Last price

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NOT TO BE PUBLISHED OR DISTRIBUTED IN THE UNITED STATES, AUSTRALIA, CANADA AND JAPAN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States, in Australia, Canada and Japan and in any jurisdiction in which such offer or sale would be unlawful and is not for publication or distribution in any such jurisdictions.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.

Sisma 2016 – 140 computers donated by Italgas to Abruzzo schools

Civitella del Tronto (Teramo), 23 September 2019 – Just a few days after returning to the desks, the program for schools in the areas affected by the 2016 earthquake, promoted by the Extraordinary Commissioner of the Government with the collaboration of Italgas, which donated 1,500 computers for the creation of new computer classrooms to implement the school training offer, is back on track.

Symbolic the choice of the Istituto Comprensivo Civitella-Torricella as the venue for the delivery ceremony of the 140 computers intended for schools in Abruzzo: Civitella del Tronto is in fact among the historic villages most affected by the earthquake of 2016.

The initiative, which is part of the protocol signed last December, was illustrated by the Government’s Extraordinary Commissioner, Piero Farabollini, and Italgas’ Head of Institutional Relations and Regulatory Affairs, Nunzio Ferrulli, in the presence of many local mayors and administrators, representatives of the Abruzzo Regional School Office and the school heads of the target schools.

For the Italgas group the project, now in its penultimate stage, is part of a wider program of activities dedicated to the communities and territories where the company is present and operates, with the intention of creating value by offering concrete support to the new generations and more generally to families.

“The objective of reconstruction is also to allow the re-establishment of communities and to do this we must necessarily focus on the young people who must bear witness to it – recalls Commissioner Farabollini – With the Italgas donation, thousands of young people and their families can see the synthesis between memory and future through the medium that connects them par excellence. These computers ideally represent the cultural and social relay needed to look forward with renewed hope. They are a symbol of that network made up of technicians, administrators, politicians and companies that embody the will to do well so that the children connected to the world with these tools remain deeply connected to their mother earth.

“A few days before the start of the new school year – commented Italgas CEO Paolo Gallo – we are pleased to be able to reaffirm our commitment to the territory and the communities served. Even today we want to offer concrete support to young people, school leaders and teachers for the development of curricula that can integrate and deepen issues such as digitization and technological innovation, which are now central to the world of work. Alongside our constant commitment to the continuous improvement of the quality and safety of our services, we want to support the reconstruction of the areas affected by the earthquake by focusing on the new generations and the development of skills and knowledge”.

To date Italgas has distributed 1,160 of the 1,500 computers for the areas affected by the 2016 earthquake. After Lazio, Marche and Abruzzo, the last stage will be in October in Umbria.

1.500 PCs donated to the areas affected by the earthquake: Italgas completes the delivery program

With the Norcia stopover, all the computers for the institutes in the areas affected by the 2016 earthquake were distributed.

Donate 1,500 PCs to schools in the areas affected by the 2016 earthquake in Lazio, Umbria, Marche and Abruzzo. This is the objective of the agreement signed by Italgas with the Government’s Extraordinary Commissioner for the Central Italy Earthquake, which today comes to an end with the delivery of the last personal computers to Norcia, after those already entrusted to schools in Lazio, Marche and Abruzzo.

 

How the project of PC donation in schools was born

 

The initiative, which concerns secondary education schools, was presented to the Chamber of Deputies in December 2018 by the extraordinary commissioner for the earthquake Piero Farabollini and Italgas CEO Paolo Gallo, who on the occasion had stressed that in the municipalities affected by the earthquake the company has worked “from the outset to contain the difficulties resulting from the earthquake. The work done in Ussita, Camerino and many other municipalities – he recalled – has allowed citizens to get gas back into their homes in a short time, reducing inconvenience as much as possible. By donating these computers we will contribute to the creation of computer classrooms, offering a concrete tool to boys and girls”. The project thus comes to a conclusion in less than a year, testifying to the commitment to the territory that has always distinguished the work of Italgas, which has in its DNA, as well as one of the objectives of its Corporate Social Responsibility strategy, that of contributing to the growth and social and cultural development of the communities in which it operates.  

 

Interventions for areas affected by the earthquake

 

After identifying the areas and institutes to which computers should be donated in collaboration with the commissarial structure and the mayors of the area, Italgas began with the distribution of the PCs. This initiative is part of a wider context of activities planned to support the territory, with the intention of creating value by offering concrete support to the new generations and families in general. The company has in fact planned investments of 120 million euros for the maintenance and security of its distribution networks in the earthquake-stricken areas of Lazio, Abruzzo, Marche and Umbria, especially with a view to preventing the consequences of earthquakes.

 

Previous steps

 

Before the stage of Norcia 140 PC for the creation of computer classrooms had been delivered by Italgas to the institute including Civitella-Torricella on behalf of the Abruzzo schools in September 2019, just days before the start of the new school year. The ceremony was attended by many of the mayors and administrators of the area, as well as representatives of the regional school office and the school heads of the schools receiving the donations. The choice of the school in which to symbolically deliver the PCs to the schools in the area was not accidental, since Civitella del Tronto was one of the areas most severely affected by the earthquake in Central Italy in 2016.

Previously, in May, it had happened the delivery to schools in the Marches during a ceremony at the Municipal Theater of Treia, while the first PCs had been delivered in December 2018 to schools in Rietiin Lazio.

Digital and sustainability drive Italgas accounts

The Board of Directors approves the results for the first nine months of 2019. All indicators are growing. CEO Paolo Gallo: “We combine 180 years of history with a start-up approach.”

The third quarter 2019 closed for Italgas with all financial indicators in positive. A particularly important result considering that the period July-September is the eleventh consecutive period in which the company led by Paolo Gallo manages to make progress in all the main items, starting from revenues and profits. All this is guided by two “cardinal points” that, among others, the company has set itself with the 2019-2025 strategic plan: digitization and sustainability. This is certified by the company’s Board of Directors, which met under the chairmanship of Alberto Dell’Acqua, and which together with the Italgas quarterly report approved the consolidated results for the first nine months of the year.   “11 consecutive quarters of growth, double-digit increases in EBIT and net profit demonstrate Italgas’ ability to combine the solidity of a company with over 180 years of experience, a start-up approach to promote innovation and a great attention to costs”, says Paolo Gallo, CEO of Italgas.

Focus on smart meters and digitization

The program to replace meters with “smart meters”continues: from January to September, 1.5 million meters were installed, for a total installed fleet of 6.2 million new generation meters, which now represent 73.1% of the total installed meters, considering the companies in which the Group has an interest. The Roadmap foresees that the replacement will be completed in 2020.

“The digital transformation – explained Gallo – remains our main objective: the Digital Factory, one year after its start-up, has already produced several digital solutions that are changing the way we manage our network with a significant improvement in the quality of service”.

Methanization in Sardinia

Work is continuing on the island to install the distribution networks, an activity that has so far generated around 600 new jobs. At the end of September the worksites were started in all the basins under concession to the Group, for more than 18 thousand requests for new connections.  “The Sardinia project has obtained institutional recognition with the forthcoming entry into the shareholding structure of the Sardinian company of the Marguerite Fund, a high-profile European investor – stresses CEO Paolo Gallo -. On the island we have already laid over 300 kilometres of ‘native digital’ networks, the most modern in the country, with considerable interest from residents and businesses, a sign of the great expectation on the part of the territory: in the coming months we will begin to supply the first users with natural gas”.

Attention to sustainability

The results are linked to a double thread for Italgas with an ever-increasing commitment and a renewed awareness of sustainability issues. It is precisely this strategy that has allowed the stock to be confirmed in the FTSE4Good Index Series and to enter the Dow Jones Sustainability Index Worldfor the first time, which indicates on a global scale the ability of companies to measure themselves against sustainability in all its aspects. Italgas is the only Italian utility in the gas distribution sector included in DJSI World, as well as the third in the world together with the Spanish Naturgy and the Japanese Osaka Gas.

Data at a glance

Looking quickly at the figures on consolidated results, total revenues amounted to 916.9 million euro, up 3.7%, with Ebitda (gross operating margin) up 5% to 660.7 million euro. As for technical investments, they amounted to 495.3 million euros, up 41.9%: “They continue to increase with growth that will take us to over 700 million at the end of the year – adds Gallo – Maintenance, development and digitization of the network are our 3 pillars”.

Considering the distribution network, the data including the investee companies show that there were 1,822 municipalities under concession for the gas distribution service in September 2019, with 7.617 million active meters and an infrastructure of 71 thousand kilometres.

Forecasts for the end of the year

Before the end of the year Italgas will be engaged in some international events to present its activity to investors all over the world. Starting from the sixteenth edition of the “London Conference” organized by Kempen in the capital of the United Kingdom, which has in its mission to “bring together capital with ideas” through a series of one-to-one talks between investors and senior management of the participating companies. Then, at the beginning of December, it is finally planned to participate in another event of the same kind in Australia, in Sydney.

At the operational level, Italgas plans to continue its investment plan for the digitization of the grid, the installation of “smart” meters and the methanization of Sardiniain the coming months. The company also plans, as already indicated in the Strategic Plan 2019-2025, to participate in the tenders for the award of the natural gas distribution service. Moreover, after the acquisitions in 2018, development initiatives by external lines will continue throughout 2019, which will make it possible to strengthen the territorial presence and the growth of the business perimeter.

2019 Third Quarter Results

Italgas Top Management presents 2019 Third Quarter Results.

Conference Call for the presentation of results to the community will be on Thursday, November 7th 2019 at 05:30 pm CET.

FOLLOW THE PRESENTATION LIVE >>

“China Mission” for Italgas: Italy’s ecosystem presents itself in Beijing

At the China LNG & Gas International Summit the company organized a workshop with State Grid of China. Taking his main suppliers with him  

Mission to China for Italgas. On October 15 and 16 the company participated in the fifth edition of the China LNG & Gas International Summit, while on October 17 it organized a workshop in collaboration with State Grid Corporation of China where it presented its experience in the Italian gas market to an audience of international companies. In the words of the President of State Grid, the day is “the first concrete step of collaboration following the Memorandum of Understanding – signed on 28 April by Italgas and State Grid – and I hope it will be the first of a series of meetings”.

The workshop on October 17th

The workshop was divided into two parts. In the morning, Italgas’ managers spoke about the process of liberalisation of the gas market in Italy since the 2000s, explaining how the market has evolved, what the impact of liberalisation has been, what the current market structure is and what the possible developments are, also with reference to Italgas’ strategic plan. This issue is of particular interest in China, where the evaluation process has begun with a view to a possible liberalisation of the energy market.

The afternoon session was dedicated to an in-depth examination of the technologies. Some key suppliers among Italgas’ business partners, all Italian excellence in technological innovation, presented their value propositions and portfolio of products and services to the most important Chinese companies in the sector and to some State Grid subsidiaries abroad.

The companies that took part in the workshop with Italgas were Bitron, Cpl Concordia, Pietro Fiorentini, Regas, Sagemcom and Pellegrini. On the other side of the table Sgspaa (Australia), Ren (Portugal), SP Group (Singapore), Beijing Gas Group (China), Enn Group (China), Kunlun Gas (China): a panel of companies, the latter, which manages a total of almost 210 thousand kilometres of networks serving more than 47 million gas users.

Pier Lorenzo Dell’Orco: “Gas advocacy is among our missions.”

“The agreement of April 28th is important for several reasons. First and foremost at institutional level: Italgas is a leader in Italy and one of the largest in Europe, and we feel the responsibility and mission to be the ambassador of Italian methane technology – explains Pier Lorenzo Dell’Orco, Italgas Sales Development Director -. Secondly, it is important in terms of sustainability: our strategic plan is entirely inspired by compliance with the objectives of the sustainability plan, among which there is the issue of gas advocacy: we are convinced that methane is a useful resource for the energy transition to a decarbonized economy, whatever the landing point in 2050. Everything that can be used to promote the use of gas and make the best use of our skills, we want to do it in Italy and propose it as best practice abroad”.

Nunzio Ferrulli: “Our mantra is the combination of infrastructure and digitization.”

Nunzio Ferrulli, Head of Institutional Relations and Regulatory Affairs of Italgas, focuses on knowledge-sharing activities: “We believe we are at the forefront of gas infrastructure management because we have launched a major investment plan not only on infrastructure but also on digitisation. This is our mantra, and has allowed us to be ‘best in class’ both at European level and at the Italy-China workshop. That’s probably why State Grid asked us to explore our best practices and invited us to Beijing. We thought it would be fair to involve our business partners. It is an important operation because in the collective imagination there are Chinese companies that come to invest in Italy, in a sort of one-way street, while on this occasion it is the companies of our country that go to China to present their excellence”.

Raffaella Marcuccio: “Italian technologies as protagonists in China”

“We bring our Italian suppliers to China with the intention of enhancing and promoting their know-how of excellence – underlines Raffaella Marcuccio, Head of Procurement and Material Management at Italgas -. The prospect is to allow them to understand whether the conditions are in place to think about possible partnerships with Chinese companies in the field of gas distribution. In this context the central theme, the one in which Italy manages to express excellence, is technological innovation, with a particular focus on digitization. One of the most interesting challenges – concludes Marcuccio – is to verify in the field how and to what extent the excellence of Italian technology can interact with the world’s energy giants.

The Djsi index: a “green thermometer” for industry giants

Italgas joins the elite of large companies committed to environmental sustainability. Katia Corvino: “We’ve brought out the values we have in our DNA.”

The Dow Jones Sustainability Index is an authoritative global “thermometer” that certifies how committed large listed companies are to sustainability. Its birth dates back exactly 20 years ago, to 1999, and is the result of the collaboration between Standard&Poors Dow Jones indices and Robeco Sustainable Asset Management, two of the major international reference points in the sector. In addition to the global index, the Djsi World, of the same “stable” also includes other geo-referenced sustainability indexes on smaller areas: North America, Europe, Asia Pacific, Emerging Markets, Korea, Australia, Chile and Mila Pacific Alliance.

Italgas enters the Dow Jones Sustainability Index

Italgas joined Djsi World for the first time this year: “It has been a great challenge for us – comments Katia Corvino, Head of Corporate Social Responsibility – but we have not finalized our activities to the goal of entering the index: we have put our beliefs into practice, and the entry into Djsi World is a reflection of our efforts, as well as a stimulus”. “We have brought out values that are in our DNA – continues Corvino – but we are also aware that this is only a first step, however important. Now we will have to deal with our peers in the Djsi World arena, and we are confident that we have the strength to support this commitment, also thanks to the great endorsement on corporate sustainability issues that comes from top management and CEO Paolo Gallo himself”.

Evaluation criteria

But what are the evaluation criteria for entering the Djsi sustainability index ? The analysis of economic indicators and performance from a social and environmental point of view makes a decisive contribution. But also factors such as corporate governance, risk management strategies, brand consideration, climate change decisions, supplier chain standards and employee policies. With the consequence that companies that do not move ethically cannot join the Djsj. The assessment criteria include both general and specific requirements for more than 601 industrial sectors that are included in the so-called “Industry classification benchmark”. The characteristics evolve every year, putting the Djsi companies in the need to continue to implement their long-term strategies. The selection is made through a transparent process, based on the classification of companies in the Corporate Sustainability Assessment which is published annually by Sustainable Asset Management.

Italgas’ commitment

The company led by Paolo Gallo entered the Djsi thanks to a business model inspired by criteria of environmental, social and economic sustainability, and based on a constant interaction with the territories in which it operates. “The company,” Corvino points out, “aims for growth that is consistent with respect for the environment, the development of people and positive interaction with territories and communities. It was on this basis that the Sustainability Committee and the Department for Corporate Social Responsibilitywere born . Alongside the business plan, the company is also carrying out a sustainability plan based on five pillars, which today consists of 14 objectives and 45 short and medium-term actions.

Commitment to the environment and care for people

“The cornerstones of our commitment are the culture of sustainability within the company, along the entire value chain, together with the increase in employee well-being and the improvement of accident indices – adds Corvino – Fundamental is the contribution to the efficiency and safety of the energy system, which passes through the reduction of the carbon footprint, the development of gas advocacy and the enabling of circular economic processes”. Italgas also aims to improve the Group’s sustainability positioning by joining the Global Compact and four other sector networks, and a series of concrete activities such as the conversion of the entire company fleet with methane powered vehicles. In addition, to improve energy efficiency in the thermal power plants of the Reduction and Measurement Withdrawal and Measurement plants, Iprm, in 2018 28 microcontroller devices were installed that allow a significant reduction in preheating consumption and limit the possibility of condensation in the summer months.

“But corporate social responsibility – concludes Corvino – is not only attention to the environment, on which we also constantly raise awareness among all our employees: it also means intervening on the social and inclusiveness axis. We are also engaged in a massive effort of digitization, which will soon affect our great archival heritage, a precious testimony of the history of Italy since the first decades of 1800: we intend, thanks to digital, to make it available and accessible to all”.

Italgas for a better service to end customers: the link with Consumer Associations is strengthened

A year and a half after the signing of the Memorandum of Understanding, a new meeting with the Consumer Associations of the CNCU was organised

The relationship of collaboration between Italgas and the Consumer Associations recognized by the CNCU (National Council of Consumers and Users) is strengthened. A meeting was held today between Italgas and the associations that signed the Memorandum of Understanding with Italgas in March 2018 to take stock of the situation regarding the commitments undertaken and discuss future programmes.

Among the topics addressed this morning, the operational management of contacts between the company and associations to manage reports and complaints from end users, made more streamlined and direct. The morning was also an opportunity to point out how the process of replacing traditional meters in favor of Smart Meters, now more than 70%, in addition to exceeding well in advance the obligations imposed by Arera, improves the relationship with users due to the reduction induced in the number of reports regarding the detection of consumption.

Part of the morning was dedicated to the description of the new MyItalgas portal and, in particular, to the possibility of directly managing the Associations’ reports through a dedicated access to the portal’s functionalities. Thanks to MyItalgas, in fact, already today all users can access a real dedicated area of the Italgas website to enter, monitor and manage service requests concerning their own users and enter any documents necessary to complete the paperwork. In this context, access to the Portal by the associations will allow a “tailor made” management of requests concerning their members.

The year since the signing of the Protocol, on the other hand, has been fruitful in terms of collaboration between Italgas and the associations, which have found themselves on the same line with regard to the methanization of Sardinia, sharing the opportunity to build and convert to methane the local networks currently powered by LPG. The company and associations think to push further on the mutual collaboration, going so far as to jointly define a transparent contractual scheme to be used as a basis for the marketing of natural gas in the Region.

In conclusion, Italgas Consumer Associations have promised to continue to dialogue constantly with each other in order to increase, day after day, the relationship of trust and collaboration for the benefit of users and the efficiency of the service offered, in the spirit of the Memorandum of Understanding signed in 2018.

Italgas: finalised the acquisition of the majority of Toscana Energia shares

Milan, 1 October 2019 – Italgas informs that following the authorization by the Antitrust Authority, today was finalised the transfer of 2,897,778 shares, corresponding to 1.98% of the share capital of Toscana Energia, for which the municipalities of Bientina, Buti, Calcinaia, Casciana Terme Lari and Palaia had at the time exercised their right of withdrawal. As a result, the share capital held by Italgas increased from 48.68% to 50.66%.

Subsequently, with the entry into force of the new by-laws of Toscana Energia, resulting from  the agreement between Italgas and the Public Shareholders and approved by the Extraordinary Shareholders’ Meeting of June 28, 2018, Italgas will fully consolidate the financial results of its subsidiary Toscana Energia.

Toscana Energia is leader in the natural gas distribution sector in Tuscany, with an estimated RAB at 31.12.2018 of approximately €833 million. It holds 102 gas concessions, manages approximately 8,000 kilometres of the network with almost 800,000 users and in the last year distributed over 1.1 billion cubic metres of natural gas.
The 2018 consolidated financial results of Toscana Energia, in accordance with the Italian accounting principles, show total revenues of €148 million, an EBITDA of €104 million, an EBIT of €58 million and a net profit (after tax) of €41 million. At the end of 2018, net financial debt amounted to approximately €398 million.