Author: adigiuseppe

• Approved 2020 Financial Statements
• Dividend of €0.277 per share (+8.2% compared to 2020)
• Positive resolution on the remuneration and compensation policy 2021
• Approved the 2021-2023 Co-Investment Plan and the related free share capital increase

 

Milan, 20 April 2021 – Italgas’s Ordinary and Extraordinary Shareholders’ Meeting was held today in Milan chaired by Alberto Dell’Acqua, recording an attendance figure of 77.16% of the share capital.

 

“In this particular historical period characterised by the continuing health emergency – affirmed Italgas President Alberto Dell’Acqua – our company has represented and continues to represent a cornerstone for all its stakeholders, whether shareholders, investors, employees, suppliers or customers. The results approved by this Shareholders’ Meeting are a further confirmation of the effectiveness both of the strategic choices made in past years and of the actions taken to tackle the pandemic crisis. These actions have allowed us, on one hand to continue to grow even in difficult conditions and, on the other hand, to guarantee service to almost 8 million customers while operating in complete safety”.

Paolo Gallo, CEO of Italgas, commented as follows:

“Today’s Shareholders’ Meeting marks the end of a very difficult year: Italgas has demonstrated – once again in its century-long history – an incredible ability to react and operate in an unprecedented context. Despite the difficulties, we wanted to present the year just ended in the Integrated Report with the aim of providing an overall view of our activities and the related creation of value over time. I would therefore like to express my satisfaction and that of the Board of Directors, as well as to thank all Italgas shareholders for sharing our objectives by voting in favour of the proposals presented. Among them the approval of the dividend of 0.277 euro per share, an increase of 8.2% compared to the previous year, which is further proof of the Group’s economic and financial solidity and its growth perspectives”.

Considering the continuation of the emergency situation and in accordance with the regulations issued to contain its effects, the Shareholders’ Meeting was attended exclusively by the Designated Representative pursuant to Article 135-undecies of Legislative Decree 58/1998 (“TUF”).

The Shareholders’ Meeting:

• examined the Italgas Group’s consolidated financial statements for the year ended 31 December 2020, closed with a net profit attributable to the Group of €383.0 million (€417.2 million as at 31 December 2019) and an adjusted net profit attributable to the Group of €345.4 million (€345.2 million as at 31 December 2019);
• approved Italgas S.p.A. financial statements for the year ended 31 December 2020, closed with a net profit of €214.8 million (€223.6 million as at 31 December 2019);
• resolved to distribute €0.277 per share (+8.2% compared to the previous year) in proportion to the shares outstanding on the ex-dividend date, using the profit for the year and, for the remainder, retained earnings. The dividend will be payable from 26 May 2021, against detachment of coupon no. 5, being the ex-dividend date 24 May 2021 and the record date 25 May 2021.

With the aim of providing an effective and transparent representation of its ability to create value sustainably over time, from this year the Company has chosen to represent its financial and non-financial results in an Integrated Report, illustrating in a single document also the effects of its activities on the social, environmental and economic context in which it operates. Therefore, the 2020 financial statements and the 2020 consolidated financial statements are illustrated in the “2020 Integrated Annual Report”.

With reference to the 2021 remuneration policy and compensation paid, the Shareholders’ Meeting approved, with a binding vote pursuant to Article 123-ter, paragraph 3-ter, of the TUF, Section I containing the “2021 Remuneration Policy”, and, pursuant to paragraph 6 of the aforementioned article, expressed a favourable opinion with an advisory and non-binding vote on Section II relating to compensation paid in 2020.

The 2021-2023 Co-investment Plan was also approved, in accordance with the terms and conditions described in the Information Document prepared pursuant to Article 84-bis of the Issuers’ Regulations and made available to the public in accordance with the law, to which reference should be made for further information. In particular, the Plan is aimed at ensuring a high degree of alignment in the medium-long term of the interests of the management with those of the shareholders, supporting the retention of key resources and activating a medium-long term incentive system capable of creating a strong link with the business results achieved and the creation of long-term value for shareholders, promoting the sustainable success of the Company and the Group.

Finally, in extraordinary session, the Shareholders’ Meeting approved the proposal, in service of the 2021-2023 Co-investment Plan, to increase the share capital, in one or more tranches, for a maximum nominal amount of €5,580,000.00, through the issue of a maximum of 4,500,000 new ordinary shares to be assigned free of charge, pursuant to Article 2349 of the Italian Civil Code, for a corresponding maximum amount taken from retained earnings, exclusively to the beneficiaries of the Plan, i.e. employees of the Company and/or Group companies.

Milan, 2 April 2021 – Italgas and Energie Rete Gas, the gas transportation company of the Energetica Group, have signed an exclusive agreement related to infrastructures in operation, under construction and under development owned by Energie Rete Gas in the Valle D’Aosta region.

The agreement envisages the acquisition by Italgas, subject to certain conditions precedent, of around 150 kilometres of pipelines owned by Energie Rete Gas in operation, under construction and under development in Pont Saint Martin, Gressoney la Trinité, Antey St. André, Torgnon, Verres, Ayas, Pollein, Pila, Valdigne, Chatillon, Cervinia and Valtournenche that will become an integral part of Italgas distribution network in Valle D’Aosta.

The value of the transaction includes a RAB of around €16 million for networks currently in operation, which will increase up to €85 million with the completion of those under construction and under development.

The successful conclusion of the transaction will accelerate the development of the distribution network in Valle d’Aosta thus fully implementing the development plan presented in the ATEM  tender, based on more than €100 million of investments, which includes  among other things the methanization of further 17 municipalities and the doubling of the number of customers served from the current 20,000.

Paolo Gallo, CEO of Italgas, commented: “This transaction allows us to join forces with an important company in the Valle d’Aosta region, achieving a significant goal: accelerating the development of the regional distribution network compared to the plan presented in the tender, thus generating significant benefits for the area. In the particular times we are living through, investments in infrastructure represent one of the most effective tools for contributing to the relaunch of the local economy, creating value and work for the communities”.

Milan, 11 March 2021 – The Board of Directors of Italgas, which met yesterday chaired by Alberto Dell’Acqua, has called an Ordinary and Extraordinary Shareholders’ Meeting for coming 20 April, in a single call, to resolve on the approval of the 2020 Financial Statements, the proposed profit allocation, the remuneration policy, as well as the proposed adoption of a Co-investment Plan for 2021-2023 for employees of Italgas Group.

To this end, the Board has resolved to submit to the Shareholders’ Meeting a proposal on a free share capital increase by issuing no more than 4,500,000 ordinary shares of the Company, for a maximum nominal amount of 5,580,000 euros to be reserved solely for beneficiaries of the aforementioned 2021-2023 Co-investment Plan.

The Board has also resolved to propose to the Shareholders’ Meeting the distribution of a dividend of 0.277 euros for each Company share. The dividend will be paid out on 26 May 2021, with coupon date of 24 May 2021 (record date 25 May 2021).

In compliance with the provisions of Legislative Decree 58/98 (“CLF”), the old and the new Corporate Governance Code, and taking into account the Company’s adherence to the new Corporate Governance Code applicable as of 1 January 2021, the Board of Directors assessed the independence of its Directors: (i) on 31 December 2020 on the basis of the CLF and the Corporate Governance Code and (ii) on 10 March 2021, on the basis of the CLF and the new Corporate Governance Code. The Board of Directors, having duly acknowledged the check of its members carried out by the Board of Statutory Auditors, also checked whether the members of the Board of Statutory Auditors still hold the independence requirements, also in accordance with the new Corporate Governance Code.

Following the 2018-2020 Co-investment Plan approved by the Ordinary and Extraordinary Shareholders’ Meeting of 19 April 2018, the Board resolved to freely allocate a total of 632,852 new ordinary shares of the Company to the beneficiaries of the same Plan and to execute the first tranche of the capital increase resolved by the aforementioned Shareholders’ Meeting, for a nominal amount of 784,736.48 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 new Share Capital as resulting from the execution of said increase.

In view of the current health emergency, taking into account the regulatory provisions issued in order to contain infections, the Company has decided to make use of the option provided in art. 106, subsection 4, of Law Decree 18/2020, establishing that those entitled to participate in the Shareholders’ Meeting may only do so through the appointed representative Georgeson S.r.l., with registered offices in Rome, Via Emilia 88, named as the “Appointed Representative” of the Company under art. 135-undecies of the CLF. For more information in this regard, see the call notice of the Ordinary and Extraordinary Shareholders’ Meeting of Italgas which will be published by the Company in the manner and within the terms prescribed by law.

As indicated in the Shareholders’ Meeting call notice, the Integrated Annual Report as at 31 December 2020, the 2021 Compensation report, the 2020 Report on Corporate Governance and Ownership Structure, 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 time period established by law.

Milan, 11 March 2021 – Italgas’ Board of Directors, chaired by Alberto Dell’Acqua, met yesterday and approved the results as of 31 December 2020 and resolved to propose to the Shareholders’ Meeting the distribution of a dividend of € 0.277 per share (+8.2% compared to 2019).

Key figures

Consolidated economic and financial highlights:

• Adjusted total revenues: € 1,333.8 million (+6.0%)
• Adjusted EBITDA: € 971.4 million (+7.0%)
• Adjusted EBIT: € 546.8 million (+6.0%)
• Adjusted net profit: € 345.4 million (+0.1%)
• Technical investments: € 777.5 million (+5.1%)
• Cash flow from operating activities: 745.0 million euros (714.4 million euros in 2019)
• Net financial debt: € 4,736.5 million
• Net financial debt (excluding the effects pursuant to IFRS 16): € 4,660.2 million

Operating highlights including affiliates:

• Municipalities in gas distribution concessions: 1,887
• Number of active meters: 7.7 million
• Gas distribution network: more than 73,000 Km

Sustainability highlights:

• Gas Leakage Rate (natural gas emissions volume / distributed gas volume): 0.1%
• Reduction of 5.4% in energy intensity compared to 2019 (calculated as the ratio between the Group’s total energy consumption and the gas distributed)
• Over 20,000 hours of training on digitalization topics delivered

The performance achieved by Italgas as of 31 December 2020 demonstrates the company’s ability to continue generating solid economic-financial and operating results, thanks to the efficiency-boosting and technological innovation measures taken by the company. These results have been achieved despite a scenario negatively impacted by the application of the tariff regulation for the gas distribution and metering activities for the period 2020-2025 (Resolution 570/2019/R/gas) and the ongoing health emergency.

The major investments carried out in 2020, amounting to € 777.5 million (up 5.1% compared to 31 December 2019), are consistent with the company’s Strategic Plan, which is strongly focused on the gradual development and modernisation of the networks and plants and their digital transformation.

In 2020, 905 km of new pipelines were laid down, compared to around 935 km in the corresponding period of 2019. Construction of the digital native distribution networks continued in Sardinia, with the laying down of around 334 km, for a total of more than 806 km of the around 1,100 km to be constructed overall.

The plan to replace traditional meters with the last generation of smart meters has almost been completed, apart from a marginal share to be concluded by the end of the year.

The cash flow from operating activities at the end of 2020 amounted to € 745.0 million euros.

The net financial position as of 31 December 2020 was € 4,736.5 million (€ 4,485.3 million as of 31 December 2019). The net financial position amounted to € 4,660.2 million (€ 4,410.6 million as of 31 December 2019), net of financial liabilities pursuant to IFRS 16 of € 76.3 million (€ 74.7 million as of 31 December 2019).

The adjusted EBITDA at the end of 2020 amounted to € 971.4 million (up 7.0% compared to 31 December 2019) and adjusted net profit was € 345.4 million, confirming the results of last year (€ 345.2 million), despite the negative effects deriving from Resolution 570/2019/R/gas.

In order to provide an effective and transparent representation of its ability to create value sustainably over time, from this year Italgas has chosen to represent its financial and non-financial results in an Integrated Report, showing in a unique document the effects of its activities on the social, environmental and economic context in which it operates.

Paolo Gallo, CEO of Italgas, commented:

“The health emergency and the highly adverse effects of the new tariff have not affected the path of transformation and development that             today sees Italgas ending another year with a trend of growth. We have been able to face the most serious global crisis of the post-war period thanks to the strategic decisions made over the last few years. Our ability to react promptly emerges clearly from all the financial and non-financial indicators.

We achieved an adjusted EBITDA of € 971.4 million, up by 7% compared to 2019, and we succeeded in limiting the negative impact of Resolution 570/2019/R/gas, reporting a result of € 345.4 million, in line with last year’s figure.

Despite lockdown period, our investments have slightly increased, to around € 780 million, up by 5% compared to 2019.

These results were made possible by the digital transformation process, launched in 2017 and still ongoing, which enabled the Group to remote mode a good part of its activities, continuing providing essential services to more our than 7.7 million customers, operating in complete safety. The important applications, developed in the Italgas Digital Factory, are the most telling example of how digital technology and  technologies such as artificial intelligence, machine learning and augmented reality have raised the level of efficiency of our activities. A result achieved thanks to the strong commitment of our people in digitalization also through thousands of hours of training.

On an operational level, despite the lengthy stoppage imposed on construction sites, work continued on the extension, maintenance and digitisation of the network throughout Italy. In this context, Sardinia has proved to be the primary incubator of a new generation of infrastructures aimed at transforming gas distribution in Italy and in Europe and making a key contribution to the energy transition. We have completed around 80% of the 1,100 km of planned networks on the island, digital native networks to accommodate gases other than methane, such as hydrogen, biomethane and synthetic methane. Technological innovation, investments, a widespread presence across the country and sustainability will continue to be our key drivers in order to create value for shareholders and the communities in which we operate, to take an active role contributing to the process of decarbonisation of the economy and containment of fugitive methane emissions, in line with the indications of the EU Commission for DSOs of gas, considered essential actors of the energy transition”.