Italgas: letter from CDP Reti

Milan, 16th May 2024 – Following the announcement of last 13th May of the start of a period of exclusivity for the acquisition of 100% of the share capital of 2i Rete Gas, Italgas informs that its major shareholder CDP Reti S.p.A. underlined in a letter that “considering the strategic role of the infrastructure and energy sectors, we look favorably on the possibility of the trasaction to take place, recognizing the potential industrial value”.

“In this perspective, as shareholders, we are willing to evaluate forms of support for the implementation of the potential transaction, once the information necessary to verify the existence of the prerequisites for our intervention has been acquired” and “in any case subject to the resolutions of the relevant corporate bodies”.

Italgas: change to the calendar of corporate events

Milan, 14th May 2024 – Italgas informs that following the announcement of the start of a period of exclusivity for the potential acquisition of 100% of the share capital of 2i Rete Gas, the presentation of the Strategic Plan 2024-2030, initially planned for June 12th 2024, is postponed.

The new date will be promptly communicated to the financial community as soon as it is finalized.

Italgas: consolidated results as at 31 march 2024 approved

Milan, 14 May 2024 – The Italgas’ Board of Directors, which met yesterday chaired by Benedetta Navarra, has approved the consolidated results as of 31 March 2024 (unaudited).

Highlights1

  • Total revenues: € 431.3 million (-10.1% as a result of the reduction in energy efficiency activities connected with Superbonus)
  • Gas distribution regulated revenues: € 403.5 million (+11.2%)
  • EBITDA: € 325.7 million (+9.6%)
  • EBIT: € 192.7 million (+11.7%)
  • Net profit attributable to the Group: € 117.6 million (+13.5%)
  • Technical investments: € 160.9 million
  • Cash flow from operating activities: € 342.2 million
  • Net financial debt (excluding the effects pursuant to IFRS 16): € 6,452.1 million
  • Net financial debt: € 6,546.3 million
  • Scope 1 and 2 emissions: 23.7 103 tCO2 eq (-4.0%)
  • Net energy consumption: 147.9 TJ (-14.2%)

The results achieved in the first three months of 2024, with net profit attributable to the Group of € 117.6 million (+13.5%) confirm the growth path marked out in the 2023-2029 Strategic Plan and offset the contraction of the component deriving from the Group’s ESCo activities.

Total revenues came to € 431.3 million as a result of the increase in gas distribution regulated revenues (+11.2% compared with the same period of 2023), which offset the decline in other revenues, which dropped by € 89.3 million, mainly due to the reduction in revenues relating to energy efficiency activities, due in particular to the fading of the so called “Superbonus” boost. In this scenario, Geoside is now focused on increasing the pipeline of industrial efficiency projects and on integrating the offer for the residential sector.

In Italy, the repurposing and the digital transformation of the gas network continues, the main enabler of the ecological transition, whilst in Greece, development of the distribution grid proceeds; the procedure for the integration of the recently acquired water companies into the Group has begun.

During the first quarter of 2024, technical investments were made for an amount of € 160.9 million and 175 km of gas distribution pipelines were laid (of which 104 operating and 98 in Greece). In addition, February 2024 also saw around 900 km of pipelines enter the consolidation area in relation to the Belluno ATEM. Investments, which reflect a different monthly progression from 2023, are expected to accelerate during the year.

EBITDA for the first three months of 2024 came to € 325.7 million, up +9.6% compared to 31 March 2023, also following the improvement in the regulated gas distribution WACC in Italy. Net profit attributable to the Group totalled € 117.6 million, a +13.5% increase compared to 31 March 2023.

Cash flow from operating activities amounted to € 342.2 million, up € 235.0 million compared with the previous year, as the temporary phenomena that had impacted the first quarter of 2023 have now been reabsorbed. The cash flow from operations made it possible to fully finance net investments generating a free cash flow before M&A transactions of € 140.8 million.

The Group’s commitment towards the continuous improvement of its environmental performance progresses, with a 4.0% reduction in Scope 1 and 2 emissions compared with the previous quarter, driven by the decline in net energy consumption (-14.2%).

Paolo Gallo, CEO of Italgas, commented:

 The results achieved in this first quarter allow Italgas to start the 2024 committed to the solidity.

 The economic-financial indicators have recorded excellent growth, in many cases in double digits.

 The most important results include EBITDA, which increased by 9.6%, rising to € 325.7 million and Group Net Profit, which approached € 120 million, up 13.5% compared to the first quarter of last year. More than € 160 million have been invested to give a further boost to the development and digital transformation of the networks and systems in both Italy and Greece, in support of the ecological transition to net zero.

 With the commitment of all Italgas’ people and the entire chain of suppliers, we continue to to constantly improve the technologies that will allow us to accelerate the decarbonisation of consumption and energy savings in support of the sustainable development of the territories and the growth in value of the Group”.


1 The consolidated balance sheet and income statement of the Italgas Group at 31 March 2024 reflects the effects of the first consolidation, starting 30 January 2024, of Acqua Campania and subsidiaries; instead, the data relating to Scope 1 and 2 emissions and net energy consumption does not include Acqua Campania.

Italgas: start of a period of exclusivity for the acquisition of 100% of the share capital of 2i Rete Gas

Milan, 13th May 2024 – Italgas announces that, further to the submission of a non-binding offer for the acquisition of the entire share capital of 2i Rete Gas S.p.A (“2i Rete Gas”), the shareholders F2i SGR S.p.A and Finavias S.à r.l. have granted Italgas an exclusivity period to perform due diligence with the objective to submit a binding offer for the acquisition of 100% of the share capital of 2i Rete Gas.

Should a binding agreement be entered into, Italgas will finance the acquisition via a bridge credit facility, underwritten by J.P. Morgan, which could be refinanced through a combination of equity, debt or equity like instruments, with the objective of maintaining the current rating profile of Italgas. Final terms and conditions of the refinancing will be announced to the market upon finalization of the binding agreement.

J.P. Morgan is acting as Financial Advisor and Legance – Avvocati Associati is acting as legal advisor of Italgas.

Shareholders’ Meeting approves 2023 Financial Statements and dividend proposal

  • 2023 financial statements approved
  • Dividend of € 0.352 due on each share (+11% compared to the previous year)
  • Favourable opinion on the Report on the 2024 Remuneration Policy and 2023 Compensation Paid
  • 2024-2025 Co-investment Plan and free share capital increase to service it approved

Turin, 6 May 2024 – The Ordinary and Extraordinary Shareholders’ Meeting of Italgas took place today in Turin under the chairmanship of Benedetta Navarra. The meeting was attended by shareholders holding 77.040% of the share capital.

“The excellent performance recorded by the Group in 2023, which translated into further growth in all the economic and financial indicators – underlined Italgas’ Chairperson Benedetta Navarra – allowed us to propose to the Shareholders’ Meeting a dividend distribution of 0.352 euros per share, an 11% increase on last year. An important signal for the satisfaction of our investors as well”.

Paolo Gallo, CEO of Italgas, commented:

“2023 was a year of further growth for Italgas, which contributed to our Group’s definitive evolution into a Network Tech Company. This is a significant achievement, which sees Italgas increasingly establish itself as a global benchmark, capable – through its networks – of generating efficiency and returning value to territories and communities thanks to the lever of technological innovation.

Digital transformation is confirmed as the pivotal factor for our sustainable development path. An enabling element which, after having made us the first gas utility in the world to have a fully digitised network, will allow us to support Greece in phasing out coal and lignite, speed up the ecological transition process of our territories and make a decisive contribution to the water sector as well.

 In fact, 2023 was also the year in which we significantly strengthened our presence in the water sector through Nepta, which is now one of the country’s main players, directly and indirectly serving a population of approximately 6.2 million people. And it is precisely by borrowing the technologies developed in gas networks that we hope to improve the efficiency and quality of the service in an area that has historically suffered from a considerable fragmentation of management and lack of investments. We are already doing this and will continue to do so with ever greater effectiveness.”

The Shareholders’ Meeting:

  • examined the consolidated financial statements of the Italgas Group as at 31 December 2023, which closed with a net profit attributable to the Group of € 439.6 million (€ 407.3* million in 2022) and an adjusted net profit attributable to the Group of € 439.6 million (€ 395.7* million in 2022);
  • approved the Italgas S.p.A. financial statements for the year as at 31 December 2023, which closed with a net profit of € 301,433,790.24 (€ 259,813,111.40 in 2022);
  • resolved to allocate € 0.352 (+11% compared to the previous year) as a dividend due on each share in proportion to the shares in circulation on the coupon payment date, using the profit for the financial year amounting to € 301,433,790.24 as recorded in Italgas S.p.A.’s financial statements as at 31 December 2023. The dividend will be assigned for payment as from 22 May 2024, with no. 8 coupon payment date established as 20 May 2024 and record date as 21 May 2024.

Our reporting on the performance and factors that determine and influence the company’s ability to create value over time in the social, environmental, economic and financial fields (therefore also including non-financial information pursuant to Legislative Decree no. 254 /2016) is illustrated in the “2023 Integrated Annual Report”.

As regards the Report on the 2024 Remuneration Policy and 2023 Compensation Paid, the Shareholders’ Meeting approved, with a binding vote in accordance with article 123-ter, subsection 3-ter, of Legislative Decree no. 58 of 24 February 1998 (“CLF”), Section I containing the “2024 Remuneration Policy”, and, in accordance with subsection 6 of the aforementioned article, expressed its favourable opinion with an advisory and non-binding vote on Section II in relation to the 2023 Compensation Paid.

The 2024-2025 Co-Investment Plan was also approved, under the terms and conditions described in the Information Notice prepared pursuant to Article 84-bis of Consob Regulation No. 11971/1999 and made available to the public as required by law, to which reference should be made for further information. In particular, the Plan is intended to ensure the alignment of the business results achieved and the creation of long-term value for shareholders and management remuneration, while promoting the sustainable success of the Company and the Group.

Lastly, at the extraordinary session, the Shareholders’ Meeting approved the proposal of a free share capital increase, to service the 2024-2025 Co-investment Plan, in one or more tranches, for a maximum nominal amount of € 3,720,000, by means of the issuance of up to 3,000,000 new ordinary shares. These shares are to be assigned, in accordance with Article 2349 of the Italian Civil Code, for a corresponding maximum amount taken from retained earning reserves, to the beneficiaries of the Plan only; in other words, only to employees of the Company and/or of the companies in the Group.

*** 

The officer responsible for the preparation of financial reports, Gianfranco Maria Amoroso, declares, pursuant to paragraph 2, Article 154-bis of the CLF, that the accounting information contained in this report corresponds to the documented results, books and accounting records.

Italgas: Acquisition of 47.9% of Acqua Campania from Veolia completed

Milan, April 24th – Italgas announces today that it has completed the acquisition of a 47.9% stake in Acqua Campania from Veolia Group.

Acqua Campania is currently the operator of the Western Campania Aqueduct under a concession from the Campania Region. It carries out activities of abstraction, purification, conveyance, and transportation of drinking water to water distribution companies, serving a total user base of approximately 4 million inhabitants.

With this transaction, Italgas Group now holds a total of 96.23% of Acqua Campania.

Changes to Italgas’ calendar of corporate events 2024

Change of date of the Press Release relating to the results as at March 31st, 2024

Milan, April 17th, 2024 – Italgas announces that the publication of the press release relating to the approval of the result as at March 31st 2024 has been postponed from May 13th to May 14th 2024, prior to the opening of the financial markets.

Consequently, the conference call to present the results to institutional investors and financial analysts will be held on May 14th 2024. The time will be indicated, as usual, in the press release and in the invitation to the conference call.

Italgas: The Board of Directors convenes the Shareholders’ Meeting on 6 May 2024

Milan, 12 March 2024 – Italgas’ Board of Directors, which met today under the chairmanship of Benedetta Navarra, resolved to call an Ordinary and Extraordinary Shareholders’ Meeting for 6 May, at 2.00 p.m., in a single call, to resolve on the approval of the 2023 Financial Statements, the proposed allocation of profits, the Report on 2024 Remuneration Policy and 2023 Compensation Paid, as well as the proposal to adopt the 2024-2025 Co-investment Plan reserved for employees of the Italgas Group.

To this end, the Board has resolved to submit to the Shareholders’ Meeting a proposal on a free share capital increase through the issue of a maximum of 3,000,000 ordinary shares of the Company, for a nominal amount of 3,720,000 euros to be reserved solely for the beneficiaries of the aforementioned 2024-2025 Co-investment Plan.

The Board has also resolved to propose to the Shareholders’ Meeting the distribution of a dividend of 0.352 euros for each Company share with dividend rights. If so resolved by the Shareholders’ Meeting, the dividend will be paid out on 22 May 2024, with coupon date of 20 May 2024 (record date 21 May 2024).

The Board of Directors, on the basis of information provided by those concerned, also ascertained, for all members, that there are no causes of ineligibility, forfeiture and incompatibility, that the integrity requirements laid down by current legislation are met, as well as compliance with the limits on the accumulation of offices established by the board; moreover, taking into account the provisions of the CLF and the Corporate Governance Code (and the quantitative and qualitative criteria approved by the Board of Directors for the independence assessment), the Board of Directors assessed the independence of its Directors on 12 March 2024, confirming the assessments made at the meeting on 9 March 2023. On the same date, the Board of Directors acknowledged the check performed by the Board of Statutory Auditors in respect of its members on the absence of situations of ineligibility, forfeiture and incompatibility, that they meet the professional and integrity requirements, compliance with the limits on the accumulation of offices and that the independence requirements for members of the Board of Statutory Auditors were still met, also in accordance with the Corporate Governance Code (also taking into account the aforementioned quantitative and qualitative criteria).

In execution of the 2021-2023 Co-investment Plan approved by the Ordinary and Extraordinary Shareholders’ Meeting of 20 April 2021, the Board resolved on the free allocation of a total of 497,089 new ordinary shares of the Company to the beneficiaries of said Plan (first cycle of the Plan) and started the execution of the first tranche of the share capital increase resolved on by the aforesaid Shareholders’ Meeting, for a nominal amount of 616,390 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 share capital resulting from the execution of said increase.

The Ordinary and Extraordinary Shareholders’ Meeting will be held in Turin, Largo Regio Parco 9, and those entitled to participate may also do so through Computershare S.p.A., which has been identified as the Company’s “Designated Representative” pursuant to 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 2023, the Report on 2024 Remuneration Policy and 2023 Compensation Paid, the 2023 Corporate Governance and Ownership Structure Report, documentation on the 2024-2025 Co-investment Plan, 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.

Italgas: consolidated results as at 31 December 2023 approved

The board of directors has convened the shareholders’ meeting for 6 may 2024

Milan, 12 March 2024 – Italgas’ Board of Directors, chaired by Benedetta Navarra, met today and approved the consolidated results as at 31 December 2023 and resolved to propose to the Shareholders’ Meeting, called to meet on 6 May 2024, the distribution of a dividend of € 0.352 per share (+11% compared to 2022).

Highlights

  • Adjusted total revenues: € 1,774.8 million (+15.4%)
  • Adjusted EBITDA € 1,183.7 million (+9.3%)
  • EBIT adjusted € 681.2 million (+9.4%)
  • Adjusted net profit attributable to the Group: € 439.6 million (+11.1%)
  • Technical investments: € 906.5 million (+11.3%)
  • Cash flow from operating activities: € 555.2 million (€ 808.5 million, +22% net of ESCo flow)
  • Net financial debt (excluding the effects pursuant to IFRS 16): € 6,555.2 million;
  • Net financial debt: € 6,634.3 million;
  • 3 103 tCO2 eq Scope 1 and 2, +1.5% on 20221;
  • 0 103 tCO2 eq Scope 3 supply chain, -6.2% on 20222;
  • Net energy consumption: 425.0 TJ, -11.6% on 2022;

The results achieved in 2023 show all economic and financial indicators increasing and confirm the Group’s growth path, uninterrupted since its return to the stock exchange in 2016, thanks to the strength of its performance and the effectiveness of the strategic choices made over time.

2023 was characterised by the intensification of operational activities aimed at achieving the targets of the 2023-2029 Strategic Plan and the Sustainable Value Creation Plan, with particular reference to the objectives of digital transformation of the network, the main enabler of the ecological transition, in a context characterised by strong international tensions, with the inevitable repercussions on the cost of energy and financial market trends.

On 30 September, in line with the corporate simplification objectives announced to the market and ahead of targets, the merger of EDA Thess and EDA Attikis into Enaon EDA (formerly DEDA) was finalised. As a result of the merger, Enaon EDA now operates 7,700 km of network with more than half a million customers served. In February 2024, the Greek Regulatory Authority for Energy, Waste and Water, (RAAEW) formalised the level of the WACC for the years 2024 to 2026, set at 8.38%, within the document on distribution tariffs.

October saw the completion of the acquisition of the business unit related to the water concessions held in Italy by the Veolia Environnement S.A. Group. The transaction and the subsequent acquisition of the stake in Acqua Campania position the group among the leading players in the sector in Italy with 6.2 million customers served directly and indirectly. The Italgas development strategy in the water sector hinges mainly on the digital transformation of water infrastructures with the aim of reducing network losses and improving service efficiency and quality levels. The water tariff method, approved in October by ARERA for the fourth regulatory period 2024-2029, supports this strategy.

In 2023, € 906.5 million of investments were made (an increase of 11.3% compared to 2022), which made it possible to lay an additional 965 km of pipelines (of which 724 km are in operation). The contribution of activities in Greece was significant, where, against an total investment of around € 106.7 million, some 600 kilometres of gas pipelines were also laid.

The adjusted EBITDA of 2023 amounted to € 1,183.7 million (+9.3% compared to 31 December 2022) and adjusted net profit attributable to the Group was € 439.6 million (+11.1% compared to 31 December 2022). This results in the proposed distribution of a dividend per share of € 0.352, equivalent to a 65% payout, up 11% from 2022, and higher than the 4% CAGR floor of 2022.

Cash flow from operating activities, net of the ESCo contribution, amounted to € 808.5 million and fully offset investments in gas distribution.

Net debt excluding IFRS effects reached € 6,555.2 million, up from last year mainly due to the increase in working capital related to ESCo’s Superbonus activities, which will be reabsorbed in the coming years.

With reference to sustainability objectives, the many training, innovation, digitisation and energy efficiency initiatives implemented in both the industrial and civil sectors have allowed the Group to continue on its path towards reducing net energy consumption (-11.6%) and the ratio of fugitive emissions to kilometres of inspected network (-19.6%), even against the inclusion of the Enaon Group’s contributions for 2023.

At the end of December 2023, the Group had 4,297 employees, 59 more than at 31 December 2022. The presence of women in the company reached 20.3%, with women in positions of responsibility representing 28.8% of the company personnel in this role. The investment in training amounted to 173,330 hours of training provided (+30.9% compared to 2022), equivalent to an average of 40 hours per employee, of which 27,133 hours were to support digitisation.

 Paolo Gallo, CEO of Italgas, commented:

 “28 quarters of uninterrupted growth is an extraordinary result, all the more so for a Company such as Italgas, which predominantly operates in a sector that in recent years has had to deal with a particularly unstable international environment.

 Over the past year, all major economic-financial indicators have grown significantly, with adjusted EBITDA rising 9.3%, almost reaching € 1.2 billion euros, and adjusted net profit attributable to the Group increasing 11% to € 439.6 million, resulting in a proposed dividend per share of € 0,352, up 11% from last year.

 With more than € 900 million in investments, almost € 100 million more than in 2022, we further boosted the implementation of our plans to extend, repurpose and digitise a network that is ready to accommodate renewable gas. A commitment that this year also involved the territories served in Greece with around 600 km of new “digital native” networks capable of accelerating the transition to a zero-carbon economy.

 And if 2022 marked the year of the Group’s return abroad in the gas distribution sector, 2023 also saw it become one of the leading companies in the water sector with a presence stretching from Lazio to Campania and Sicily, totalling 6.2 million inhabitants served (directly or indirectly). A user basin that will soon experience the benefits of the technologies we are transferring from the gas sector with our execution capacity for an increasingly efficient service capable of returning value to the territories and communities.

With our vision of the future, based on drivers such as innovation, sustainability, circular economy and training, the Italgas Group is gradually taking the shape of a “network tech company”. In the space of just a few years, we have gone from being a gas company to also being a significant player in water, energy efficiency and IT, active in Italy and Greece, and considered a technology benchmark globally. An achievement made possible by the great commitment of our people and the desire to continue to be leaders of change”.


1Scope 2 market-based. With the same GWP of methane used for the year 2022, total emissions would have decreased by -3.9% (GWP of methane for the year 2023 equal to 29.8, according to the Sixth Assessment Report from the IPCC AR6, equal to 28 for the year 2022, according to the Fifth Assessment Report from the IPCC AR5).

2Values referring to Italian Scope

Italgas places bonds for 650 million euros, with demand exceeding the offer by six times

Milan, February 1st, 2024 – Today Italgas S.p.A. (rated BBB+ stable by Fitch, Baa2 stable by Moody’s) successfully priced a new bond issue, due 8 February 2029, at fixed rate and for an amount of 650 million euros. The issuance attracted a maximum demand of 6 times allowing to increase the initial amount of 500 million euros and was characterized by high-quality and broad geographically diversified investor base.

The issuance took place under the EMTN Programme (Euro Medium Term Notes) renewed by resolution of the Board of Directors on September 29th 2023, with a total amount of 6.5 billion euros.

The bond has a maturity of 5 years, maturing in February 2029, with an annual coupon of 3.125%, and a spread of 83 basis points over the midswap

The proceeds from the issuance will be used to meet the financial needs outlined in the 2023-2029 Strategic Plan.

Joint Bookrunners of the placement, restricted to institutional investors only, were BNP Paribas, J.P. Morgan, Intesa Sanpaolo (Divisione IMI CIB), Mediobanca, Citi, Morgan Stanley, Société Générale and UniCredit.

The bond will be listed on the Luxembourg Stock Exchange.

Details of the note are as follows:

  • Amount: 650 million euros
  • Maturity: February 8th, 2029
  • Annual coupon: 3.125%
  • Issue price: 98.975
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