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Italgas: approved results as at 31 March 2018

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Milan , 8 May 2018 – Italgas’ Board of Directors, chaired by Lorenzo Bini Smaghi, met yesterday and approved the consolidated (unaudited) results for 2018 first quarter.

Key figures

Consolidated economic and financial highlights:

  • Total revenue: €281.0 million (+1.0%)
  • EBITDA: €198.4 million (+2.7%)
  • EBIT: €112.4 million (+8.4%)
  • Net profit: €74.7 million (+4.5%)
  • Technical investments: €106.1 million
  • Net cash flow from operating activities: €241.2 million
  • Net financial debt : €3,656.2 million

Operating highlights including affiliates data:

  • Gas concessions: no. 1,695
  • Number of active meters: 7.5 million
  • Gas distribution network: more than 67 thousand Km

Italgas’ economic and financial results in the first three months of 2018 confirm the positive performance achieved in 2017, with further improvement in terms of margin; the investment programs and the closing of further acquisitions are in line with the targets announced with the Business Plan for 2017-2023.

Over 67 thousand kilometres of network managed, 7.5 million redelivery points served in 1,695 concessions, reaffirm the ltalgas’ leadership in Italy, with a market share that exceeds 34% and the third position in Europe.

Italgas – with €106.1 million deployed in organic investments in the first quarter – confirms the timing set in the Business Plan, with investments exceeding € 3 billion by 2023 on the current managed network. A significant portion of investments concerned the installation of smart meters replacing the traditional ones.

Having the target of completing the entire replacement programme in the first months of 2020, in the first quarter of 2018, about 470,000 new meters have been installed, bringing the total meters installed to approximately 3.6 million, equal to 44% of the entire meter fleet . The installation of the smart meters is part of the digitalisation project of the network for which over 40 pilot projects have been launched throughout the country, covering approximately 190 kilometers of distribution network and 20,000 smart meters.

The objective of consolidation of the sector, was efficiently pursued completing several corporate operations out of the six announced in 2017: acquisition of the business unit of Amalfitana Gas, of the distribution network of the municipality of Portopalo di Capopassero, of Ichunsa Gas, as well as of Enerco Distribuzione closed in December; at the beginning of April, the acquisition of Medea, the Sassari gas distribution company, was completed.

Furthermore, the completion of the acquisition of Seaside, one of the largest Italian Energy Service Companies, at the forefront in the offer of digital services, allows the Group to become a major player in the field of energy efficiency, a sector that offers multiple synergies with the activities of gas distribution.

The financial requirements related to the net investments in 1Q 2018 were fully covered by the positive cash flow from operating activities, amounting to €241.2 million, with a Free Cash Flow – before the M&A transactions -, of € 119.6 million.

Net financial position as of 31 March 2018 is equal to € 3,656.2 million, improving in comparison to 31 December 2017 (€3,720.3 million ).

With regards to the economic results, operating profits in the first quarter of 2018 reached €112.4 million (+ 8.4% compared to 31 March 2017) and net profit reached €74.7 million (+ 4.5% compared to the corresponding period of  the previous year).

Paolo Gallo, CEO of Italgas, commented:

“The results for the first quarter of 2018 show a positive performance of all the main economic indicators compared to the same period of last year, continuing the trend  of the results achieved in 2017. This is the proof of the Group’s great level of vitality which, while waiting for tenders, continues to strengthen its own competitiveness and pursue growth objectives through mergers and acquisitions. The investments made, in line with the business plan, were, for almost half of the amount, aimed at the installation of smart meters, which reached 44% of the total managed meters and which represent the first step in the process of digitalization of the networks launched in the 2017. In this scenario, the adoption of Cloud Azure, the result of the partnership agreement with Microsoft, represents the key factor for the digitalization of business processes and places the Italgas Group at the forefront of the European landscape of gas distributors also creating a model of reference even in the field of innovation”.

Italgas: appointment of the Officer responsible and verification of requirements of a Director

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Milan, 8 May 2018 – The Board of Directors of Italgas, which met yesterday chaired by Lorenzo Bini Smaghi, having heard the favourable opinion of the Board of Statutory Auditors, resolved to appoint Giovanni Mercante as the Officer responsible for the preparation of financial reports pursuant to art. 154-bis of Legislative Decree 59/98, to replace Claudio Ottaviano, who resigned to pursue a new professional path.

The Board of Directors also ascertained whether Federica Lolli, appointed as a Director by the Shareholders’ Meeting on 19 April 2018, meets the legal and independence requirements set forth in the Corporate Governance Code for Listed Companies. The Board of Statutory Auditors has confirmed that the criteria and the ascertainment procedures adopted to assess the independence requirements have been correctly applied.

Italgas: the Shareholders’ Meeting approves the 2017 financial statements and the proposed dividend

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Milan, 19 April 2018 – The Italgas Shareholders’ Meeting, held today in Milan in ordinary and extraordinary session under the chairmanship of Lorenzo Bini Smaghi, has examined the consolidated financial statements as at 31 December 2017, which reported a net profit of 292,766,000.00 euro.
690 shareholders, owner of n. 604.573.638 shares representing 74.7% of the share capital attended the Shareholders’ Meeting.
The Shareholders’ Meeting also approved the financial statements of Italgas S.p.A. as at 31 December 2017, which reported a net profit for the year of 174,152,350.78 euro, and resolved to distribute 0.208 euro as a dividend for each of the shares outstanding at the coupon payment date, and to allocate the remaining amount to retained earnings. The dividend will be payable from 23 May 2018, with coupon payment date set for 21 May 2018 and record date at 22 May 2018.
Furthermore, the Shareholders’ Meeting has voted, with a percentage higher then 98% of the attending shareholders, with a non-binding resolution, in favour of Section I of the Remuneration Report pursuant to article 123-ter CLF and has approved the 2018-2020 Co-investment Plan, under 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 as set forth by law. More specifically, the Plan is aimed at promoting an increasingly greater alignment of management with the objectives of the Shareholders and long-term value creation.
The Shareholders’ Meeting also confirmed, as a Director, Ms. Federica Lolli, who was co-opted by the Board of Directors on 27 July 2017 to replace the outgoing Ms. Barbara Borra. Moreover, the Shareholders’ Meeting decided that Ms. Federica Lolli will remain in office until the expiration of the term of the current Board of Directors; said term coincides with the Shareholders’ Meeting called to approve the Financial Statements closed at 31 December 2018.
Ms. Lolli stated her eligibility to qualify as independent director and that she does not hold, as of today, shares in Italgas. The full text of the curriculum vitae of Mr Federica Lolli is available at the registered office and on the  website of the Company in the section https://www.italgas.it/en/governance/board-of-directors/index.html.
In the Extraordinary meeting, the Shareholders have approved, with a percentage higher then 98% of the attending shareholders, the proposal resulting from the 2018-2020 Co-investment Plan, to increase the share capital by a maximum amount of 4,960,000.00 euro, through the issue of no more than 4,000,000 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 reserves, to be reserved for beneficiaries of the approved Plan, corresponding to employees of Italgas S.p.A. and/or Group companies.
Finally, the Extraordinary Shareholders’ Meeting approved the amendment to article 13 of the Company Bylaws concerning the procedures for electing the members of the Board of Directors through the slate voting system. In particular, such amendment is aimed at facilitating the work of the Shareholders’ Meeting, ensuring the rapid completion and, at the same time, the successful outcome of the procedure for appointing the Board of Directors, providing that, in the event that the majority slate does not present a sufficient number of candidates to ensure that the number of directors to be elected is reached, the remaining directors are drawn from the first minority slate or, if necessary, from subsequent slates, for positions not covered.
At today’s Shareholders’ Meeting, Italgas has also presented its Non-Financial Statement, i.e. the document intended to disclose information on non-financial issues. In compliance with the indications set out in the Legislative Decree no. 254/2016, the Non-Financial Statement was drawn up in a separate and autonomous document, submitted to the audit of the independent auditors PWC S.p.A., presented by the Sustainability Committee and approved by Italgas Board of Directors.

Italgas participates in Career Days 2018

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Italgas renews its participation in some of the Career Day organized by the most important Italian universities. Fostering greater collaboration between the company and the academic world and creating opportunities for the inclusion and development of young talent are the main objectives.

Here are the first events of 2018, during which students and graduates can meet Italgas:

Graduates and undergraduates can meet the heads of some HR departments and young managers to get to know Italgas better and present their CV, receiving information on open opportunities and selection methods.

The new GasOnLine is… online!

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From today, 16 April 2018, GasOnLine is all new!

One of the first applications for the exchange of information between operators in the gas distribution sector has been profoundly renewed:

  • the homepage has a new graphic design, designed to communicate important news and deepen topics of common interest
  • menus are structured to access functionality more easily and effectively, thus simplifying access to services, content and tools
  • the availability of tools has been expanded , with advanced search engines that make the portal more user friendly
  • access profiles have been revised and articulated by subject areas, in order to make access to functionalities more consistent with the different corporate organizations.

Technology and operators’ needs are constantly evolving and for this reason the reference areas of the GasOnLine IT platform, such as regulated services, additional services, utilities and communication, will be developed with continuous fine-tuning, in order to give more and more support to the daily work of sales operators.

The new GasOnLine is constantly evolving and today is transformed into a modern platform to better manage business relations.

Good job, with the New GasOnLine!

Italgas: completed the acquisitions of Medea, the Sassari gas company

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Milan, 6 April 2018 – Italgas has today completed the acquisition of 100% of Medea S.p.A., the gas distribution company of Sassari. The total value of the transaction has been set at EUR 24.1 million and has been paid cash in the amount of EUR 15.9 million and the remaining through taking charge of the debts of the Company.
Medea, based in the second largest city in Sardinia, currently serves around 13,000 customers, within a potential pool of around 30,000 users, and distributes on average every year a volume of gas exceeding 5 million cubic meters.
Sassari‘s distribution network, planned for easy conversion to natural gas, extends over 190 kilometres and is currently supplied with LPG.
Following its entry into the Italgas Group, Medea represents the main company base in Sardinia where Italgas presence also includes the assets of Ichnusa Gas, the recently acquired company that holds 12 concessions for the construction and operation of gas distribution networks in 81 municipalities on the island.
Paolo Gallo, CEO of Italgas, commented as follows:
“In Sardinia we are implementing an important part of the growth strategy set out in the 2017-2023 Industrial Plan. With the 200 million euros of investments already planned for the coming years, the gas areas managed by us will be equipped with innovative networks and services. We will exploit the best solutions that technology now makes available during the construction phase: digitization of networks, interconnections between different pools, smart meters, extensive use of optical fibre for data transmission will allow us to manage the networks according to innovative methods and criteria, while waiting for the realization of the infrastructures identified by the National Energy Strategy to bring natural gas to the region”.

Italgas turns to Microsoft Cloud Computing for digitalizing networks and processes.

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Milan, March 28, 2018 – Italgas, Italy’s leading company in the natural gas distribution sector and Europe’s third largest operator, officially announces its collaboration with Microsoft on a digital transformation project focused on Cloud Computing. As part of the 2017-2023 Industrial Plan, Italgas has, in fact, developed an innovation program that is unique in the gas sector and focuses on digitalizing assets and processes, on Industrial IoT and on dematerialization and automation.

At the heart of this plan is the cloud strategy and the decision to migrate the data center onto Microsoft Azure, as well as adopting the Office 365 productivity platform. The ambitious plan, now in its start-up phase, will be completed by August 2018, with the aim of managing the entire Italgas system in accordance with innovative criteria designed for achieving the highest levels of efficiency and flexibility.

Together with its subsidiaries, Italgas employs more than 4000 people, manages a network of around 66,000 Km – 7.5 million users served in 1600 municipalities – and has decided to turn to the public Cloud, preparing a new Infrastructure as a Service, migrating its previously on-premises applications and IT assets and setting up a new cloud-connected network. The reason for choosing Microsoft Azure is also because of its widespread availability – 140 countries and 17 languages – and the $14 billion investment that Microsoft dedicates to its global data center infrastructure to make it consistently reliable and state-of-the-art.

Microsoft’s public cloud platform offers massive computational and storage capacity that is suitable for managing the needs of a complex network and for supporting the company in a path of flexible growth, responding in a scalable way to the foreseeable peaks in demand associated with tendering for services assignment and optimizing IT costs. All of this comes with an assurance of security in terms of business continuity, a strategic element in a crucial sector such as that of energy, but also from the point of view of privacy, in line with the new European General Data Protection Regulation. Azure’s interoperability moreover ensures compatibility with the heterogeneous IT environment within Italgas, safeguarding previous investments in a logic of sustainable innovation. Azure was also chosen because of its capacity to support the company’s technological evolution, enabling the development of innovative solutions in the areas of Analytics, IoT and Big Data. In the long term, once the migration process is complete, Italgas could infact benefit from the functionality of remote monitoring and predictive maintenance and will, overall, be capable of further improving the quality of its service thanks to a more effective use of its data heritage.

Again, to increase efficiency and achieve operational excellence, another key element of Italgas digital transformation is the adoption of the cloud productivity platform Office 365, that will involve over 3,000 users by August. An opportunity to empower people and introduce a new way of collaborating keeping with the times. In a sector where working outside the office is common, Office 365 will make it possible to access data and applications securely, anywhere and at any time, contributing, with a greater empowerment of all the organization’s members, on the company’s journey towards growth.

“Moving all our applications to the Cloud – says Francesca Vergara Caffarelli, CIO of Italgas – is a key step in the digitization process that we are undertaking. In addition to the immediate benefits of increasing efficiency and reliability, it allows us to have access to all of Microsoft’s new technologies, both now and in the future, and to create the technological base required for transforming the corporate processes through the use of innovative technologies”.

“We are proud to be working with a company like Italgas: innovation is an important component of the company’s strategic plan and we are certain that, thanks to the networks and processes’ digitization through the cloud, Italgas will be able to increase its efficiency and competitiveness. We hope that such an advanced digital transformation project in the world of Oil&Gas will inspire other companies, contributing to the socio-economic development of the country. Cloud computing can naturally make a difference in this way, by optimizing the processes, allowing flexible management of networks, facilitating the safe exchange of data and enabling new forms of collaboration and productivity. Opting for the Cloud means looking to the future and being ready to seize the new prospects associated with the Industrial IoT and Artificial Intelligence,” says Vincenzo Esposito, Head of Enterprise Commercial Division, Microsoft Italy.

Shareholder’s Meeting: 19 April 2018

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The ordinary and extraordinary session of the Shareholders’ Meeting of Italgas S.p.A. (“Italgas” or the “Company”) is called, in a single call, for 19 April 2018, at 10.00 a.m., at the offices of CDP S.p.A., in Milan, Via San Marco, 21/A, to discuss and resolve upon the agenda of which at the Notice of Shareholders’ Meeting.

The Company has designated Georgeson S.r.l. as the entity (“Designated Representative”) to which shareholders may confer proxies free of charge.

Italgas acquires ESCo Seaside and enters the energy efficiency sector

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Milan, 13 March 2018 – Italgas has completed today the acquisition of 100% of Seaside, one of Italy’s main Energy Service Companies (ESCo) at the forefront in digital services offering thanks to its division specialized in Big Data, Business Intelligence and Machine Learning.
Seaside is certified according to the UNI CEI 11352 Standard, based in Bologna and serving a customer base of over 400 clients in Italy operates in different sectors: from large industry to SMEs, from service providers to public administration.
The overall valuation of the Seaside assets (enterprise value) has been set at 8.5 million euros.
Established in 2010, over the last two years Seaside has experienced a growth trend that has more than doubled its productivity indicators. The Company estimates that the financial year 2017 will close with revenues of about 13 million euro and an Ebitda of about 2.6 million euro.
The Chief Executive Officer of Italgas, Paolo Gallo, commented as follows:

 

“The acquisition of Seaside, as we announced in the 2017-2023 Business Plan, responds to the strategic decision of having a specialized know-how in the field of energy efficiency. The inclusion of the company in the Italgas Group will bring important benefits. In addition to the availability of a portfolio of innovative projects capable of generating energy savings, Italgas will also be able to offer local communities efficiency initiatives at the moment of the gas tenders. After the presentation of the 2017 financial statements yesterday, with the acquisition of Seaside Italgas confirms its commitment to invest in development and technological innovation in order to offer a better service to the country’s system and to all customers”.

Italgas: Board of Directors calls the Shareholders’ Meeting on 19 April 2018

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Milan, 12 March 2018 – Italgas’ Board of Directors, which met today chaired by Mr. Lorenzo Bini Smaghi, has convened the Ordinary and Extraordinary Shareholders’ Meeting on 19 April 2018, in a single call, to resolve, (i) in the ordinary session, on the approval of the 2017 financial statements, allocation of profits, the remuneration policy, the 2018-2020 co-investment Plan and the appointment of a Director; and (ii) in the extraordinary session, on a free share capital increase, for a maximum amount of 4,960,000 euros, for Italgas S.p.A and/or the Group subsidaries’ employees, as well as on the amendment to article 13 of the Company Bylaws concerning the procedures for electing the members of the Board of Directors through the slate voting system.

In particular, the Board of Directors resolved to propose to the Shareholders’ Meeting the distribution of a dividend of € 0.208 per share. The dividend will be paid on 23 May 2018, while the ex-dividend date will be 21 May 2018 (record date 22 May 2018).

The Board will submit to the Shareholders’ Meeting the proposal for free share capital increase for a maximum nominal amount of 4,960,0000 euros, through the allocation of a corresponding maximum amount taken from the retained earnings reserve on the basis of article 2349 of the Italian Civil Code, with the issuing of no more than 4,000,000 ordinary shares to be reserved exclusively for the beneficiaries of the Plan, i.e. Italgas S.p.A and/or the Group subsidaries’ employees.

The Board of Directors will submit to the Shareholders’ Meeting the confirmation of Ms Federica Lolli as Independent Director, who was co-opted by the Board of Directors on 27 July 2017 in replacement of Ms. Barbara Borra following her resignation.

The Board of Directors also selected Georgeson as the person chosen by the Company – in accordance with art. 135-undecies of the CLF – to whom shareholders may confer proxies, at no additional expense, to participate in the Meeting.

Finally, the Board of Directors carried out its own control and evaluations in accordance with application criteria no. 1.C.1 letter g) of the Corporate Governance Code and furthermore assessed the independence of its Directors, pursuant to art. 148, subsection 3, of Legislative Decree no. 58/1998.

The Board of Statutory Auditors verified that all its members met the independence requirements specifiedin application of the Corporate Governance Code.

The 2017 Annual Financial Report, the 2018 Remuneration Report, the information document on the co-investment Plan, the Corporate Governance and Share Ownership Report 2017 and the non-financial statement will be available for further reference according to law.