Italgas: the UNI ISO 37001:2016 anti-corruption certification confirmed and extended

Milan, December 19, 2019 – Italgas, leader in gas distribution in Italy and Europe, has obtained, for the second consecutive year, the UNI ISO 37001:2016 certification “Management systems for the prevention of corruption” for the holding company Italgas S.p.A., also obtaining its extension to the “anti-corruption governance” of all Group companies, as well as for the subsidiary Italgas Reti S.p.A.

The management system for preventing and combating corruption, adopted on a voluntary basis, has been verified by the independent certification body DNV GL – Business Assurance. After in-depth analyses that have confirmed the adequacy and compliance of the management system with the requirements of the above mentioned standard and its effective application.

The delivery of 37001 certificates took place today during a meeting in Milan, at Italgas headquarters, in the presence of Italgas CEO Paolo Gallo and DNV GL Business Assurance Italia S.r.l. CEO Stefano Crea.

For a company like ours – commented Italgas CEO Paolo Gallo – the commitment to fight corruption is essential and permeates our daily operations as well as the activities more closely related to the core business. With the confirmation of the certification and its extension to the governance of all Group companies, we are emphasising our attention to the issues of legality, transparency and corporate responsibility and provide a further important signal of integrity to the market and to the more than 1,800 municipalities and 7.6 million users with whom we come into contact every day”.

 

Stefano Crea added: “Italgas represents a business model that perfectly matches the values promoted by DNV GL: trust and reliability, quality and integrity, innovation, ability to team up, care for its stakeholders, strong propensity for innovation and ability to achieve results.  We congratulate a group whose solidity and attention to improvement make it an absolute reference in its sector on a global level and which places management systems – whose principles are applied at all levels of the organization – as one of the cornerstones of its way of doing business“.

Italgas: finalised the agreement for the entry of Marguerite II into the shareholding structure of subsidiaries operating in Sardinia

Milan, 18 December 2019 – Italgas and the Marguerite II fund today finalised an agreement for the fund’s entry into the shareholding structure of Medea and Gaxa (formerly Medea Newco), the Group companies operating in Sardinia in the distribution and sale of sale of LPG, propane air and, after the necessary authorisations, also natural gas.

The transaction, announced on 1 August, was completed following the fulfilment of the conditions set out in the agreement.

For the purposes of the transaction, the enterprise value attributed to 100% of the assets at 31.12.2018 was equal to EUR 91.2 million euros, to which should be added the value of the acquisitions made in 2019 of the going concern of Isgas, owner of the gas concessions in the municipalities of Cagliari, Nuoro and Oristano.

The agreement involves the acquisition by Marguerite II of 48.15% of the share capital of Medea and Gaxa, with the payment of approximately EUR 25 million and subsequent capital increases for a total of approximately 44 million, of which approximately 11 million paid today, intended to provide pro-quota equity funding for the investments planned for the island in the Italgas 2019-2025 Business Plan.

Marguerite II is participated by the EIB and several of the main European national promotional banks (the Italian Cassa Depositi e Prestiti, the French Caisse des Dépôts Group, the Polish BGK, the German KfW and the Spanish ICO); it was launched in 2017 to support the development of projects in the energy, renewables, transport and digital infrastructure sectors, helping to implement the main EU policies in the areas of climate change, energy security and trans-European networks.

“New” Davis Cup, Italgas alongside Italy

New rules for the national tennis competition. The Italian team, sponsored by Italgas, out in the group. In the 2020 edition debut against South Korea

 

Tennis and industry are not as distant worlds as they might appear at first glance: to be successful in both you need preparation, loyalty and tension to the result. It was precisely from this initial consideration that Italgas decided to become the team sponsor of the Italian national men’s and women’s tennis teams in the Davis Cup and Fed Cup, in an agreement in which the leading company in the distribution of natural gas in Italy is also committed to supporting all national youth teams, women and men, under 12 – 14 – 16 – 18 and the national veterans team.

We are united by the traditions and values of the country we represent and which we mention every time we indicate our name – said Paolo Gallo, CEO of Italgas, when presenting the sponsorship – As in sport, still today, more than 180 years after the foundation of Italgas, in our daily actions we play as a team, with continuous training we keep trained to achieve better results. In comparison with the market we believe in pure and fair competition”.

Italgas number one is also keen to underline the motivations that have led the company to bind itself with a partnership not only with the “major” national team, but also with the youth sectors: “The commitment to young people – he says – comes from the awareness of the importance of sport as a vehicle for education and training for the citizens of tomorrow, promoting aggregation, respect for others, the rules, the environment in which we live.

 

The new competition formula

 

From the new version of the Davis Cup the matches are reduced to two singles (no longer four) and one double, and the matches are played at the best of the three sets. In the final phase, which is held in November – after the 24-team qualifications – a total of 18 teams participate at the same time, while the quarter-finals are attended by the first two teams of each round and the two best second ones. The participation in the competition of the 18 best national teams, all together in a single tournament, is one of the main novelties of the new formula, which aims to make the event more spectacular.

The first “renewed” edition of the competition saw the triumph of Rafa Nadal and Roberto Bautista Agut’s Spain (who took to the finals only four days after losing his father), who won the “salad bowl” by playing at home at the Caja Mágica in Madrid and beating Canada. This is the sixth success for the Iberian national team in Davis, after those achieved in 2000, 2004, 2008, 2009 and 2011. For the Canadian national team, which at the beginning of the week had eliminated Italy in the first round, it was instead the debut in the final.

 

The route of Italy

 

For the Italian national team the debut in the new Davis Cup was difficult: the team led by Corrado Barazzutti was in fact eliminated in the initial group stage of the tournament, in which he faced Canada and the United States.  Against Canada, both Matteo Berrettini, number 8 in the Atp world ranking, in a very close match that ended with three tie-breaks (7-6 6-7 7-6) against Denis Shapovalov, and number 12 Fabio Fognini, in a hard-fought match against Vasek Pospisil that ended 7-6 7-5, lost their debut singles against Canada. The partial revenge then came from the double, where the two Azzurri won 6-2 3-6 6-3 against Pospisil and Shapovalov, thus showing their commitment and determination in trying to overcome the group stage anyway, maybe passing between the two best second. Two days later, in the match against the United States, a three-zero victory would have been necessary to be “fished out”: the Azzurri started off on the right foot, thanks to Fabio Fognini’s victory over Opelka (6-4 6-7 6-3). Italy then came close to qualifying with Matteo Berrettini, who won the first set against Taylor Fritz at the tie-break and managed to get to the six-all in the second, when the American managed to win in the tie-break and then took home the third set 6-2. Ininfluential to the qualification, at this point, the doubles, which the USA won thanks to the Querrey – Sock pair, with a 6-7 7-6 6-4 on Simone Bolelli and Fabio Fognini.

An adventure in Davis, that of the Azzurri, which ended after an extremely hard-fought tournament and decided by a handful of points: the commitment of the Italians would have been enough a little help from luck, especially in the first match against Canada, to reach the quarter-finals. An appointment at this point postponed to the 2020 edition.   

 

 

The scoreboard of the 2020 edition

 

Metabolized the defeat, Italy can start thinking about the preliminary round of the 2020 edition: the draw, which was made on the eve of the final, has decreed that the Azzurri of Barazzutti will have to face – playing at home – South Korea, with the matches scheduled on March 6 and 7, 2020. Against the Asian national team Italy had already played twice in Davis and obtained two victories: in 1981 in San Remo avoiding the relegation and in 1987 in Seoul.

 

What’s new for the coming year

 

To anticipate the possible “adjustments” of the new formula for next year was, on the day of the final Italy-Canada, the Barcelona defender Gerard Piqué, in this case in the role of founder and president of Kosmos, a group of investors that has been “married” to its project by the Itf (International Tennis Federation).  “We need to improve the issue of timetables, but let’s keep in mind that there are many teams competing in a single week – Piqué said – But the feedback I had with Nadal, Djokovic and other great players was great. There is the possibility to organize a single competition of two weeks – he concluded – we will talk about it in the next months and then we will announce something”.

 

Italgas renews the sponsorship

 

After the first two years of sponsorship ending with the end of 2019, Italgas has decided to renew the agreement with the Italian tennis federation to extend the collaboration to the 2020 editions of Davis Cup and Fed Cup, remaining at the side of the Italian team.

State Police and Italgas sign the agreement on the prevention and fight against cybercrimes

Rome, 13 December 2019 – State Police and Italgas today signed a cooperation agreement on the security of information systems and services of particular importance for the country.

The agreement, signed by the Chief of Police – Director General of Public Security Franco Gabrielli and the CEO of Italgas, Paolo Gallo, falls within the scope of the directives issued by the Minister of the Interior to strengthen the prevention of cybercrime through the signing of agreements with operators providing essential services in strategic sectors of the country.

The Postal and Communications Police is, in fact, daily committed to guaranteeing the integrity and functionality of the informatics network of the structures of strategic level for the Country through the National Anti-Crime Informatics Centre for the Protection of the Critical Infrastructures.

Italgas is the main operator in Italy and the third in Europe in the gas distribution sector, operating in over 1,800 municipalities and managing a network that covers a total of over 71,000 kilometres serving 7.6 million users. IT and physical and digital infrastructure security is therefore central to the activities that Italgas carries out every day in the service of the country.

Among the collaboration initiatives provided for by the agreement are the sharing and analysis of information useful for the prevention of possible attacks, the exchange of reports of incidents aimed at identifying possible threats to Italgas infrastructure, an adequate flow of communication aimed at dealing with possible crisis situations.

The agreement represents a significant step in the collaboration between the State Police and Italgas, an important tool for the creation of an effective system to combat cybercrime, based on information sharing and operational cooperation.

At the signing of the convention were also present for the Department of Public Security, the Central Director for the Traffic, Railway, Communications and Special Departments of the Armando Forgione State Police and the Director of the Postal and Communications Police Service Nunzia Ciardi.

Record of attendance for the Tender Offers launched by Italgas on its 2022 and 2024 Notes, purchased for a total nominal amount of about €651 million

NOT TO BE PUBLISHED OR DISTRIBUTED IN THE UNITED STATES, AUSTRALIA, CANADA AND JAPAN

Milan, 10 December 2019 – The Tender Offers launched by Italgas S.p.A. (rating BBB+ by Fitch, Baa2 by Moody’s) terminated with extremely positive outcome, having registered a percentage of attendance higher than 60% for Notes due January 2022 and higher than 25% for Notes due March 2024. Overall, notes repurchased amount to nominal €650,695,000.

Thanks to this transaction, which represents the first Liability Management exercise carried out by Italgas and follows the €500,000,000 bond issue due December 2031 launched on last 2 December, the Company continues to pursue its strategy of optimising its debt structure, reducing the refinancing risk and extending, at the same time, the average maturity of its debt.

Based on the terms and conditions defined in the Tender Offer Memorandum dated 2 December 2019, below are the detailed results of the Tender Offers:

  • €750,000,000 0.500 per cent. Notes due 19 January 2022, outstanding for the total amount (XS1551917245) purchased for a total nominal amount of €481,640,000. Upon completion of the transaction, the notes still outstanding will be in nominal amount equal to €268,360,000;
  • €650,000,000 1.125 per cent. Notes due 14 March 2024, outstanding for the total amount (XS1578294081) purchased for a total nominal amount of €169,055,000. Upon completion of the transaction, the notes still outstanding will be in nominal amount equal to €480,945,000.

The results of the Tender Offers are available on the website of the Luxembourg Stock Exchange at www.bourse.lu.

As per the terms and conditions defined in the Tender Offer Memorandum, Italgas will pay the overall amount by cash tomorrow, 11 December 2019.

DISCLAIMER

This announcement (and the information contained therein) does not constitute or form part of any offer to sell nor a solicitation of any offer to buy any securities nor shall there be any offer of securities in any jurisdiction in which such offer or sale would be unlawful. It may be unlawful to distribute this announcement in certain jurisdictions. This

announcement does not constitute an offer of securities for sale in the United States, in Australia, Canada and Japan and in any jurisdiction in which such offer or sale would be unlawful and is not for publication or distribution in any such jurisdictions. The securities referred to in this announcement have not been and will not be registered under the US Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This announcement is not a public offer

of financial products in Italy as per Article 2, letter (d) of Regulation (EU) 2017/1129. The documentation relating to

the offer has not been/will not be submitted to the approval of CONSOB.

Italgas announces invitation to purchase an amount of its 2022 and 2024 Notes and launch of a new fixed rate bond issue

NOT TO BE PUBLISHED OR DISTRIBUTED IN THE UNITED STATES, AUSTRALIA, CANADA AND JAPAN

 

Milan, 2 December 2019 Italgas S.p.A. (rating BBB+ by Fitch, Baa2 by Moody’s) has launched this morning two Tender Offers addressed to holders of the following Notes issued by Italgas S.p.A. under its Euro Medium Term Note Programme:

  • €750,000,000 0.500 per cent. Notes due 19 January 2022, outstanding for the total amount (XS1551917245);
  • €650,000,000 1.125 per cent. Notes due 14 March 2024, outstanding for the total amount (XS1578294081).

The target maximum overall amount accepted will be determined by Italgas in accordance with the terms and conditions of the Tender Offer Memorandum dated 2 December 2019, subject to the applicable offers and distributions’ limitations.

The launch notice of the Tender Offers is available on the website of the Luxembourg Stock Exchange at www.bourse.lu

BNP Paribas, J.P. Morgan Securities plc and Unicredit Bank AG are acting as Dealer Managers.

Transaction’s results will be announced to the market in the coming days. Italgas will pay the overall amount by cash.

At the same time, the Company launched this morning a new fixed-rate bond issue and the proceeds will be used, in whole or in part, to repurchase the instruments of the Tender Offers.

Joint Bookrunners of the placement, restricted to institutional investors only, are BNP Paribas, J.P. Morgan Securities plc, Unicredit Bank AG, Banca IMI S.p.A., Citigroup Global Markets Limited, Goldman Sachs International, Mediobanca S.p.A. and Société Générale.

The transactions are part of Italgas’ strategy to optimize its debt structure and extend the financial maturity profile of the Company.

 

DISCLAIMER

This announcement (and the information contained therein) does not constitute or form part of any offer to sell nor a solicitation of any offer to buy any securities nor shall there be any offer of securities in any jurisdiction in which such offer or sale would be unlawful. It may be unlawful to distribute this announcement in certain jurisdictions. This announcement does not constitute an offer of securities for sale in the United States, in Australia, Canada and Japan and in any jurisdiction in which such offer or sale would be unlawful and is not for publication or distribution in any such jurisdictions. The securities referred to in this announcement have not been and will not be registered under the US Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This announcement is not a public offer of financial products in Italy as per Article 2, letter (d) of Regulation (EU) 2017/1129. The documentation relating to the offer has not been/will not be submitted to the approval of CONSOB.

Italgas: successful new bond issue of 500 million euro with 12 years maturity

NOT TO BE PUBLISHED OR DISTRIBUTED IN THE UNITED STATES, AUSTRALIA, CANADA AND JAPAN

Milan, 2 December 2019 – Today Italgas SpA (rating BBB+ by Fitch, Baa2 by Moody’s) successfully priced a new fixed rate note issue, with December 2031 maturity for an amount of 500 million euros with an annual coupon of 1% under its EMTN Programme (Euro Medium Term Notes), renewed by resolution of the Board of Directors on September 23, 2019.

The new issue represents for Italgas its longest tenor and has gathered more than 1.5 billion euros of orders from a high quality and geographically diversified investors base.

The relevant proceeds will be used in whole or in part to repurchase two out of its outstanding bonds with notional equal to 750 million euros (due 2022) and 650 million euros (due 2024), through a Tender Offer launched this morning.

Joint Bookrunners of the placement, restricted to institutional investors only, were Banca IMI S.p.A., BNP Paribas, Citigroup Global Markets Limited, Goldman Sachs International, J.P. Morgan Securities plc, Mediobanca S.p.A., Société Générale and Unicredit Bank AG.

The bond will be listed on the Luxembourg Stock Exchange.

Details are as follows:

Amount: 500 million euro

Maturity: 11 December 2031

Annual coupon: 1%

Issue price: 99.27

DISCLAIMER

This announcement (and the information contained therein) does not constitute or form part of any offer to sell nor a solicitation of any offer to buy any securities nor shall there be any offer of securities in any jurisdiction in which such offer or sale would be unlawful. It may be unlawful to distribute this announcement in certain jurisdictions. This announcement does not constitute an offer of securities for sale in the United States, in Australia, Canada and Japan and in any jurisdiction in which such offer or sale would be unlawful and is not for publication or distribution in any such jurisdictions. The securities referred to in this announcement have not been and will not be registered under the US Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This announcement is not a public offer of financial products in Italy as per Article 2 letter, d) of Regulation (EU) 2017/1129.  The documentation relating to the offer has not been/will not be submitted to the approval of CONSOB.

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