Milan, 28 March 2025 – Italgas announces that the publication of the press release relating to the 2025 first quarter results, initially scheduled for 6 May 2025, has been postponed to 7 May 2025, before the opening of the financial markets.
Consequently, the conference call to present the results to investors and financial analysts will be held on 7 May 2025. As usual, the time will be set in the press release of the results and in the invitation to the conference call that will follow.
Paris, March 26th, 2025 – Italgas and GRDF (Gaz Réseau Distribution France) are taking another step forward toward the net-zero economy. Today, at the Italian Embassy in France, the two companies renewed the Memorandum of Understanding (MoU) signed in 2019, strengthening their strategic collaboration focused on innovation, digitalization, and the sustainability of gas distribution networks.
The renewal of the agreement was signed by Paolo Gallo, CEO of Italgas, and Laurence Poirier-Dietz, CEO of GRDF, in the presence of the Ambassador of Italy to France, Emanuela D’Alessandro.
The alliance between Italgas and GRDF is part of a collaborative journey that has allowed the two companies to share expertise and develop innovative solutions for the evolution of their respective energy infrastructures. The results achieved, from optimizing network management to increasing the integration of renewable gases, have confirmed the strategic value of this synergy. With the new agreement, Italgas and GRDF not only reaffirm their mutual commitment but also expand the scope of cooperation by intensifying the exchange of knowledge and technologies to jointly address the challenges of the energy transition.
The updated agreement highlights the strengths of both companies: France is a reference in the connection of biomethane plants to the distribution network, with 624 plants by the end of March 2025, representing a virtuous model of circular economy supporting decarbonization in France. Italgas, on the other hand, has revolutionized network management through digital transformation, with projects like DANA, the advanced remote monitoring and control system that optimizes the efficiency and safety of infrastructures, facilitating the adoption of renewable gases.
The memorandum will focus on sharing knowledge and exchanging new skills, best practices, and technologies to accelerate the integration of biomethane, hydrogen, and renewable gases. A specific focus will be on the digitalization of the network, the adoption of advanced tools for monitoring and operational efficiency to ensure energy security, competitive energy costs for families and businesses and achieving the decarbonization goals of both countries.
Furthermore, the protocol consolidates and enhances the value of the distribution network and their contribution to the decarbonization, resiliency, and affordability of the European Energy System.
“In June 2019, in these same halls, Italgas and GRDF signed a Memorandum of Understanding for the first time, aimed at strengthening collaboration for the development of joint activities and the exchange of knowledge and experiences in network management. I am particularly pleased to host at the Embassy of Italy in Paris the renewal of this important agreement, in order to further intensify the cooperation between the two companies, leaders respectively in Italy and France in the natural gas distribution sector and among the main players in Europe.” – emphasized the Ambassador of Italy in France, Emanuela D’Alessandro. “It is precisely forms of cooperation such as the partnership between Italgas and GRDF that allow the already excellent bilateral relationship between Italy and France to further strengthen, in accordance with the spirit of the Quirinal Treaty that links Rome and Paris.”
“The renewal of the Memorandum of Understanding with GRDF confirms our shared commitment to building an increasingly sustainable, digital, and resilient energy system – said Paolo Gallo, CEO of Italgas. – The energy transition requires smart networks capable of safely and efficiently welcoming and distributing renewable gases. With this collaboration, we aim to strengthen the sharing of expertise and technologies, accelerating the innovation journey to ensure that the communities and businesses we serve have access to affordable, reliable, and environmentally friendly energy.”
“We are delighted to strengthen our collaboration through the renewal of this agreement – said Laurence Poirier-Dietz, CEO of GRDF. – Sharing experience and knowledge between partners is essential to accelerate the development of decarbonized gas and optimize our network operations. As a leader in biomethane production and integration, France is showing the way to other European countries, while GRDF can benefit from Italgas’ digital innovations to increase the efficiency and security of the French gas network.”
The renewed agreement envisions a structured exchange of information and data, promoting the adoption of skills, resources, and innovative solutions to meet the challenges of a constantly evolving market. Specifically, the agreement focuses on three key areas of collaboration:
Milan, 11 March 2025 – The Board of Directors of Italgas, which met today under the chairmanship of Benedetta Navarra, resolved to call the Ordinary and Extraordinary Shareholders’ Meeting for next 10 April 2025, at 10:00 am, in a single call.
The Extraordinary Shareholders’ Meeting will be submitted the proposal for a share capital increase, for payment and in divisible form, for a maximum total amount of Euro 1,020 millions (including any share premium), through the issue of ordinary shares, with regular dividend rights and having the same characteristics as those in circulation, to be offered on a pre-emptive basis to the Company’s Shareholders in proportion to the number of shares held pursuant to Article 2441, paragraph 1, of the Civil Code, to be paid in cash (the “Rights Issue“).
It is proposed that the Shareholders’ Meeting grant the Board full authority to define the terms and conditions of the Rights Issue, including the issue price, any share premium, the final amount of the Rights Issue, and the number of newly issued shares to be offered to shareholders, with the discretion to determine the timing of the Rights Issue.
The Rights Issue proposal, as part of the acquisition of 2i Rete Gas S.p.A. (the “Transaction”), announced to the market on 5 October 2024, will allow to reduce the net financial debt of the Italgas Group (the “Group”) post-Transaction (and consequently the ratio between the net financial debt and the RAB) consistently with the current rating.
The Board also resolved to submit to the Shareholders’ Meeting, in ordinary session, the adoption of the 2025-2027 “IGrant” share ownership plan (“IGrant Plan“) reserved for employees of Italgas and/or Group companies. The IGrant Plan aims, among other things, to strengthen the sense of belonging of Italgas people to the Company, promote their participation in the growth of corporate value and increase the motivation of employees to achieve corporate objectives, providing for the attribution to the relevant recipients of the right to invest in the Company’s shares, as well as, upon the occurrence of certain conditions, to benefit from the free allocation of ordinary shares of the Company.
To this end, the Board resolved to submit to the Extraordinary Shareholders’ Meeting: (i) the proposal to increase the share capital against payment, in one or more tranches, for a maximum nominal amount of 4,960,000.00 euros, excluding option rights pursuant to Article 2441, subsection 8, of the Italian Civil Code, by issuing no more than 4,000,000 ordinary shares, to be reserved for subscription to the recipients of the IGrant Plan and (ii) the proposal to increase the share capital free of charge, in one or more tranches, for a maximum nominal amount of 7,440,000.00 euros, through the allocation pursuant to Article 2349 of the Italian Civil Code of a corresponding maximum amount of retained earnings reserves, with the issue of no more than 6,000,000 ordinary shares to be reserved for the beneficiaries of the IGrant Plan.
Finally, the Board resolved to submit to the Ordinary Shareholders’ Meeting the approval of a Stock Grant Plan (“Stock Grant Plan”), reserved for employees of Italgas and/or Group companies. The plan is designed to reward and incentivise individuals who have made significant contributions to the Transaction, allowing them to benefit from a share of the value increase resulting from it.
To this end, the Board resolved to submit to the Extraordinary Shareholders’ Meeting the proposal to increase the share capital free of charge, in one or more tranches, for a maximum nominal amount of Euro 558,000.00, through the assignment pursuant to art. 2349 of the Italian Civil Code of a corresponding maximum amount of reserves from retained earnings, with the issue of no more than 450,000 ordinary shares to be reserved for the beneficiaries of the Stock Grant Plan.
The Ordinary and Extraordinary Shareholders’ Meeting will be held in Milan (MI), Via Carlo Bo no. 11, and those entitled to participate may also do so through Computershare S.p.A., identified as the Company’s “Designated Representative” pursuant to art. 135-undecies of the CLF.
For further details, please refer to the call notice of the Ordinary and Extraordinary Shareholders’ Meeting of Italgas, as well as the explanatory reports and other documentation that will be made available by the Company in accordance with the procedures and timelines set by law.
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This communication does not constitute an offer or an invitation to subscribe for or purchase any securities. The securities referred to herein have not been registered and shall not be registered in the United States under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or in Australia, Canada or Japan or any other jurisdiction in which such offer or solicitation would require the approval of local authorities or would otherwise be unlawful. The securities may not be offered or sold in the United States or to US persons unless such securities are registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available.
Final step to proceed with the closing.
Milan, 11 March 2025 – The Italian Competition and Market Authority (AGCM) authorized the transaction for the acquisition by Italgas of the sole control of 2i Rete Gas, with a provision 1 notified today, deeming the remedies proposed by the Company suitable for resolving the potential critical issues identified at the opening of the investigation.
In light of today’s resolution and of the Golden Power2 and Foreign Subsidies Regulation3 authorizations already achieved, Italgas will proceed with the closing of the transaction with the closure of the first quarter.
The measures prescribed by the AGCM concern the disposal of around 600 thousand PDRs (based on the data communicated by Italgas to the Authority) spread in 35 ATEMs4. The Group will have to complete the disposal process by the end of October 2025. Furthermore, the AGCM requested Italgas to implement behavioral measures, to be applied during future tenders, in all the ATEMs subject of investigation.
The divestments will take place through transparent, competitive and publicised procedures, open to operators suitable and qualified, with adequate financial means and capable to maintain and develop the activities, also for the purpose of participation in future tenders.
With the closing of the transaction, the Group becomes the European champion in gas distribution. Starting from the second quarter, Italgas will start the integration process of 2i Rete Gas, ahead of schedule, thus giving full realization to the 15.6 billion euros of investments included in the Strategic Plan 2024- 2030.
In the coming months, together with 2i Rete Gas, the Group will prioritize the corporate and information systems integration, the digitization of the network and of the processes to achieve the first important synergies in line with the Strategic Plan, starting at the same time the first large-scale applications of artificial intelligence.
1 https://www.agcm.it/dotcmsdoc/allegati-news/C12688_chiusura%20istrutt_omi%20x%20PUBBL.pdf
2 Obtained on 20 December 2024.
3 Obtained on 13 February 2025.
4 Agrigento, Bari 2, Benevento, Brescia 5, Caltanissetta, Campobasso, Caserta 2, Catania 1, Frosinone 2, L’Aquila 2, Mantova 2, Massa Carrara, Matera, Messina 2, Napoli 2, Novara 2, Padova 2, Padova 3, Potenza 1, Potenza 2, Ragusa, Reggio di Calabria-Vibo Valentia, Roma 4, Roma 5, Salerno 1, Salerno 3, Teramo, Torino 6, Trapani, Varese 1, Viterbo, Barletta-Andria-Trani, Caserta 1, Cosenza 2, Pisa.
