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Italgas: high demand for the “dual tranche” fixed-rate bond with 5 and 9-year maturities totaling 1 billion euros.

Milan, February 27, 2025 – Italgas S.p.A. (rated BBB+ by Fitch, Baa2 by Moody’s) successfully priced today a new dual-tranche bond issue with maturities of 5 and 9 years, both at fixed rate and for an amount of 500 million euros each. The transaction recorded orders exceeding 6 times the amount offered for both tranches and was characterized by a high quality and broad geographically diversified investor base. The extremely positive response from investors allowed therefore to achieve a cost lower than current market levels.

The two tranches have maturities of 5 and 9 years with an annual coupon of 2.875% and 3.500%, and spreads of 78 and 118 basis points over the reference rate, respectively (about 5bps below the fair value).

The issue was executed under Italgas’ EMTN Programme (Euro Medium Term Notes), renewed by resolution of the Board of Directors on October 24th, 2024, for a total nominal amount of 10 billion euros.

The proceeds will be used to cover the financial needs expected during the year.

The placement, exclusively targeted to institutional investors, is organized and led, as Joint Bookrunners, by J.P. Morgan, Citi, Morgan Stanley, Société Générale, Bank of America, and Banca Akros.

 

The bond will be listed on the Luxembourg Stock Exchange.

 

Details of the two tranches are as follows:

 

Amount: 500 million euros

Maturity: March 6th, 2030

Annual coupon: 2.875%.

Re-offer price: 99.446 (equivalent to a spread of 78 basis points over the reference Mid-Swap rate).

 

Amount: 500 million euros

Maturity: March 6th, 2034

Annual coupon: 3.500%.

Re-offer price: 99.977 (equivalent to a spread of 118 basis points over the reference Mid-Swap rate).

Italgas launches a new fixed-rate bond issue divided into two tranches with maturities of 5 and 9 years

Milan, February 27, 2025 – Italgas S.p.A. (rated BBB+ by Fitch, Baa2 by Moody’s) launched this morning a new fixed-rate bond issuance on the market divided into two tranches with maturities of 5 and 9 years.

 

The placement, exclusively targeted to institutional investors, is organized and led, as Joint Bookrunners, by J.P. Morgan, Citi, Morgan Stanley, Société Générale, Bank of America e Banca Akros.

 

The proceeds will be used to cover the financial needs expected during the year.

Italgas: The Board of Directors convenes the Ordinary Shareholders’ Meeting on 13 May 2025

Milan, 12 February 2025 – Italgas’ Board of Directors, which met today under the chairmanship of Benedetta Navarra, resolved to call the Ordinary Shareholders’ Meeting on 13 May 2025, at 2.00 p.m., in a single call, to resolve on the approval of the 2024 Financial Statements, the proposed profit allocation, the Report on the 2025 Remuneration Policy and 2024 Compensation Paid, as well as the appointment of corporate bodies.

The Board has resolved to propose to the Shareholders’ Meeting the distribution of a dividend of 0.406 euros for each Company share. If so resolved by the Shareholders’ Meeting, the dividend will be paid out on 21 May 2025, with coupon date of 19 May 2025 (record date 20 May 2025).

The Board of Directors approved the explanatory reports on the items on the agenda, including those relating to the appointment of corporate bodies containing its proposals to the Shareholders’ Meeting with reference to the determination of (i) the term of office and remuneration of the Directors, as well as (ii) the remuneration of the Chairperson of the Board of Statutory Auditors and the Standing Auditors. The Board also approved the guidelines to Shareholders on the future size and composition of the new Board of Directors.

The Board of Directors, on the basis of information provided by those concerned, also ascertained, for all members, that there are no causes of ineligibility, forfeiture and incompatibility, that the integrity requirements laid down by current legislation are met, as well as compliance with the limits on the accumulation of offices established by the board; moreover, taking into account the provisions of the CLF and the Corporate Governance Code (and the quantitative and qualitative criteria approved by the Board of Directors for the independence assessment), the Board of Directors assessed the independence of its Directors on 12 February 2025, confirming the assessments made at the meeting on 12 March 2024. On the same date, the Board of Directors acknowledged the check performed by the Board of Statutory Auditors in respect of its members on the absence of situations of ineligibility, forfeiture and incompatibility, that they meet the professional and integrity requirements, the compliance with the limits on the accumulation of offices and that the independence requirements for members of the Board of Statutory Auditors were still met, also in accordance with the Corporate Governance Code (also taking into account the aforementioned quantitative and qualitative criteria).

In execution of the 2021-2023 Co-Investment Plan approved by the Ordinary and Extraordinary Shareholders’ Meeting of 20 April 2021, the Board resolved on the free assignment of a total of 511,604 new ordinary shares of the Company to the beneficiaries of said Plan (second cycle of the Plan) and resolved to execute the second tranche of the share capital increase approved by the aforesaid Shareholders’ Meeting, for a nominal amount of 634,388.96 euros drawn from retained earning reserves. The Company will provide accurate information in the manner and within the terms prescribed by law on the implementation of the Plan and the share capital resulting from the execution of said increase.

The Ordinary Shareholders’ Meeting will be held in Turin, Largo Regio Parco 9, and those entitled to participate may also do so through Computershare S.p.A., which has been identified as the Company’s “Designated Representative” pursuant to art. 135-undecies of the CLF. For more information in this regard, see the call notice of the Ordinary Shareholders’ Meeting of Italgas which will be published by the Company in the manner and within the terms prescribed by law.

The Integrated Annual Report as at 31 December 2024, the Report on the 2025 Remuneration Policy and 2024 Compensation Paid, the 2024 Corporate Governance and Ownership Structure Report, the reports on the items on the agenda, and the remaining legal documentation for the purposes of the Shareholders’ Meeting will be made available within the timeframe indicated in the Shareholders’ Meeting call notice and in compliance with the terms of the law.

Italgas: consolidated results as at 31 december 2024 approved

THE BOARD OF DIRECTORS HAS CONVENED THE SHAREHOLDERS’ MEETING FOR 13 MAY 2025

Milan, 12 February 2025 – Italgas’ Board of Directors, chaired by Benedetta Navarra, met today and approved the consolidated results as at 31 December 2024 and resolved to propose to the Shareholders’ Meeting, called to meet on 13 May 2025, the distribution of a dividend of 0.406 euros per share (+15.3% compared to 2023).

Highlights

  • Adjusted total revenues: 1,778.8 million euros (+0.2%)
  • EBITDA adjusted: 1,350.9 million euros (+14.1%)
  • EBIT adjusted: 820.7 million euros (+20.5%)
  • Adjusted net profit attributable to the Group: 506.6 million euros (+15.2%)
  • Technical investments: 887.0 million euros – RAB at the end of 2024 of approximately 10 billion euros
  • Cash flow from operating activities: 1,098.7 million euros
  • Net financial debt (excluding the effects pursuant to IFRS 16 and IFRIC 12): 6,672.3 million euros
  • Net financial debt: 6,762.8 million euros
  • Scope 1 and 2 emissions: 119.2 103 tCO2eq, -20.7% compared to 2023 (same scope)1;
  • Net energy consumption2: 395.9 TJ, -6.8% compared to 2023 (same scope)3;
  • Gas Leakage Rate4: 0.069% compared to 0.089% in 2023;
  • Networks inspected annually for gas leaks into the atmosphere5: 154% compared to 120% in 2023;
  • 5% Gender Equity Pay Gap6.

In 2024 Italgas confirmed its excellence in managing its businesses, recording 32 consecutive quarters of growth and accelerating the digital transformation of its infrastructure to support the energy transition. The results achieved fit into the path set by the 2024-2030 Strategic Plan and the acquisition of 2i Rete Gas, strengthening the Group’s role in the sector.

In 2024, Italgas recorded adjusted total revenues of 1,778.8 million euros. This results was driven by the increase in gas distribution regulated revenue (+11.7% compared to 2023) and by the contribution of Acqua Campania, which offset the expected drop of the energy efficiency business following the end of “Superbonus” incentives.

Adjusted EBITDA grew by 14.1% reaching 1,350.9 million euros, thanks to a favorable regulatory framework, the recovery of inflation from previous years and the growth of the RAB, all in a context of continuous focus on operating efficiencies. Adjusted net profit attributable to the Group amounted to 506.6 million euros, with an increase of 15.2% compared to the previous year.

Cash flow from operating activities exceeded – for the first time – one billion euros (1,098.7 million euros), with a growth of 543.5 million euros compared to 2023 ensuring the full coverage of investments and M&A transactions, as well as the partial coverage of the payment of dividends equal to around 300 million euros.

In 2024, technical investments reached 887.0 million euros, achieving remarkable results: over 750 kilometres of gas distribution network were realized to improve territorial coverage, while digital transformation continued with the implementation of innovative technologies for intelligent infrastructure management.

In the water sector, the integration of acquired companies continues with the aim of optimizing service and reducing network losses through technological and digital innovation. Finally, in the energy efficiency sector, the development of offerings to industrial sector, large residential buildings and public administration continues, proposing advanced technological solutions based on those already applied within brilliant results in the Italgas Group.

Paolo Gallo, CEO of Italgas, commented:

“The 2024 results bring another year of extraordinary growth to completion. An uninterrupted journey that has continued over thirty-two quarters in line with the development goals set by the 2024-2030 Strategic Plan.

The main economic and financial results from 2024 show continuous growth: adjusted EBITDA increased by 14.1%, rising to 1,350.9 million euros and Group adjusted net profit exceeded 500 million euros, up 15.2% compared to 2023.

With approximately 900 million euros invested in 2024, the second half of the year was characterised by the announced acceleration in the development of networks and facilities, so as to ensure stronger impetus to a sustainable, secure and competitive energy transition for Italy and Greece.

The digital transformation of the water networks, made possible by the application of cutting-edge technology developed on the gas network, allows us to achieve progressively increasing results and to recover efficiency and value for the communities and territories served.

Technological innovation, digitisation, circular economy and sustainability are confirmed as the main drivers of our vision for the future. A future that, thanks to the commitment and resourcefulness of our people and the upcoming integration of 2i Rete Gas, will see us take centre stage more and more often thanks to our role as European champion of gas distribution and recognised global technological benchmark”.  

Benedetta Navarra, Chairperson of Italgas, commented:

“2024 was another year of operational excellence which contributed to consolidate our role as a global technological benchmark. This performance was not only reflected in the brilliant process of economic and financial growth, but also in the achievement of sustainability targets at the service of the energy transition in the countries where we operate, with a focus on creating value for all stakeholders.

The solid results will allow us to propose to the Shareholders’ Meeting the distribution of a dividend of 0.406 euros per share, up 15.3% compared to the previous year. An important signal for the satisfaction of our investors”.


1Also considering Acqua Campania (consolidated from 30 January 2024), which contributed 54.4 103 tCO2eq in market-based Scope 1 and 2 emissions, total Group emissions in 2024 were 173.6 103 tCO2eq.

2This refers to total energy consumption, from which any self-produced and self-consumed electricity consumption is subtracted.

3Also considering Acqua Campania, which consumed 392.7 TJ of energy, and the consumption of self-generated non-fuel renewable energy for the rest of the Group (0.5 TJ), total Group consumption in 2024 was 789.2 TJ.

4Calculated as the ratio between fugitive emissions of natural gas and volumes of gas distributed.

5Value calculated as the ratio between the linear extension of the networks inspected in the calendar year and the total extension of the Group’s gas networks.

6Calculated as the change in the average ratio of the hourly basic pay of women to men for comparable groups of employees according to organisational weight, referred to the Italian scope.

Italgas confirmed in the S&P Global Sustainability Yearbook

Milan, 11 February 2025 – Italgas has been included for the sixth consecutive year in the Sustainability Yearbook, S&P Global’s annual publication that brings together the global sustainability leaders.

 

Italgas confirmed its leadership with inclusion in the “Top 1% S&P Global CSA Score” category, based on the results of the 2024 Corporate Sustainability Assessment (CSA 2024). 780 companies, out of more than 7,690 assessed, were included in the S&P Global Sustainability Yearbook 2025 based on ESG scores in CSA 2024.

 

The confirmation of the inclusion in the S&P Global Sustainability Yearbook follows other major milestones achieved by Italgas in the past 12 months, such as inclusions in the DJSI Europe, DJSI World and in the FTSE4Good index series, the confirmation of the inclusion in CDP’s “A-List” for Climate Change, of the AA rating by MSCI ESG Ratings, of the “Low Risk” rating of suffering material financial impacts from ESG factors by Sustainalytics, as well as the improvement of ESG Assessment score by Moody’s.

Italgas and the University of Pavia: A Partnership to Enhance Network Security and Resilience

Milan, February 11, 2025 – Italgas and the University of Pavia have signed a collaboration agreement focused on enhancing the security and resilience of gas distribution networks, mitigating natural risks, network monitoring, and predictive maintenance.

 

The agreement was signed at the Italgas Digital Factory in Milan by Pier Lorenzo Dell’Orco, CEO of Italgas Reti, and Francesco Svelto, Rector of the University of Pavia.

 

This partnership will focus on the following key areas of research:

  • Innovative solutions for gas distribution networks and strategies to mitigate the impact of natural hazards.
  • Integrated monitoring and early warning systems for geohazards affecting the environment and urban areas where the network operates.
  • Development of physical models and digital twins, including the application of trenchless technologies for upgrading existing pipelines.
  • Experimental characterization of infrastructure components, with a particular focus on the seismic sensor integrated into Nimbus, the 4.0 smart gas meter developed by Italgas. The large-scale deployment of Nimbus will enable the collection of detailed seismic event data, currently unavailable at this level of granularity.

The activities under this agreement will be carried out in collaboration with the Department of Civil Engineering and Architecture (DICAr) at the University of Pavia, home to one of Italy’s largest structural engineering laboratories (the “Giorgio Macchi” Laboratory), and the EUCENTRE Foundation, a world-leading center for seismic engineering research. The University of Pavia is a founding member of EUCENTRE alongside Italy’s National Department of Civil Protection, the National Institute of Geophysics and Volcanology (INGV), and the IUSS Pavia Graduate School.

 

Pier Lorenzo Dell’Orco, CEO of Italgas Reti, commented: “Climate change and increasingly frequent natural events pose growing risks to infrastructure. To address these challenges, we must act proactively by investing in cutting-edge technologies that ensure network resilience and service continuity. Our collaboration with the University of Pavia, a center of excellence, aligns perfectly with this objective. By combining our expertise, we aim to develop innovative solutions that make the network even smarter, more efficient, and flexible—leveraging real-time data from the field and the knowledge of Europe’s leading gas distribution company.”

 

Francesco Svelto, Rector of the University of Pavia, added: “Today, the University of Pavia is establishing a new partnership with an outstanding company in a highly strategic sector. I am particularly proud of this initiative, as it opens new avenues for research and innovation while providing our students with valuable learning and career opportunities. Our university is strongly committed to bridging the gap between academia and industry—whether through structured internship programs like the ‘Laurea Plus’ track or by integrating corporate R&D centers within our campus facilities. This partnership will generate significant benefits not only for students but also for researchers and society as a whole. I am confident that this collaboration with Italgas will be both long-lasting and highly rewarding.”

Italgas confirmed in the Carbon Disclosure Project’s “Climate A list”

Milan, 7 February 2025 – Italgas was confirmed for the third consecutive year in the “Climate A list” drawn up by the non-profit agency CDP (Carbon Disclosure Project), which brings together the best players globally for transparency and performance in the fight against climate change.

This year, CDP assessed more than 24,800 companies. In this context, Italgas positioned itself at the top of the ranking in the “Climate Change” section of the questionnaire by obtaining the highest score (rating “A”). In addition, the Group achieved a “B” rating in the “Water Security” section, compiled for the first time in 2024.

The result achieved testifies to the validity and robustness of the Group’s initiatives and targets set in the Strategic Plan and the Sustainable Value Creation Plan, confirming its growing commitment to the fight against climate change. Indeed, the CDP assessment considers the comprehensiveness of disclosure, awareness and management of environmental risks as well as the demonstration of best practices associated with environmental leadership, including the setting of ambitious targets.

Important is also the result achieved in the section on Water Security. The outcome of this first assessment highlights the commitment toward reducing leakage from the water network, as highlighted in the goals of the Strategic Plan 2024-2030.