Author: adigiuseppe

The company, now 100% Italgas, holds 37 concessions for the natural gas distribution in Sicily, Calabria and Campania for a total of approximately 60,000 users

Milan, 18 April 2019  – Italgas announces that it has exercised its call option to purchase the remaining 40% of the share capital of EGN (“European Gas Network”) from CPL Concordia. The transaction follows the previous acquisition of 60% of the controlling stake, which was announced to the market on 3 December last.

The option was exercised at the same pro-rata price as the first closing relating to the purchase of 60% of EGN.

The valuation of EGN (enterprise value) was set at 100 million euros for 100% of the company. Therefore, in proportion to the share acquired and net of debt, the price paid to CPL Concordia for the remaining 40% was 20.9 million euros.

EGN, now 100% Italgas, indirectly[1] holds 37 operating concessions for the natural gas distribution in Sicily, Calabria and Campania for a total of approximately 60,000 users. With the completion of the transaction Italgas further strengthens its presence in the South of Italy and continues its asset rationalisation in line with the 2018-2024 Strategic Plan.

[1] EGN controls 100% of the companies EGN Distribuzione S.r.l., Ischia Gas S.r.l. and Marigliano Gas S.r.l., holders of the concessions.

Turin, 11 April 2019 –  Italgas, leading gas distributor in Italy and third in Europe, and Picarro, the leading provider of intelligent asset management software solutions, have signed a memorandum of understanding to use in Europe the Picarro Surveyor, currently the most advanced in the field of gas network monitoring activities.

The system, named CRDS (Cavity Ring-Down Spectroscopy), consists of a sophisticated sensing technology that, compared to traditional technologies, offers important advantages in terms of speed and width of the areas subject to control. The advantages are made possible by the development of specific vehicular devices that, combined with sophisticated software, ensure a sensitivity of detection of the presence of gas in the air of three orders of magnitude higher than those currently in use by operators in the sector (parts per billion against parts per million).

Compared to the traditional method, the new technology does not require the vehicle to follow the route of the underground pipeline, thus obviating the problem of possible obstacles along the way (such as parked cars) and exponentially expands the volume of the monitored above-ground area (150-200 meters wide and 5-8 meters high compared to 1-2 meters and 10-20 centimeters).

The software is also able to detect not only the presence of methane but also of ethane, thus giving a more accurate data about the amount of gas molecules in the air. This data together with information on the direction and speed of the wind and with geo-referenced measurements, makes it possible to provide extremely rapid and precise localization of the possible origin of the dispersion.

The agreement follows an intense phase of experimentation successfully conducted over the last year on the networks of the three largest cities served by Italgas, Turin, Rome and Naples. In these cities, the new technology has made it possible to control a total of 150% more kilometres of network than the minimum standards set by the regulatory authority, about 38,000 kilometres of network compared to the 15,000 required.

“Innovation is one of the drivers on which Italgas’ development strategy is based – said Ceo Paolo Gallo – It is through technological innovation that our ability to consolidate our leadership in Italy and Europe passes, confirming our leadership in the sector. For this reason, we are pleased to take our collaboration with Picarro to a higher level, which has already produced excellent results during the testing phase, carving out an exclusive role for us in the use of such cutting-edge technology not only for Italy, but for the whole of Europe. Picarro’s recognition is a recognition that makes us proud and rewards our ability to work daily for an increasingly efficient and effective service“.

“Italgas’ adoption of the Picarro Surveyor – said Picarro CEO, Alex Balkanski – is an important milestone for European Gas distribution. We look forward to jointly deploying data-driven solutions to benefit Gas Operators throughout Europe”.

Picarro is changing the way Gas Operators run their business enabling their digital transformation through cloud computing data-driven analytics.

Italgas is the leading gas distributor in Italy and third in Europe: it manages a distribution network that extends for a total of about 70,000 kilometers through which, over the past year, it has distributed about 9 billion cubic meters of gas to 7.56 million users. The Group, including its non-consolidated subsidiaries, holds 1,808 concessions, with a historical presence in the country’s major cities, including Turin, Venice, Florence, Rome and Naples.

Milan, 4 April 2019 – Italgas’ Board of Directors in its entirety, met today in Milan under the chairmanship of Alberto Dell’Acqua, appointed Paolo Gallo as Chief Executive Officer, giving him the powers of administration of the Company excluding the specific attributions reserved by the law, bylaws or by virtue of BoD resolution for the Board or the Chairman, who has a non-executive role. The Chief Executive Officer is also responsible for the functions of Director in charge of the internal control and risk management system.

The Board of Directors, on the basis of the information provided by the interested parties, has also determined that, with regard to the 9 Directors there are no causes of ineligibility or incompatibility, and that each of them possess the integrity requirements laid down by current legislation. The Board of Directors also determined that, on the basis of the declarations made, Chairman Alberto Dell’Acqua and Directors Paola Annamaria Petrone, Giandomenico Magliano, Veronica Vecchi, Andrea Mascetti e Silvia Stefini possess the independence requirements laid down by the law and by the Corporate Governance Code.

The Chairman Alberto Dell’Acqua fulfils the independence requirements established by law.

The Board of Directors also ascertained that the statutory auditors fulfill the professional and integrity requirements pursuant to Ministerial Decree no. 162 of 30 March 2000, as specified by Art. 20.1 of the bylaws and it took note of the independence requirements laid down by the law and by the Corporate Governance Code, on the basis of the checks made today by the Board of Statutory Auditors and transmitted to the BoD, pursuant to Application Criterion 8.C.1. of the Corporate Governance Code approved by the Corporate Governance Committee.

Finally, the Board verified that the composition of the Board itself and of the Board of Statutory Auditors is compliant with the current regulatory and statutory provisions on gender equality; the Board also verified that the number of management and control positions held by the Directors is compatible with the effective execution of the office of Director in Italgas.

As of today, to the best of the Company’s knowledge, Paolo Gallo holds 12,000 shares of Italgas S.p.A.

The curriculum vitae of the Directors and Statutory Auditors are available online, on the pages of the Board of Directors and the Board of Statutory Auditors.

Lastly, Italgas announces that the Board of Directors meeting to approve the Interim Report on Operations as at 31 March 2019 will be held on 13 May 2019 instead of 14 May, as initially communicated. The conference call for the presentation of the accounting figures to financial analysts will take place on 14 May 2019, instead of 15 May.

Milan, 12 March 2019 – Italgas informs that no. 2 lists of candidates for the Board of Directors and no. 2 for the Board of Statutory Auditors have been submitted in view of the Shareholders’ Meeting on 4 April 2019 (single call) that will renew the Company’s boards.

The shareholders CDP Reti and Snam, representing 39.545% of Italgas’ share capital, submitted jointly no. 1 list of candidates for the Board of Directors:

1. Alberto Dell’Acqua* (Chairman)
2. Paolo Gallo
3. Yunpeng He
4. Paola Annamaria Petrone*
5. Maurizio Dainelli
6. Giandomenico Magliano*
7. Veronica Vecchi*
8. Patrizia Michela Giangualano*
9. Nicolò Dubini*

The shareholder CDP Reti, representing 26.045% of Italgas’ share capital, submitted no. 1 list of candidates for the Board of Statutory Auditors:

for the office of Effective Statutory Auditor

1. Maurizio Di Marcotullio**
2. Marilena Cederna**

for the office of Alternate Statutory Auditor

1. Stefano Fiorini**

The institutional shareholders[1], wholly representing 1.36615% of Italgas’ share capital, submitted no. 1 unitary list of candidates for the the Board of Directors and no. 1 unitary list of candidates for the Board of Statutory Auditors:

• for the Board of Directors:

1. Andrea Mascetti*
2. Silvia Stefini*

• for the office of Effective Statutory Auditor

1. Pier Luigi Pace**

• for the office of Alternate Statutory Auditor

1. Giuseppina Manzo**

The lists and related documentation required under current legislation will be made available to the public by 14 March 2019 at Italgas’ registered office in Milan, Via Carlo Bo, 11, on the Company’s website (www.italgas.it, “Governance” “Corporate Governance System” – “2019 Shareholders’ Meeting” section), on the website of Borsa Italiana S.p.A. (www.borsaitaliana.it) and on the authorised storage mechanism “eMarket STORAGE” at the address www.emarketstorage.com.

(*) Candidate satisfying the independence criteria set out in the Italian Consolidated Law on Financial Intermediation (“TUF”) and in the Corporate Governance Code approved by the Corporate Governance Committee.

(**) Candidate listed in the Register of Statutory Auditors with a minimum of three years’ experience on financial audits.

[1] Arca Fondi S.G.R. S.p.A. fund manager of Arca Azioni Italia; Etica SGR S.p.A. fund manager of: Etica Rendita Bilanciata, Etica Bilanciato, Etica Azionario e Etica Obbligazionario Misto; Epsilon SGR S.p.A. fund manager of: Epsilon Flessibile Azioni Euro Novembre 2020, Epsilon Flessibile Azioni Euro Giugno 2021, Epsilon Flessibile Azioni Euro Febbraio 2021, Epsilon Flessibile Azioni Euro Aprile 2021 e Epsilon Flessibile Azioni Euro Settembre 2020; Eurizon Capital SGR S.p.A. fund manager of: Eurizon Global Multiasset Selection Settembre 2022; Eurizon Progetto Italia 70, Eurizon Azioni Italia, Eurizon PIR Italia Azioni e Eurizon Progetto Italia 40; Eurizon Capital SA – EuF – Equity Italy e EuF – Equity Italy Smart Volatility; Fideuram Asset Management (Ireland) – Fonditalia Equity Italy; Fideuram Investimenti SGR S.p.A. fund manager of: Fideuram Italia e PIR Piano Azioni Italia; Interfund Sicav – Interfund Equity Italy; Generali Investments Luxembourg S.A. – GSMART PIR Evoluz Italia e GSMART PIR Valore Italia; Legal&General Assurance (Pensions Management) Limited; Mediolanum Gestione Fondi SGR S.p.A. fund manager of Mediolanum Flessibile Futuro Italia and Mediolanum International Funds Limited – Challenge Funds – Challenge Italian Equity.