Italgas has executed the acquisition of 19 concessions in Central and Southern Italy and Sardinia

The purchase, announced at the end of 2018, enables the acquisition of over 50,000 new users and confirms Italgas position as the leading operator on Sardinia island, thanks to an increasingly widespread presence now extended to the capital cities of Cagliari, Nuoro and Oristano

Milan, 30 April 2019 – Italgas today has executed the acquisition from Conscoop group of companies stakes and business going concerns including 19 concessions for gas distribution and over than 50,000 redelivery points concentrated in the Central-Southern regions of the country and in Sardinia.

The transaction, which was announced on 2018, 28 December, was finalized following the fulfilment of the conditions precedent set out in the agreement.

The agreement consists of the acquisition of:

  • a business going concern from Aquamet S.p.A. including, among others, 9 concessions for the distribution of natural gas in some municipalities in Lazio, Campania, Basilicata and Calabria, for a total of approximately 23,800 users served;
  • a 100% stake of the company Mediterranea S.r.l., owner of 6 concessions for the distribution of natural gas in the province of Salerno, with over 3,600 users served;
  • a business going concern from Isgas Energit Multiutilities S.p.A. including, among others, the concessions for the distribution of gas in the Sardinian municipalities of Cagliari, Nuoro and Oristano, for a total of approximately 22,400 users currently served with LPG.

The total evaluation of these acquisitions (enterprise value) has been set at €68.6 million, with the price paid entirely in cash, net of debt.

In addition, within the same agreement, Italgas completed the acquisition of a 10% stake of the company Isgastrentatrè S.p.A., owner of the concession for the distribution of gas in Basin 33 of Sardinia, which is governed by the municipality of Quartu Sant’Elena (CA), with 600 already active redelivery points out of the 18,500 potential users currently served with LPG.

The agreement for the acquisition of Isgastrentatrè also provide for the commitment to take over the remaining 90% stake of the company when certain conditions are satisfied, including the conversion to natural gas of the network currently fuelled by LPG with the specification that, if the conditions are not met, Italgas is entitled to sell and Conscoop is obliged to purchase the 10% stake at the same price (equal to €300,000).

With the 19 new concessions taken over, for over 50,000 users, Italgas further consolidates its leadership in the sector and confirms its position as the leading operator in Sardinia, thanks to an increasingly widespread presence that now also includes the capital cities of Cagliari, Nuoro and Oristano.

Italgas: MoU with State Grid Corporation of China for the development of joint initiatives in the gas distribution sector

The agreement provides, among other things, for the evaluation of possible opportunities for joint development in China and the promotion of the most innovative companies in the gas distribution industry. The agreement was signed on the occasion of the visit by Prime Minister Mr. Giuseppe Conte to the Chinese Prime Minister Mr. Li Keqiang 

 

Beijing, 28 April 2019 – Italgas today has signed a memorandum of understanding with the State Grid Corporation of China (SGCC), the world’s largest energy utility, to evaluate possible joint initiatives in the natural gas distribution sector.

The agreement was signed at the State residence of Diaoyutai on the occasion of the visit of the Italian Prime Minister Mr. Giuseppe Conte to the Prime Minister of the People’s Republic of China Mr. Li Keqiang, by Italgas CEO, Mr. Paolo Gallo, and by Mr. Xin BaoAn, CEO of State Grid Corporation of China.

The initiatives under consideration include, among others:

  • the mutual sharing of knowledge, solutions and methods applied to the energy sector;
  • an in-depth analysis of the respective best practices in the field of sustainable development, with particular reference to social responsibility, environmental protection, energy efficiency and welfare;
  • the promotion in China of the most innovative Italian companies operating in the natural gas distribution sector;
  • analysis by areas of interest aimed at identifying potential opportunities for collaboration in the gas distribution sector and its use for sustainable mobility.

The important growth that Italgas has recorded in recent years – commented Italgas CEO Paolo Gallo – is also measured by the importance of international partnerships that we are rapidly developing to strengthen our leadership in Italy and Europe. The agreement with State Grid Corporation of China is a reason for pride, not only because of the institutional framework in which it was signed, but also because it is a recognition of our leadership in the gas distribution sector and our ability to innovate and allows us to compare our best practices with the operations of the world’s largest utility and to be the ambassadors in China of our industry. In addition to evaluating possible joint development opportunities, in fact, we will be engaged in promoting the best Italian manufacturing companies active in the natural gas distribution sector”.

Italgas is awarded with the 12-year concession of the gas distribution service in the Turin 2 – Impianto di Torino” district

The area consists of 48 municipalities of the first and second belt of the capital of Piedmont for a total of 190 thousand users. Planned investments of about 200 million euros for the benefit of the territory

 
Turin, 25 April 2019 –
The contracting authority Metropolitan City of Turin has officially awarded Italgas with the tender for the assignement of the 12-year concession of the natural gas distribution service in the “Turin 2 – Impianto di Torino” district.

The area consists of 48 municipalities in the first and second belt of the capital of Piedmont for a total of 190 thousand final users and a RAB of 150 million euros. The concession awarded allows Italgas to increase the number of users served by 3,000 units.

In the bid presented, Italgas has planned investments of about 200 million euros aimed at extending the networks to areas not yet reached by the service, at upgrading and digitizing existing infrastructures, and at further enhancing quality and safety of the service.

The investments planned in the tender bid will generate a strong stimulus to the local economy, with positive effects also in terms of employment. Moreover, the extension of the service to new territories will allow consumers who will be reached by the service to make significant savings on their bills, quantifiable in total, over the 12 years of the duration of the concession, in tens of millions of euros thanks to the lower cost of natural gas compared to the other fuels used today in subject area.

Among the measures provided for in Italgas’ plans:

  • the complete refurbishment of 180 kilometres of networks and the installation of approximately 1,000 new-generation intermediate plants with monitoring and remote control systems;
  • the laying of more than 150 km of new pipelines to reach areas not yet served by the network in order to make the service available to thousands of families and enterprises;
  • the installation, in line with the 2018-2024 Italgas Strategic Plan, of the latest generation smart meters to replace all traditional meters, within the first half of 2020;
  • the implementation of energy efficiency projects in more than 90 structures owned by local public administrations (i.e. schools, town halls, libraries, etc.).

 

The awarding of the Turin 2 concession – commented the CEO of Italgas, Paolo Gallo – is an important result that shows that the administrations with the right skills are able to complete even complex processes such as gas tenders, thus creating the conditions for the implementation of major investments that benefit the territory and the citizen with significant savings on the cost of the energy bill. In terms of sustainability, it is important to emphasize that, thanks to the extension of the service in areas not yet served, over the next 12 years we will see a reduction in pollutant emissions for about 100,000 tons of CO2 and especially over 1,300 tons of fine dust”.

Italgas: exercised the option for the remaining 40% of European Gas Network

The company, now 100% Italgas, holds 37 concessions for the natural gas distribution in Sicily, Calabria and Campania for a total of approximately 60,000 users

Milan, 18 April 2019  – Italgas announces that it has exercised its call option to purchase the remaining 40% of the share capital of EGN (“European Gas Network”) from CPL Concordia. The transaction follows the previous acquisition of 60% of the controlling stake, which was announced to the market on 3 December last.

The option was exercised at the same pro-rata price as the first closing relating to the purchase of 60% of EGN.

The valuation of EGN (enterprise value) was set at 100 million euros for 100% of the company. Therefore, in proportion to the share acquired and net of debt, the price paid to CPL Concordia for the remaining 40% was 20.9 million euros.

EGN, now 100% Italgas, indirectly[1] holds 37 operating concessions for the natural gas distribution in Sicily, Calabria and Campania for a total of approximately 60,000 users. With the completion of the transaction Italgas further strengthens its presence in the South of Italy and continues its asset rationalisation in line with the 2018-2024 Strategic Plan.

[1] EGN controls 100% of the companies EGN Distribuzione S.r.l., Ischia Gas S.r.l. and Marigliano Gas S.r.l., holders of the concessions.

Italgas and the US Picarro sign a MoU for the use in Europe of the most advanced technology in the gas networks monitoring

Turin, 11 April 2019 –  Italgas, leading gas distributor in Italy and third in Europe, and Picarro, the leading provider of intelligent asset management software solutions, have signed a memorandum of understanding to use in Europe the Picarro Surveyor, currently the most advanced in the field of gas network monitoring activities.

The system, named CRDS (Cavity Ring-Down Spectroscopy), consists of a sophisticated sensing technology that, compared to traditional technologies, offers important advantages in terms of speed and width of the areas subject to control. The advantages are made possible by the development of specific vehicular devices that, combined with sophisticated software, ensure a sensitivity of detection of the presence of gas in the air of three orders of magnitude higher than those currently in use by operators in the sector (parts per billion against parts per million).

Compared to the traditional method, the new technology does not require the vehicle to follow the route of the underground pipeline, thus obviating the problem of possible obstacles along the way (such as parked cars) and exponentially expands the volume of the monitored above-ground area (150-200 meters wide and 5-8 meters high compared to 1-2 meters and 10-20 centimeters).

The software is also able to detect not only the presence of methane but also of ethane, thus giving a more accurate data about the amount of gas molecules in the air. This data together with information on the direction and speed of the wind and with geo-referenced measurements, makes it possible to provide extremely rapid and precise localization of the possible origin of the dispersion.

The agreement follows an intense phase of experimentation successfully conducted over the last year on the networks of the three largest cities served by Italgas, Turin, Rome and Naples. In these cities, the new technology has made it possible to control a total of 150% more kilometres of network than the minimum standards set by the regulatory authority, about 38,000 kilometres of network compared to the 15,000 required.

Innovation is one of the drivers on which Italgas’ development strategy is based – said Ceo Paolo Gallo – It is through technological innovation that our ability to consolidate our leadership in Italy and Europe passes, confirming our leadership in the sector. For this reason, we are pleased to take our collaboration with Picarro to a higher level, which has already produced excellent results during the testing phase, carving out an exclusive role for us in the use of such cutting-edge technology not only for Italy, but for the whole of Europe. Picarro’s recognition is a recognition that makes us proud and rewards our ability to work daily for an increasingly efficient and effective service“.

Italgas’ adoption of the Picarro Surveyor – said Picarro CEO, Alex Balkanski – is an important milestone for European Gas distribution. We look forward to jointly deploying data-driven solutions to benefit Gas Operators throughout Europe”.

Picarro is changing the way Gas Operators run their business enabling their digital transformation through cloud computing data-driven analytics.

Italgas is the leading gas distributor in Italy and third in Europe: it manages a distribution network that extends for a total of about 70,000 kilometers through which, over the past year, it has distributed about 9 billion cubic meters of gas to 7.56 million users. The Group, including its non-consolidated subsidiaries, holds 1,808 concessions, with a historical presence in the country’s major cities, including Turin, Venice, Florence, Rome and Naples.

Italgas’ BoD appoints Paolo Gallo as Chief Executive Officer

Milan, 4 April 2019 – Italgas’ Board of Directors in its entirety, met today in Milan under the chairmanship of Alberto Dell’Acqua, appointed Paolo Gallo as Chief Executive Officer, giving him the powers of administration of the Company excluding the specific attributions reserved by the law, bylaws or by virtue of BoD resolution for the Board or the Chairman, who has a non-executive role. The Chief Executive Officer is also responsible for the functions of Director in charge of the internal control and risk management system.

The Board of Directors, on the basis of the information provided by the interested parties, has also determined that, with regard to the 9 Directors there are no causes of ineligibility or incompatibility, and that each of them possess the integrity requirements laid down by current legislation. The Board of Directors also determined that, on the basis of the declarations made, Chairman Alberto Dell’Acqua and Directors Paola Annamaria Petrone, Giandomenico Magliano, Veronica Vecchi, Andrea Mascetti e Silvia Stefini possess the independence requirements laid down by the law and by the Corporate Governance Code.

The Chairman Alberto Dell’Acqua fulfils the independence requirements established by law.

The Board of Directors also ascertained that the statutory auditors fulfill the professional and integrity requirements pursuant to Ministerial Decree no. 162 of 30 March 2000, as specified by Art. 20.1 of the bylaws and it took note of the independence requirements laid down by the law and by the Corporate Governance Code, on the basis of the checks made today by the Board of Statutory Auditors and transmitted to the BoD, pursuant to Application Criterion 8.C.1. of the Corporate Governance Code approved by the Corporate Governance Committee.

Finally, the Board verified that the composition of the Board itself and of the Board of Statutory Auditors is compliant with the current regulatory and statutory provisions on gender equality; the Board also verified that the number of management and control positions held by the Directors is compatible with the effective execution of the office of Director in Italgas.

As of today, to the best of the Company’s knowledge, Paolo Gallo holds 12,000 shares of Italgas S.p.A.

The curriculum vitae of the Directors and Statutory Auditors are available online, on the pages of the Board of Directors and the Board of Statutory Auditors.

Lastly, Italgas announces that the Board of Directors meeting to approve the Interim Report on Operations as at 31 March 2019 will be held on 13 May 2019 instead of 14 May, as initially communicated. The conference call for the presentation of the accounting figures to financial analysts will take place on 14 May 2019, instead of 15 May.

Italgas’ Shareholders’ meeting approves the 2018 financial statements and renews the Corporate Bodies: Alberto Dell’Acqua appointed Chairman

  • Approved 2018 Financial Statements
  • Dividend of 0.234 € per share
  • Positive resolution on Section I of the 2019 Remuneration Report
  • Appointed the new Board of Directors and the new Board of Statutory Auditors

 

Milan, 4 April 2019 –  Italgas’ Ordinary Shareholders’ Meeting, held today in Milan under the chairmanship of Lorenzo Bini Smaghi, recording an attendance figure of 78,25% of the share capital, has:

  • examined the consolidated financial statements as at 31 December 2018, ended with reported net profits of €313.7 million (€315.5 million adjusted);
  • approved the Financial Statements as at 31 December 2018, ended with profits of €193,744,903.76;
  • resolved to allocate the profit of €189,337,707.47 to the shareholders as a dividend of 0.234 euros per share in circulation on the coupon payment date and to reassign the remaining amount. The payment of the dividend due on each share from 22 May 2019, with the n. 3 coupon payment date set for 20 May 2019 and record date of 21 May 2019.

The Shareholders’ Meeting also made the following resolutions:

  • approved with 97,97% of the share capital represented at the meeting, with a non-binding resolution, the 2019 Remuneration Report pursuant to subsection three of article 123-ter of the CLF;
  • appointed the Board of Directors for three financial years, ending on the date of the Shareholders’ Meeting called to approve the financial statements as at 31 December 2021:
    • Alberto Dell’Acqua
    • Paolo Gallo
    • Yunpeng He
    • Paola Annamaria Petrone
    • Maurizio Dainelli
    • Giandomenico Magliano
    • Veronica Vecchi

taken from the list jointly submitted by the shareholders of CDP Reti and Snam, together holding 39.545% of the share capital, voted by the majority of the shareholders who attended the meeting with approximately 57,34% of the share capital represented at the meeting; and

  • Andrea Mascetti
  • Silvia Stefini

taken from the list submitted by institutional investors holding a total of 1.366% of the share capital, voted by the minority of shareholders who attended the meeting, with about 42,29% of the capital represented at the meeting.

Then the Shareholders’ Meeting has appointed Alberto Dell’Acqua as Chairman of the Board of Directors.

Alberto Dell’Acqua, Paola Annamaria Petrone, Giandomenico Magliano, Veronica Vecchi, Andrea Mascetti and Silvia Stefini have declared that they meet the independence requirements set out in article 148, paragraph 3 of Legislative Decree 58/98 and in the Corporate Governance Code approved by the Corporate Governance Committee.

The majority of the Board of Directors is composed of independent Directors; one third of the members of the new Board of Directors is also made up of women (3 out of 9) in compliance with current legislation on gender balance and the recommendations of the Code of Conduct; finally, a line of continuity is recognised with the previous management cycle, in consideration of the confirmation of 4 out of 9 directors, Paolo Gallo, Yunpeng He, Maurizio Dainelli, Paola Annamaria Petrone.

The Shareholders’ Meeting set the gross annual remuneration payable to each director at 50,000.00 euros, in addition to the reimbursement of expenses incurred in performing the duties of their office;

Finally, the Shareholders’ Meeting:

  • has appointed the Board of Statutory Auditors for three financial years, ending on the date of the Shareholders’ Meeting called to approve the financial statements as at 31 December 2021:
    • Pier Luigi Pace, Chairman
    • Maurizio Di Marcotullio, Standing Auditor
    • Marilena Cederna, Standing Auditor
    • Stefano Fiorini, Alternate Auditor
    • Giuseppina Manzo, Alternate Auditor

The Chairman of the Board of Statutory Auditors, Pier Luigi Pace and the Alternate Auditor Giuseppina Manzo were taken from the list submitted by institutional investors holding a total of 1.366% of the share capital, voted by the minority of shareholders who attended the meeting with approximately 26,23% of the share capital represented at the meeting.

The standing auditors Maurizio Di Marcotullio, Marilena Cederna and the alternate auditor Stefano Fiorini were taken from the list submitted by the shareholder CDP Reti, owner of 26.045% of the share capital, voted by the majority of the shareholders who attended the meeting with approximately 72,26% of the share capital represented at the meeting;

  • set the gross annual remuneration payable to the Chairman of the Board of Statutory Auditors and to each Standing Auditor at 70,000.00 euros and 45,000.00 euros respectively, in addition to the reimbursement of expenses incurred in performing the duties of their office.

The curriculum vitae of each member of the Board of Directors and the Board of Statutory Auditors is available on the company’s website www.italgas.it.

As of today, to the best of the Company’s knowledge, Paolo Gallo holds 12,000 shares of Italgas S.p.A.

At today’s Shareholders’ Meeting, Italgas has also presented its 2018 Non-Financial Statement, the report that describes the business model and the policies applied with regard to environmental, social and personnel-related activities, respect for human rights and the fight against active and passive corruption. In compliance with the indications set out in the Legislative Decree no. 254/2016, the Non-Financial Statement was drawn up in a separate and autonomous document, submitted to the audit of the independent auditors PWC S.p.A., presented by the Sustainability Committee and approved by Italgas Board of Directors.

The Shareholders’ Meeting thanks the previous Board of Directors and the previous Board of Statutory Auditors for the work carried out in the three-year period 2016-2018.

Shareholders’ Meeting: 4 April 2019

The ordinary session of the Shareholders’ Meeting of Italgas S.p.A. (“Italgas” or the “Company”) is called, in a single call, for 4 April 2019, at 10.30 a.m., at Spazio Edit, in Milan, Via Pietro Maroncelli 14, to discuss and resolve upon the agenda of which at the Notice of Shareholders’ Meeting.

 Watch the Shareholders’ Meeting

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