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Italgas: contract signed in Athens for the acquisition of 100% of the Greek company Depa Infrastructure S.A.

Athens, 10 December 2021 – Italgas today signed the Sale and Purchase Agreement (SPA) for the acquisition of 100% of DEPA Infrastructure S.A. owned by Hellenic Republic Asset Development Fund S.A. (HRADF) and Hellenic Petroleum S.A. (HELPE), for an equity value of 733 million euros.

The Sale & Purchase Agreement (SPA) was signed by the CEO of Italgas SpA, Mr. Paolo Gallo, and the CEO of Italgas Reti, Mr. Pier Lorenzo Dell’Orco, the CEO of HRADF, Mr. Dimitris Politis, the General Manager of Strategic Planning and Group Development of HELPE, Mr. George Alexopoulos, the Group General Counsel of HELPE, Mr. John Apsouris, and follows the conclusion of the tender for the privatization of DEPA Infrastructure and the identification of Italgas as the preferred bidder for the transaction by HRADF and HELPE on 9 September.

The signing took place in the presence of the Minister of Finance, Mr. Christos Staikouras, the Minister of Development & Investments, Mr. Adonis Georgiadis, the Minister of Energy, Mr. Costas Skrekas, the Chairman of Italgas, Mr. Alberto Dell’Acqua, the Ambassador of Italy, Mrs. Patrizia Falcinelli, the CEO of HCAP, Mr. Gregory D. Dimitriadis, the Managing Director of HELPE, Mr. Andreas Siamishis, the Executive Director of HRADF, Mr. Panagiotis Stampoulidis, the Chairman of DEPA Infrastructure, Mr. Charitonas Kyriazis and the CEO of the company, Mr. Michail Hatzis.

The completion of the acquisition is subject to the fulfilment of certain conditions, such as the approval of the transaction by the Greek supervisory authority RAE and the clearing of the Greek antitrust authority HCC.

DEPA Infrastructure currently owns 51 percent of Thessaloniki – Thessalia Gas Distribution S.A. (EDA Thess), 100 percent of Attiki Natural Gas Distribution Single Member Company S.A. (EDA Attikis) and 100 percent of Public Gas Distribution Networks S.A. (DEDA), the three leading gas distribution players in Greece, which together manage 6,900 kilometers of network and 509,000 redelivery points.

The transaction will be financed entirely by Italgas using committed lines of financing.

Paolo Gallo, CEO of Italgas, commented:

“Today marks the beginning of a new and important phase in the recent history of Italgas. After nearly twenty years, we are returning to operate abroad, and we are doing so in a country like Greece, which has recognized our technical and technological leadership and our role as a strategic partner in effectively tackling the process of phase-out from coal and lignite for the decarbonization of the economy. The expected strong increase in gas demand will be met by an increasingly widespread, smart and flexible distribution network, which will distribute natural gas to a growing number of consumers and will be ready to accept renewable gases such as biomethane and green hydrogen. We are thrilled to share with the Greek government the experience we have gained in our almost two centuries of history and the technological know-how acquired in recent years of great digital transformation”.

Fitch Ratings (“Fitch”) affirms Italgas at ‘BBB+’, Stable Outlook

Milan, 6 December 2021 – The rating agency Fitch has affirmed today Italgas S.p.A long-term issuer default rating at ‘BBB+’, with Stable Outlook.

The rating affirmation is based on Italgas Group’s significant growth perspectives in 2022-2027, despite the expectations of a WACC reduction for the gas distribution sector from next year onwards, as confirmed by the second consultation document published by ARERA last 12 November.

Moreover, Fitch assesses positively the potential acquisition of DEPA Infrastructure, given that it would allow Italgas to diversify its geographical footprint outside of Italy towards a growing market, benefiting from a regulatory framework that is currently favourable compared to the Italian one in terms of expected remuneration.

The rating agency also highlights that the postponement of new gas tenders and the actions planned by Italgas’ management to face a less favourable regulatory framework from 2022 on are able to support the Company’s financial strength and credit rating. The Group’s commitment to proactively manage its financial structure was also acknowledged, thanks to the transactions recently executed on both capital and banking markets, which have enabled Italgas to eliminate the short-term refinancing risk and have an adequate amount of liquidity available.

Italgas: acquisition of 100% of Fratelli Ceresa S.p.A. finalised

Milan, 1 December 2021 – Italgas Group today closed the acquisition of 100% of the share capital of Fratelli Ceresa S.p.A., a company specialising in the supply of energy services.

The acquisition, announced on 15 June during the presentation of Italgas 2021-2027 Strategic Plan, was finalised following the fulfilment of the conditions set in the sale and purchase agreement.

Fratelli Ceresa S.p.A., founded in 1921 and based in Beinasco (TO), has a significant portfolio of 3,700 customers, in over 800 condominiums, mainly located in the Turin area. It has revenues of around EUR 20 million and EBITDA of around EUR 3.5 million.

The transaction is based on an enterprise value of EUR 22 million, to be adjusted for the net financial position.
The acquisition of Fratelli Ceresa S.p.A. takes place through Seaside S.p.A., the Group’s Energy Service Company, and allows to further expand the reference perimeter and the portfolio of activities, as well as to capture important synergies and further opportunities also with reference to the 110% Superbonus.

Paolo Gallo, CEO of Italgas, commented: “Thanks to this transaction, the Group has been enriched with specific skills that, together with Seaside’s know-how, will enable us to offer the market a wide portfolio of services. This acquisition confirms Italgas’s role as a consolidator in a sector, such as energy efficiency, that is still very fragmented but of great importance for the achievement of the climate goals set by the European Union”.

Moody’s Investors Service (Moody’s) affirms Italgas at ‘Baa2’, Stable Outlook

Milan, 25 November 2021 – Moody’s Investors Service (Moody’s) has affirmed today Italgas S.p.A Long-Term Issuer rating at ‘Baa2’, Stable Outlook. The rating affirmation is based on the strong track record of operational efficiencies and on the solid financial position, as well as on the low risk profile of the gas distribution business.

In particular, the agency emphasizes the Company’s steady focus on costs optimization, achieved through technological innovation and digitization activities, the ability to execute planned investments and the persistence of an extremely low cost of debt, thanks to which the Company is able to sustain its profitability and a robust cashflow generation.

Finally, Moody’s highlights Italgas’ appointment as preferred bidder for the privatization of DEPA Infrastructure, the Greek company managing 100% of the Country’s gas distribution network.

Italgas enters in the Dow Jones Sustainability Index Europe and is confirmed in the Dow Jones Sustainability Index World for the 3rd consecutive year

Milan, 13 November 2021 – Italgas has been included for the first time in the Dow Jones Sustainability Index Europe and confirmed for the third consecutive year in the Dow Jones Sustainability Index World, confirming its position as one of the world’s top sustainability leaders. The two indexes are managed by S&P Global and include companies that have excelled in Europe and globally on sustainability topics.

Italgas achieved the highest score (90 points out of 100) in the GAS – Gas Utilities Industry out of 28 companies assessed in the S&P Global Corporate Sustainability Assessment (score date: 12 November 2021), with an improvement of 8 points versus last year.

The result achieved is a recognition of the Company’s strong commitment to all aspects of sustainability across its entire value chain, its daily activities and growth strategy. It also rewards the Company’s ability to develop increasingly accurate and transparent reporting.

Italgas: consolidated results for the first nine months and Third Quarter of 2021 approved

Milan, 27 October 2021 – Italgas’ Board of Directors, chaired by Alberto Dell’Acqua, met yesterday and approved the consolidated results of the first nine months and third quarter of 2021.

Key figures

Consolidated economic and financial highlights:

  • Total revenues: € 1,005.7 million (+2.8%)
  • Gross operating margin (EBITDA): € 749.0 million (+4.9%)
  • Operating profit (EBIT): € 430.6 million (+7.3%)
  • Adjusted net profit attributable to the Group: € 273.6 million (+10.5%)
  • Technical investments: € 612.6 million (+10.3%)
  • Cash flow from operating activities: € 533.7 million (+21,0%)
  • Net financial debt: € 5,055.4 million
  • Net financial debt (excluding the effects pursuant to IFRS 16): € 4,987.1 million

ESG – key indicators, Scope 1 and Scope 2

  • 56,239 km of network inspected (+14.3%)
  • Fugitive emissions/gas injected into the network: 0.092% (-4.1%)
  • Fugitive emissions/km investigated: 105 Sm3/km (-6.7%)
  • km travelled by operative vehicles: 32.091 million km (+15.3%)
  • km travelled by bifuel operative vehicles powered by CNG: 92%
  • Grams of pollutants per km travelled by the car fleet: NOx (-5.6%), particulate matter (-22.6%)

Operating highlights (including affiliates):

  • Municipalities in gas distribution concessions: 1,898
  • Number of active meters: 7.75 million
  • Gas distribution network: around 74,110 Km

In a context of general economic recovery, favoured by the gradual loosening of restrictions related to the health emergency, Italgas’ trend continues to grow, with extremely positive performance of all the main economic and financial indicators, combined with further progress on the road to meeting the 2027 ESG targets.

The sustainability targets enable the Group to contribute with its strategic investment choices to the energy transition process, in line with EU guidelines, and to the full implementation of the Italian Recovery and Resilience Plan (PNRR).

The € 612.6 million of investments made in the period (+10.3% compared to 30 September 2020) bears witness to this. These investments are devoted to the digital transformation and repurposing of the networks to enable them to distribute renewable gases (biomethane and, in the medium term, green hydrogen and synthetic methane).

Approximately 545 km of new pipelines were laid in the first nine months of 2021, 62 km of which in Sardinia, where the construction of new, entirely digital networks continued, having completed approximately 900 km overall out of a total of 1,100 km to be constructed.

The EBITDA of the first nine months of 2021 amounted to € 749.0 million (+4.9% compared to 30 September 2020) and adjusted net profit attributable to the Group was € 273.6 million (+10.5% compared to the same period of the previous year).

The net financial position as of 30 September 2021 was € 5,055.4 million (€ 4,736.5 million as of 31 December 2020). The net financial position amounted to € 4,987.1 million (€ 4,660.2 million as of 31 December 2020), net of financial liabilities pursuant to IFRS 16 of € 68.3 million (€ 76.3 million as of 31 December 2020).

On 9 September 2021, Italgas was declared the ‘preferred bidder’ by the Greek privatisation fund (HRADF), in the context of the public tender called by the Greek government for privatisation of the distribution operator DEPA Infrastructure S.A..

The cash flow from operating activities in the first nine months of 2020 amounted to € 533.7 million.

 

Paolo Gallo, CEO of Italgas, commented:

“The nineteenth quarter of consecutive growth for Italgas since its return to the stock market is the best demonstration of a Company that has continued on its development and transformation path – started in 2017 – even during the most serious health emergency that the world has known in recent times.

At 30 September 2021, we have achieved an EBITDA of € 749 million, up 5% compared to the same period of 2020, and an adjusted net profit that has grown double-digit, by 10.5%, to € 273.6 million, despite the continuing negative effects of the Resolution 570.

Despite a macroeconomic and financial context characterised by ongoing volatility, we have invested more than € 610 million, in order to maintain the 2022 objective: to make Italgas the first utility in the world with a fully digitised network.

We have completed over 80% of the methanisation plan of the basins under concession in Sardinia. Furthermore, with the commissioning of Higas in Oristano, the natural gas supply chain has become even more efficient and above all affordable for consumers, enabling them to make savings on their bills (25% on average) that now offset the increase in commodity prices.

Since September our horizon goes beyond Italy: we have been indicated as “preferred bidder” in the tender for privatisation of Depa Infrastructure in Greece. We will make our know-how available to that Country and we will support the decarbonisation process through digital native networks that will be ready in the not-too-distant future to accommodate renewable gases such as biomethane, green hydrogen and synthetic methane.

 

Italgas stock included in the MIB ESG Index

Milan, 18 October 2021 – The Italgas’ stock was included in the MIB ESG Index, the first blue-chip index for Italy dedicated to the Environmental, Social and Governance (ESG) best practices of Borsa Italiana, part of the Euronext group.

The MIB ESG Index, made operational by Euronext in collaboration with Vigeo Eiris (V.E, part of Moody’s ESG Solutions), includes the most important Italian listed issuers that demonstrate they implement the most effective behaviors within the three main parameters of corporate social responsibility.

The inclusion of Italgas’ stock in the MIB ESG Index is a further recognition of the Company’s strong focus on the sustainability targets set in the 2021-2027 Strategic Plan (-30% in greenhouse gas emissions, -25% of energy consumption, focus on people), as well as of the strategic investment and of the contribution made, through them, to the energy transition process.

The MIB ESG Index has been launched in response to a growing demand for sustainable investment tools by investors and by the market.

Italgas’ Board of Directors approves the renewal of the EMTN programme with a maximum nominal amount of 6.5 billion euro

Milan, 15 September 2021 – Italgas’ Board of Directors, chaired by Alberto Dell’Acqua, met today and approved the renewal of the EMTN Programme confirming  the maximum nominal amount of 6.5 billion euro.

As of today, under the current EMTN Programme the notes outstanding are in nominal amount equal to 4.59 billion euro.

The Board of Directors has also approved the issue of one or more bonds to be placed only with institutional investors within one year by the signing date of the EMTN Programme. The total amount of the bonds issued may not in any case exceed the abovementioned maximum amount. The newly bonds issued may be listed on the regulated markets.

The EMTN Programme will also allow the Company to issue ESG bonds in the form of “Sustainability-Linked Notes”, in line with the financial strategy communicated to the market during the Strategic Plan 2021-2027 presentation.

Italgas Preferred Bidder in the tender for the privatization of DEPA Infrastructure S.A.

Milan, 9 September 2021 – Italgas announces that it has been selected as “Preferred Bidder” in the tender process for the acquisition of 100% of the share capital of DEPA Infrastructure S.A., currently owned by the Hellenic Republic Asset Development Fund S.A. (HRADF) and Hellenic Petroleum S.A. (HELPE).

DEPA Infrastructure holds a 51% stake in Thessaloniki – Thessalia Gas Distribution S.A. (EDA Thess), a 100% stake in Attiki Natural Gas Distribution Single Member Company S.A. (EDA Attikis) and a 100% stake in Public Gas Distribution Networks S.A. (DEDA), the three major gas distribution companies in Greece.

Italgas CEO Paolo Gallo commented:

“We are the ideal partner to support the Greek government in the development of a key energy infrastructure that will allow the country to rapidly proceed along the path of decarbonisation of the economy. Thanks to a new generation of «native digital» grids – extensive, flexible and smart – we will support the phase-out programme from coal and lignite via natural gas, while at the same time promoting the energy transition to renewable sources such as biomethane, e-gas and green hydrogen. We will bring to Greece the experience and implementation capability that we have gained in almost two centuries of history, together with the skills developed in the digital transformation of the network and the Digital Factory that today place the Italgas Group in a position of undisputed technological leadership in the sector worldwide”.

Alberto Dell’Acqua, Italgas Chairman, stated:

“I am proud of the result achieved, which rewards the Italian entrepreneurial capability as well as the technical and technological leadership of Italgas. In recent years, the company has been able to continue to grow and is now recognized as an international benchmark for the sector also in the perspective of energy transition”.

Italgas has agreed to pay a consideration equal to 733 million Euro for 100% of DEPA Infrastructure equity.

Italgas will fund the transaction via a fully committed financing package.

The signing of the agreements for the acquisition is subject to completion of further steps envisaged by the tender procedure and by local legislation, while the closing of the transaction is expected by year-end, once the required authorizations have been received (including anti-trust clearance).

Italgas has been assisted by J.P. Morgan as Sole Financial Advisor and Sole Underwriter of the financing, by Milbank and Karatzas and Partners as Legal Advisors, by Grant Thornton as Regulatory Advisor and by Mazars as Accounting and Tax Advisor.

Conference call 

At 3pm CET on Thursday September 16, 2021, a conference call will be held to present the transaction to financial analysts and investors. The presentation may be viewed, through audio webcasting, on the Company’s website (www.italgas.it). In conjunction with the conference call, the supporting material for the presentation will also be provided in the “Investor Relations/Presentations” section of the website.

Fitch Ratings (“Fitch”) affirms Italgas at ‘BBB+’, Stable Outlooks

Milan, 29 July 2021 – The rating agency Fitch has affirmed today Italgas S.p.A long-term
issuer default rating at ‘BBB+’, Stable outlook.

The rating affirmation is based on Italgas’ strong growth perspectives, well highlighted in its
Strategic Plan 2021-2027 presented to the financial community last June 15 th , 2021.

In particular, the agency emphasises the continuous increase in the Company’s investment
plan despite the pandemic emergency not yet fully overcome and the solid cash flow
generation. Moreover, the Group's commitment to the digital transformation, which will
enable Italgas to achieve significant benefits in terms of operating efficiency, together with its
attitude for strategic diversification towards water distribution sector and energy efficiency,
were once again positively acknowledged.

Fitch highlights as well Italgas’ proactive approach to debt management, whereby the
Company currently relies on a solid liquidity profile and faces no refinancing risk, also thanks
to the successful liability management transactions recently carried out.

 

PR_Italgas – Fitch affirms Italgas rating