Its corporate purpose includes: "the non-exclusive and non-publicly directed activity of acquiring interests in entities operating in the energy sectors, particularly solar photovoltaic, the collection, management, treatment, and sale of water, cold management, and any activities related to renewable energies [...] the company may also grant financing and provide collection, payment, and fund transfer services, with the related charges and interests".

Franco Traverso is the administrator of the company. The controlling company of Water Partners S.r.l. is Mega Group S.r.l., which is also owned by Franco Traverso.

Water Partners was established on October 31, 2023, and in the following months, it was capitalized through a capital increase that brought the company's Net Worth to 1 million euros. In the extraordinary assembly held on May 31, 2023, only 7 months after its establishment, a capital increase was resolved, up to a maximum of an additional 2.5 million euros, with the aim of capitalizing the company, by the end of the current year, with a Net Worth exceeding 3 million euros.

ENER2CROWD ANALYSIS

The company Water Partners S.r.l. was founded with the aim of managing, administering finance, investments and profits necessary for the development of the projects of the installed and built Solar Water Factories.
Despite the recent history of Water Partners S.r.l., the following elements have positively contributed during the analysis: the management of the company; a capitalization of 1 million euros paid and subscribed (and further capital increase to capitalize the Company up to a total of 3.5 million euros); the strong positive impact on the territory and communities, with the activation of numerous SDGs. In addition to these elements, there are also the lending campaigns already presented and successfully financed: one by Water Partners S.r.l. - and the other by Genius Watter S.r.l. - additional validity conditions to evaluate the history of the Group to be taken into account during the subscription phase. All these elements together have contributed to a positive evaluation of the analysis, making it a suitable operation to present to the crowd.

THE CAPITAL INCREASE - THE EQUITY CROWDFUNDING OPERATION

This equity crowdfunding campaign by Water Partners is dedicated to raising capital and subscription of shares of the company necessary for the increase of capital by the investor-subscribers who will therefore become shareholders of Water Partners S.r.l. as regulated by the Capital Increase Resolution and the Company's Bylaws.

The subscribed and paid-up share capital of Water Partners amounts to 1,000,000€, while with the Capital Increase Resolution of 31/05/2024, a share capital increase divisible at nominal value and without premium of shares worth 2,500,000€ has been approved to capitalize the company. Of this Capital Increase, an amount of 1.800.000,00 euros is offered for subscription to the crowd.

There are three categories of shareholders: A, B, and C, as regulated by the Company's Bylaws:

• Category A Shares - upon subscription of an amount equal to or greater than 250.000,00 euros:
They grant holders the patrimonial and administrative rights granted by law and by these bylaws, the pre-emption right referred to in articles 7 and 9, the voting right on matters referred to in letters a) and b) of article 22.1, the co-sale right referred to in article 8, and are subject to the drag-along right referred to in article 8.

• Category B Shares - upon subscription of an amount less than 250.000,00 euros and equal to or greater than 25.000,00 euros:
They grant holders the patrimonial and administrative rights granted by law and by these bylaws, the co-sale right referred to in article 8, and are subject to the drag-along right referred to in article 8, but they do not have the voting right on matters referred to in letters a) and b) of article 22.1.

• Category C Shares - upon subscription of an amount less than 25.000,00 euros and equal to or greater than 1.000,00 euros:
They grant holders the patrimonial and administrative rights granted by law and by these bylaws, the co-sale right referred to in article 8, and are subject to the drag-along right referred to in article 8. Category C Shares do not have the right to vote in the general meeting of shareholders and, for the period in which the board of auditors or the sole auditor is in place, either by legal obligation or by decision of the shareholders, they do not have the right to receive information from the directors on the conduct of the company's business and to consult, also through trusted professionals, the company's books and documents relating to the administration, except for the shareholder register, if any, and the book of shareholders' decisions. The shares of each category grant their respective holders the right to designate the common representative of the category.
In the event of the exercise of the Drag-Along Right, neither the pre-emption right nor the Co-Sale Right shall apply with respect to the related transfer of the shares.

N.B. - We recommend reading the Company's Bylaws in full to fully understand all the rights related to the categories of share subscription.

EXIT STRATEGY

PUT OPTION

Starting from 1.1.2029 and until 31.12.2030, the Project Owner undertakes to guarantee in advance the right, but not the obligation, (PUT OPTION) to those who subscribe to Quote B and Quote C, as better defined in the Bylaws, to exercise the option to sell the entire subscribed share with the investment at a value equal to the nominal amount of the shares increased by a simple interest for the period of 2%, to be applied to the period between the registration of the partner in the Chamber of Commerce and the date of exercise of the option right.

CALL OPTION

Starting from 1.1.2029, the Project Owner reserves the right, but not the obligation, (CALL OPTION) to exercise the option to purchase, even partially, the shares owned by the holders of Quote B and Quote C, as better defined in the Bylaws, at a value equal to the nominal amount of the shares or the fraction of the shares, increased by a simple interest of 15%, to be applied to the period between the registration of the partner in the Chamber of Commerce and the date of exercise of the option right.

GREAT OPPORTUNITY: THE RUBRICATION OF SHARES

The alternative subscription and transfer regime for B and C shares, as provided for in Article 100-ter, paragraph 2 of the TUF, is active for the Offer provided by DIRECTA SIM S.P.A., with registered office in Turin, Via Buozzi n. 5, tax code and registration number in the Register of Companies 06837440012, authorized Securities Intermediary (hereinafter "Directa SIM").

The Rubrication Service is charged, but for the Water Partners s.r.l. offer, all related costs will be borne directly by the Project Owner and the investors of B and C shares will not have to pay anything.

What is the alternative regime for the rubrication and transfer of shares provided for in Article 100-ter, paragraph 2-bis, of the Consolidated Finance Act (the "TUF")?

Article 100-ter, paragraph 2-bis, of the Consolidated Provisions on Financial Intermediation (the "TUF") introduced a particular regime for the rubrication and transfer of shares of limited liability companies subscribed through equity crowdfunding portals (the "Alternative Scheme"). This regime represents a new and easier system for the exchange of shares held by Ener2Crowd investors, 'alternative' to the traditional one provided for in Article 2470 of the Civil Code, which requires the involvement of a notary or accountant (the "Ordinary Regime") to finalize the transfer of ownership.

The Alternative Regime for the registration and transfer of shares subscribed through equity crowdfunding portals (also known as the "Rubrication Service") can only be activated in the case of limited liability companies and is implemented through the registration of the shares subscribed by the investor with an intermediary authorized to do so, with whom the Portal has previously entered into a specific agreement.

The intermediary identified by Ener2Crowd for the management of the Registration Service is Directa S.I.M. S.p.A. (hereinafter "Directa SIM").

During the order process, the investor decides whether to join the Alternative Regime or the Ordinary Regime.

The optional Registration of Shares service on Ener2Crowd is available to investors with Italian tax residency.

FOR FURTHER INFORMATION:

Alternative regime for the registration of shares

Terms and conditions of the alternative regime

SDGS ACTIVATED BY THE PROJECT

By financing this project, you can contribute to support and implement the following SDGs Sustainable Development Goals:

Why these SDGs?

• SDG 6 guarantees availability and sustainable management of water for all;
• SDG 7 production of electricity from renewable sources;
• SDG 8 improvement of working conditions in the area surrounding the plant;
• SDG 9 implementation of resilient structures and infrastructure;
• SDG 10 reduction of inequality;
• SDG 11 improvement of energy efficiency and strengthening of communities;
• SDG 12 responsible and efficient consumption of available resources;
• SDG 13 combating and mitigating climate change with a related reduction in GHG.

Become a protagonist of the future and sustainable development by financing this initiative!

WATER PURIFICATION BY PHOTOVOLTAIC ENERGY

This approach harnesses the energy produced by photovoltaic solar panels to power purification plants that treat water safely and efficiently. Here is a brief description of the process: Photovoltaic solar panels convert solar energy into continuous electricity using photovoltaic cells. This electrical energy is then used to power the entire water purification system. The energy produced by the solar panels is used to power pumps, filters, and other devices in the water purification plant. Raw water, sourced from rivers, lakes, seas, or wells, is pumped through the purification system. Here, it goes through various treatment stages such as sedimentation, filtration, disinfection, and other chemical or physical processes to remove contaminants like bacteria, viruses, harmful chemicals, and solid particles. After treatment, the purified water, now safe for human consumption or other uses, is distributed to communities or stored for future use. The use of solar energy in this process has several advantages: Solar energy is a renewable and clean source, reducing the environmental impact of the purification process. Locally produced energy reduces dependence on external power sources, making the system more reliable and sustainable. In the long term, solar energy can reduce operational and management costs since solar energy is free after the initial installation of photovoltaic panels. This technology is widely applied in many parts of the world to address challenges related to access to safe drinking water and clean energy.

SOCIETAL BENEFITS

• Constant 24/7 supply of clean quality water in short periods of time, free from scaling salts that damage hotel plumbing and water organs, resulting in cost savings on maintenance.

• The photovoltaic system (45 kWp) connected to the desalination plant allows for a significant saving of equivalent CO2 emissions*.

• Clean water at "km 0" for more sustainable hotels: with this solution, water travels a shorter distance from the source to distribution, as the furthest served hotel is max 4 km away from the solar water factory (previously water trucks traveled approximately 20 km, one way, to reach the nearest water source).

• Contribution to the economic development of the local community, supporting agricultural activities.

• Transfer of skills and creation of job opportunities on-site for the installation, management, and maintenance of the solar water factory, as well as distribution through water trucks.