Call for tenders Energy 5.0 Defence

What you need to know

• Difesa Servizi S.p.A. has published a call for tenders for the concession, for the duration of 25 years, of military sites throughout Italy for the installation and management of photovoltaic plants.
• The initiative is part of the national energy transition and aims to enhance non-operational military areas, favouring the production of green energy also for the direct benefit of the Ministry of Defence.

Difesa Servizi S.p.A.¹ has published a call for tenders for the concession, for the duration of 25 years, of military sites throughout Italy for the installation and management of photovoltaic plants.

The initiative is part of the national energy transition and aims to enhance non-operational military areas, favouring the production of green energy also for the direct benefit of the Ministry of Defence.

Below are the highlights of the tender specifications (disciplinare di gara) and draft of the contract (schema di contratto) available here.

Tender specifications

1. Structure of the procedure and available areas

The tender procedure is called, pursuant to Articles 71 and 176 of Legislative Decree No. 36/2023 (the "Procurement Code").

• No. 3 blocks organised in lots coinciding with the same number of Defence sites are put out to tender:

Block 1: sites >70 ha

Block 2: plots between 20 and 70 ha

Block 3: plots <20 ha

• Duration of the concession: maximum 25 years, with no grace period for payment of the concession fee.
• Estimated value of the concession: approximately EUR 768 million, calculated on a total of 1,055 hectares and average production of 175,000 kWh/ha/year.

2. Modalities of participation

• Telematics platform: all bids must be submitted through the www.acquistinretepa.it portal, after registration and digital identification (SPID, CIE, eIDAS).
• Choice of lots: it is possible to bid for one or more lots, but only within a single block. In case of bids on lots of different blocks, only the one related to the smallest block will be considered.
• Eligible participants: individual or associated economic operators (RTI, consortia, network aggregations, GEIE), even in a constituted form. The establishment of a project company (SPV) for each awarded lot is mandatory.

3. Participation requirements and guarantees

Requirements

• Professional qualification: Entry in the Companies Register or foreign equivalent.
• Economic-financial requirements:

• Block 1: General turnover min. €7,000,000; specific turnover min. €3,500,000.
• Block 2: General turnover min. €3,000,000; specific turnover min. €1,500,000.
• Block 3: General turnover min. €1,000,000; specific turnover min. €500,000.
  
  Values excluding VAT referring to the best three years of the last five years.
  
  By specific turnover is meant that accrued in activities similar to that which is the subject of this concession (by way of example: sale and/or transport of energy, assembly of infrastructures for energy production, specialist assembly support services, production and/or monitoring of RES production, etc.).
  
  The tenderer may make use of the turnover provided by one or more auxiliary economic operators in order to prove possession of the economic/financial requirements.

Guarantees

• Provisional deposit: €60,000 (Block 1), €30,000 (Block 2), €10,000 (Block 3) - per site/lot.
• Final deposit: 10% of the contract value.
• Compulsory insurance policies (professional liability, damage, third party liability/RCO).

4. Award criterion

• Economically most advantageous offer (80 points economic offer, 20 points technical offer):

• Annual fee offered for the concession;
• Share of energy transferred free of charge (min. 10%) or at a subsidised price to Defence;
• Fee paid to Defence Services for energy sold on the market;
• Implementation time, plant efficiency, storage systems, technical quality.

In particular, the management of the energy from RES produced by each individual plant shall be structured as follows:

• a share of not less than 10% shall be allocated free of charge to Defence needs through transfer to the subject/EEA;
• a share comprised between 11% and the value offered in the tender shall be sold to the Defence at the price indicated in the tender;
• a residual portion obtained by the difference between the portion produced by the PV plant and the first two portions listed above may be sold to the market, paying to Difesa Servizi a spread (fee) per single kWh sold to the market, under the terms indicated in the offer.

5. Obligations and constraints for the successful bidder

• Energy transfer.²
• Permits and authorisations: at the full expense and risk of the economic operator, including any technical and urban planning interventions.
• SPV constitution: compulsory for each plant, with minimum legal capital and registered office in Italy.
• Subcontracting: allowed, but not for the entire execution; at least 20% of the services can be subcontracted to SMEs.

6. Financing

The concession contract, which will be concluded at the end of the tender procedure, does not provide for financing by the grantor and must be financed entirely with economic resources of the concessionaire (also from recourse to credit). In the event of recourse to the credit market prior to the stipulation of the contract, the economic operator will be required to prove, by means of suitable bank documentation, that it has obtained the required financing (financial closing).

In particular, on the basis of the draft of the concession contract, the concessionaire undertakes to sign a financing contract or, in any case, to obtain the liquidity necessary for the realisation of the investment, through other forms of financing, by the date of signing the contract, delivering a copy of the financing contract to the grantor. The counter-evidence of the financial closing may also take the form of a letter from the Lending Institution addressed to Difesa Servizi.

7. Deadlines and documentation

• Deadline for submission of bids: 15 October 2025, 12:00 noon.
• Requests for clarifications: to be submitted at least 20 days before the deadline for submission of bids; replies to all requests submitted in due time will be provided in electronic format, digitally signed at least 10 days before the deadline for submission of bids, by anonymous publication on the institutional website.
• Documents required:

• Application to participate.
• DGUE.
• Technical offer and economic offer.
• Economic-financial plan (PEF) and related affidavit.
• On-site inspection certificate.
• Integrity pact.
• Payment receipts for stamp duty and ANAC contribution.

Draft of the Contract

Below are the main points of the draft of the contract, attached to the tender specifications.

1. Subject matter and structure of the contract

The contract regulates the concession, by Difesa Servizi, of areas and surfaces of military premises in favour of an economic operator ("Concessionaire") for the design, construction, operation and maintenance of photovoltaic plants. The Concessionaire assumes all operational and economic risks, carrying out the investment at its own expense and paying an annual fee for the use of the areas.

2. Duration and ownership

• Duration: 25 years from subscription, without tacit renewal.
• Ownership: the plants remain the property of the Concessionaire for the entire duration of the concession; at the end, they are transferred free of charge to the competent Military Authority.
• At the end of the concession period, the management of the plants shall be devolved to the Grantor or to the successor operator, depending on the decisions made by the Grantor, in accordance with the provisions of the draft of the contract. Pending the identification of a new successor concessionaire or other solutions adopted by the Grantor, the outgoing concessionaire may be required to guarantee the minimum operation of the plants.

3. Main obligations of the Concessionaire

• Design and construction: at its own expense, according to the validated project and in compliance with the regulations in force.
• Operation and maintenance: ordinary and extraordinary operation of the plants and areas, guaranteeing full efficiency and safety.
• Energy supply: commitment to supply the largest possible share of energy produced to the Military Bodies, with priority over supply from the public network.
• Concession fee: annual payment in advance, updated according to the ISTAT index.
• Guarantees and insurance: definitive deposit (10% of the annual fee for the entire duration), insurance policies for damages and civil liability.
• SPV constitution: compulsory for each plant awarded, with minimum capital as per the tender.
• Restoration and divestment: obligation to restore the areas at the end of the concession or in the event of withdrawal.
• The transfer of shares, regarding the SPV, is permitted under the following conditions

• the shareholders that have contributed to forming the qualification requirements are obliged to participate in the share capital of the Concessionaire and to guarantee the proper fulfilment of the obligations assumed with the contract until 2 (two) years after the date of the issuance of the certificate of positive acceptance of the plant;
• the Concessionaire is obliged to hold 100% of the shares of the SPVs and to guarantee the proper performance, also by them, of the obligations assumed by the Concessionaire under the contract;
• banks and other institutional investors, if any, who have not contributed to meeting the qualification requirements may join and leave the SPV's shareholding structure at any time, without prejudice to their obligation to promptly notify the Grantor.

4. Main obligations of the Grantor (Difesa Servizi S.p.A.)

• Making the areas available: immediate taking possession by means of a handover report.
• Authorisation support: cooperation in the issuance of permits and authorisations.
• Energy Procurement: commitment to guarantee the signing of supply contracts (PPA) by the Military Bodies, at the tender conditions.

5. Economic-Financial Balance and PEF Revision

• The contract provides for the possibility of revising the Economic and Financial Plan (PEF) in the event of events that alter the economic balance (e.g. regulatory changes, authorisation delays, changes in incentives, force majeure).
• In the event of failure to agree on the rebalancing, the Concessionaire may withdraw from the contract, also limited to single plants.

In particular, the parties shall revise the PEF (pursuant to Article 165, paragraph 6, and Article 182, paragraph 3, of the Procurement Code), if an alteration of the economic-financial balance³ is found, caused by one or more imbalance events that give rise to the variation of at least one of the balance indicators with respect to the values provided for in the PEF, current on the date immediately prior to the occurrence of the aforesaid imbalance events.

The following are considered, inter alia, as imbalance events

• the entry into force of laws and regulations that have an economically unfavourable impact on the terms and conditions for the implementation and management of the project works and/or supply and on the related tax regime;
• the delayed issue of authorisations attributable to the Grantor;
• delayed signature by the Military Entity responsible for the site covered by the Contract, as owner of the Consumption Unit and recipient of the energy supply, of any deed of commitment or PPA contract
• obtaining incentives at a lower level than that provided for in the PEF;
• inability to install the Plant with a power equal to that envisaged in the PEF;
• connection of the Plant in power reduced, even temporarily, with respect to that envisaged in the PEF;
• causes of force majeure within the meaning of the contract.

6. Causes of withdrawal, revocation and termination

• Withdrawal: allowed in specific cases (failure to obtain authorisations, alteration of economic balance, etc.), with obligation of notice and restoration of the areas.
• Revocation/Suspension: possible for Defence institutional needs, with indemnity in favour of the Concessionaire calculated on lost revenues and costs incurred.
• Termination: foreseen for serious breaches (e.g. non-payment of fees, breach of essential obligations, loss of requirements), with the possibility of another operator taking over.⁴

7. Other relevant clauses

• Financial traceability: obligation to use dedicated accounts and compliance with anti-mafia regulations.
• Subcontracting: allowed within the limits provided for in the tender notice and the law.
• Jurisdiction: Rome; arbitration excluded.
• Transfer of plants: at the end of the concession, free transfer of the facilities and relative authorisations to the Military Authority.
• The Grantor acknowledges and accepts the possible establishment by the Concessionaire in favour of the lenders, of a pledge on the Concessionaire's shares and guarantees on the receivables that will accrue under the contract against the Grantor. Moreover, the Grantor undertakes to cooperate, to the extent of its competence, in order to ensure that the necessary documents are signed to guarantee the perfection and/or enforceability, where necessary, of the guarantees set up in favour of the lenders, including but not limited to any deeds of acceptance of the assignment of, or pledge on, the receivables arising from the concession.
• Any lenders, as well as the Concessionaire itself, shall have the right to indicate, within 180 days from the notice of termination of the contract, an aspiring successor economic operator in possession of the necessary requisites that shall take over any debt of the Concessionaire and continue the contractual relationship on condition that the debt is punctually extinguished upon the signing of the takeover.

Conclusions and Operational Highlights

The tendering procedure for the concession of military sites for the construction and management of photovoltaic plants is configured as a public-private partnership (PPP) operation, with all the typical implications of concessions governed by the Procurement Code.

The authorisation process for the construction of the plants is entirely in the hands of the private operator, which will have to take charge of all the activities necessary to obtain permits and authorisations, assuming the risk associated with any delays or refusals⁵. In this context, it will be crucial to carefully evaluate the applicable authorisation timelines and procedures, which, under Legislative Decree No. 190/2024, may vary depending on the type and location of the plant.

On the basis of the surface area put out to tender for each lot (more than 1,000 hectares in total divided into blocks of over 70 ha, between 20 and 70 ha, and less than 20 ha), and considering that for each MW of installed power about 1.5 hectares of land are needed on average, it is possible to estimate that larger lots allow for the construction of plants of significant size (for example, a 100-hectare lot can accommodate about 65 MW of installed power, depending on the efficiency of the design, and therefore a plant subject to single authorisation). This assessment is essential both in the technical planning phase and in the preparation of the business plan/PEF.

From a contractual point of view, the concessionaire will have to bear the investment costs in full, without any direct public contribution, and will have to prove, already at the time of signing the concession contract, that the financial closing has taken place, through the presentation of suitable documentation certifying the availability of the necessary resources. This aspect represents an element of particular attention for operators and lenders, as it conditions the actual effectiveness of the concession and the possibility of starting the works.

Furthermore, it must be considered that the shareholders that have contributed to the qualification requirements are required to participate in the share capital of the Concessionaire and to guarantee the proper fulfilment of the obligations assumed with the contract until 2 (two) years after the date of the issuance of the certificate of successful acceptance of the plant (collaudo).

It should also be noted that the concessionary nature of the contract entails the assumption by the private party of all operational and economic risks, including those related to the construction, operation and maintenance of the plants, as well as the sale of energy in accordance with the terms set forth in the call for tenders (free and subsidised portion to the Defence, residual on the market with a fee in favour of the contracting authority).

There is also the obligation to set up a project company (SPV) for each plant awarded.

Finally, an aspect that may be further explored in the context of the requests for clarification concerns the guarantees that - taking into account the state-owned nature of the land - may be provided in favour of the lenders (e.g. a mortgage, which does not seem to be contemplated in the tender documentation at the moment).

For further information please do not hesitate to contact us.

Other author: Gianluca Di Stefano, Senior Associate