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.
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.
On Monday, March 12th, 2017 Paolo Gallo, CEO and Antonio Paccioretti, General Manager presented 2017 Full Year Results.
With the completion of the transaction 52 new concessions have been acquired, in line with the growth strategy announced in the 2017-2023 Strategic Plan
Milan, 28 February 2018 – Italgas has completed today the acquisition, from CPL Concordia and Impresa Costruzioni Ing. Raffaello Pellegrini Srl, of 100% of Ichnusa Gas S.p.A. owner through its subsidiaries of 12 concessions for the construction and operation of gas distribution networks in 81 Municipalities of Sardinia.
With the completion of the transaction, Italgas increases of 52 new concessions its portfolio, in line with the growth strategy announced to the market with the Strategic Plan 2017-2023, which, pending the execution of the gas concession tenders, envisages the Group’s development also through the acquisition of small and medium-sized operators.
The overall value of Ichnusa Gas (Enterprise Value) has been set at about Euro 26 million.
Of the 12 concessions in the company’s portfolio, 2 are in operation with the first customers temporarily served with LPG; the remaining 10 refer to networks under construction and to be built, for a total investment of over 170 million euros, partly financed with regional subsidies. These infrastructures will be completed in about three years, and will have a total extension of about 1,300 kilometres to service an area of more than 150,000 potential customers.
With the completion of the transaction – which is in line with the growth strategy set out in the 2017-2023 Business Plan – Italgas becomes the operator of about a third of the 38 pools of users defined by regional subdivisions, immediately assuming a relevant role in the natural gas development project of Sardinia, the only Italian region that does not benefit from an interconnected gas distribution infrastructure.
In the words of Andrea Sianesi, MIP Dean: “One of the long-standing building blocks in our strategy at our Business School is our closeness to companies and business and our desire to be an integral part of this world. Italgas, the leading operator in Italy in the field of natural gas urban distribution, has now joined our corporate structure, confirming the quality of our education and the special projects that we have developed, especially in the strategic area of energy management”.
Founded in 1979 as a Consortium between the Politecnico di Milano and many Italian institutions and several leading public and private industrial groups, today MIP is a non-for-profit consortium limited company: Assolombarda Confindustria Milano Monza e Brianza, BIP Business Integration Partners, Bticino, Danieli & C. Officine Meccaniche, Edison, ENI Corporate University, Fiat Chrysler Automobiles-Magneti Marelli, Fondazione Italcementi Cav. Lav. Carlo Pesenti, IBM Italia, Italgas, Italtel, Luxottica, Microsoft Italia, OTB, Pirelli & C, Politecnico di Milano, SIA, Snam, Telecom Italia, Vodafone, Whirlpool.
MIP and the Department of Management, Economics and Industrial Engineering together make up the School of Management of Politecnico di Milano, which is involved in all the many aspects surrounding research and education in the fields of management, economics and industrial engineering. In 2007, the School of Management was initially accredited by EQUIS.
Since first joining the Financial Times’ rankings of best European Business Schools in 2009, the School of Management received today is in the list with: Executive MBA, Full-Time MBA, Master of Science in Management Engineering, Customised Executive Programs for business, Open Executive Programs for managers and professionals.
Italgas is the leader operator in Italy in the natural gas distribution sector and the third largest player in Europe. With its 4,000 people, it operates a network that extends over 65,000 kilometres and serves 7.4 million users. The current market share is close to 34%. With its 180 years history, Italgas is unanimously recognized as the company that has brought gas to Italian homes, developing an excellent infrastructure and a fundamental service, contributing to the economic and social development of the country and promoting its sustainable growth. Today Italgas is a company that looks to the future, with clear growth and clear development objectives: an important investment plan for the progressive extension of the service and the adoption of digital technologies that will make network management increasingly efficient.
Milan, 31 January 2018 – Italgas has completed the acquisitions of the Amalfitana Gas and AEnergia Reti company branches concerning, respectively, the natural gas distribution activities in three ATEMs in Campania and Basilicata, two regions in Southern Italy, and the distribution network of the Municipality of Portopalo di Capopassero (Syracuse).
Amalfitana Gas – The assets acquired include 12 gas concessions in as many municipalities, about 330 kilometres of network in operation and supplies over 22,000 customers. In particular, the municipalities that now are managed by Italgas are Somma Vesuviana, Viggiano, Baronissi, Calvanico, Pellezzano, Fisciano, Siano, Oliveto Citra, Contursi Terme, Montesano sulla Marcellana, Monte San Giacomo, Athena Lucana.
The deal value, equal to about €21 million, paid entirely in cash, includes the value of the going concern of 18.5 million and additional works carried out by Amalfitana Gas of about 2.5 million executed at closing date.
AEnergia Reti – In Portopalo di Capopassero the network extends for about 35 kilometres and reaches a pool of about 1,400 potential users. The deal value amounted to 2.2 million euro, also paid in cash.
Both transactions are in line with the growth strategy set out in the 2017-2023 Business Plan, allowing Italgas to furtherly strengthen its role in Southern Italy, where the historic presence of the company will enhance significant synergies with the assets currently managed and, by implementing important investments in the territory concerned, it will give a renewed stimulus to the process of natural gas distribution to areas that are not yet reached by the service.
Milan, 25 January 2018 – Italgas announces the financial calendar and the dates of the publication of its 2018 financial results as approved by the Board of Directors:
* Press release and conference call for the presentation of results to the financial community at the end of the Board of Directors’ meeting.
** Press release will be issued at the end of Shareholders’ meeting.
*** Press release will be issued in the morning (non trading hours); the conference call/Strategy presentation for the presentation of results to the financial community will be held in the afternoon on the same day.
The dividend for the 2017 financial year will be paid on 23 May 2018 (record date 22 May 2018) with coupon payment date 21 May 2018.
A road show to present the company’s objectives as established in the 2018-2024 Strategic Plan to institutional investors and financial analysts is scheduled to start in June 2018.
Any amendment to the above calendar will be notified to the market in due time.
Milan, 23 January 2018 – Today Italgas Spa (BBB+ rating for Fitch, Baa1 for Moody’ s) has successfully reopened the bond issued on September 18, 2017 (500 million euros, maturing on January 18,2029 and a coupon of 1.625%) for a further amount of 250 million euros.
The positive performance of the original issue on the secondary market allowed Italgas to have the reopening better priced in comparison to the original issue, with a spread of 58 bps on the mid-swap rate rather than the original 72 bps. At the moment of the issue, the secondary market levels of the bond reopened were higher than the spread of 58 bps obtained with today’s operation.
The transaction was approximately 7 times oversubscribed compared to the amount offered at the beginning and that allowed the Company to increase the size of the issue from 100 to 250 million euros with a high quality and wide geographical diversification of investors.
Today’s issue brings the amount of fixed-rate debt to over € 3.2 billion euros, also thanks to the hedging transactions from floating-to-fix carried out in the first part of January.
Italgas realized a further step in the optimization process of its debt structure, increasing maturity and fix/floating ratio.
The bond will be listed on the Luxembourg Stock Exchange.
BNP Paribas and Société Générale were Joint Bookrunners of the placement, which was reserved for institutional investors.
Details are as follows:
