Comunicati: Press release price sensitive

Postponed Shareholders’ Meeting

Milan, March 19, 2020 – Italgas’ Board of Directors, which met today chaired by Mr. Alberto Dell’Acqua, considering the perpetuation of the epidemiological emergency caused by the Covid-19 and the recent measures adopted by the Authorities, as well as the provisions contained in article 106 of Decree Law no. 18 of March 17, 2020, postponed to a date to be assigned the Ordinary Shareholders’ Meeting initially scheduled for April 20, 2020, as communicated to the market.

At a forthcoming meeting, the Board of Directors will convene the Shareholders’ Meeting within the terms set out in the above mentioned Decree Law (180 days from the end of the financial year).

At present, Italgas foresees that the shareholders’ meeting will be convened on a date that does not require changes to the coupon payment date, to the record date and to the dividend payment date already communicated to the market on January 29, 2020 and confirmed on March 11, 2020.

The calendar of corporate events is available at the address https://www.italgas.it/en/investors/financial-calendar/

Milan, 11 March 2021 – Italgas’ Board of Directors, chaired by Alberto Dell’Acqua, met yesterday and approved the results as of 31 December 2020 and resolved to propose to the Shareholders’ Meeting the distribution of a dividend of € 0.277 per share (+8.2% compared to 2019).

Key figures

Consolidated economic and financial highlights:

• Adjusted total revenues: € 1,333.8 million (+6.0%)
• Adjusted EBITDA: € 971.4 million (+7.0%)
• Adjusted EBIT: € 546.8 million (+6.0%)
• Adjusted net profit: € 345.4 million (+0.1%)
• Technical investments: € 777.5 million (+5.1%)
• Cash flow from operating activities: 745.0 million euros (714.4 million euros in 2019)
• Net financial debt: € 4,736.5 million
• Net financial debt (excluding the effects pursuant to IFRS 16): € 4,660.2 million

Operating highlights including affiliates:

• Municipalities in gas distribution concessions: 1,887
• Number of active meters: 7.7 million
• Gas distribution network: more than 73,000 Km

Sustainability highlights:

• Gas Leakage Rate (natural gas emissions volume / distributed gas volume): 0.1%
• Reduction of 5.4% in energy intensity compared to 2019 (calculated as the ratio between the Group’s total energy consumption and the gas distributed)
• Over 20,000 hours of training on digitalization topics delivered

The performance achieved by Italgas as of 31 December 2020 demonstrates the company’s ability to continue generating solid economic-financial and operating results, thanks to the efficiency-boosting and technological innovation measures taken by the company. These results have been achieved despite a scenario negatively impacted by the application of the tariff regulation for the gas distribution and metering activities for the period 2020-2025 (Resolution 570/2019/R/gas) and the ongoing health emergency.

The major investments carried out in 2020, amounting to € 777.5 million (up 5.1% compared to 31 December 2019), are consistent with the company’s Strategic Plan, which is strongly focused on the gradual development and modernisation of the networks and plants and their digital transformation.

In 2020, 905 km of new pipelines were laid down, compared to around 935 km in the corresponding period of 2019. Construction of the digital native distribution networks continued in Sardinia, with the laying down of around 334 km, for a total of more than 806 km of the around 1,100 km to be constructed overall.

The plan to replace traditional meters with the last generation of smart meters has almost been completed, apart from a marginal share to be concluded by the end of the year.

The cash flow from operating activities at the end of 2020 amounted to € 745.0 million euros.

The net financial position as of 31 December 2020 was € 4,736.5 million (€ 4,485.3 million as of 31 December 2019). The net financial position amounted to € 4,660.2 million (€ 4,410.6 million as of 31 December 2019), net of financial liabilities pursuant to IFRS 16 of € 76.3 million (€ 74.7 million as of 31 December 2019).

The adjusted EBITDA at the end of 2020 amounted to € 971.4 million (up 7.0% compared to 31 December 2019) and adjusted net profit was € 345.4 million, confirming the results of last year (€ 345.2 million), despite the negative effects deriving from Resolution 570/2019/R/gas.

In order to provide an effective and transparent representation of its ability to create value sustainably over time, from this year Italgas has chosen to represent its financial and non-financial results in an Integrated Report, showing in a unique document the effects of its activities on the social, environmental and economic context in which it operates.

Paolo Gallo, CEO of Italgas, commented:

“The health emergency and the highly adverse effects of the new tariff have not affected the path of transformation and development that             today sees Italgas ending another year with a trend of growth. We have been able to face the most serious global crisis of the post-war period thanks to the strategic decisions made over the last few years. Our ability to react promptly emerges clearly from all the financial and non-financial indicators.

We achieved an adjusted EBITDA of € 971.4 million, up by 7% compared to 2019, and we succeeded in limiting the negative impact of Resolution 570/2019/R/gas, reporting a result of € 345.4 million, in line with last year’s figure.

Despite lockdown period, our investments have slightly increased, to around € 780 million, up by 5% compared to 2019.

These results were made possible by the digital transformation process, launched in 2017 and still ongoing, which enabled the Group to remote mode a good part of its activities, continuing providing essential services to more our than 7.7 million customers, operating in complete safety. The important applications, developed in the Italgas Digital Factory, are the most telling example of how digital technology and  technologies such as artificial intelligence, machine learning and augmented reality have raised the level of efficiency of our activities. A result achieved thanks to the strong commitment of our people in digitalization also through thousands of hours of training.

On an operational level, despite the lengthy stoppage imposed on construction sites, work continued on the extension, maintenance and digitisation of the network throughout Italy. In this context, Sardinia has proved to be the primary incubator of a new generation of infrastructures aimed at transforming gas distribution in Italy and in Europe and making a key contribution to the energy transition. We have completed around 80% of the 1,100 km of planned networks on the island, digital native networks to accommodate gases other than methane, such as hydrogen, biomethane and synthetic methane. Technological innovation, investments, a widespread presence across the country and sustainability will continue to be our key drivers in order to create value for shareholders and the communities in which we operate, to take an active role contributing to the process of decarbonisation of the economy and containment of fugitive methane emissions, in line with the indications of the EU Commission for DSOs of gas, considered essential actors of the energy transition”.

Press Release of Financial statement at December 31, 2019

Milan, 5 March 2020 – Italgas announces that the issue of the press release concerning the approval of the Consolidated financial statement at December 31, 2019 and draft financial statements at December 31, 2019 has been rescheduled from 12 to 11 March 2020, following its approval by the Board of Director. As a result, the conference call to present the results to institutional investors and financial analysts will be held on the afternoon of March 11.

Milan, January 31, 2020 – Today Italgas and A2A have concluded in Milan an agreement for the reciprocal transfer of some assets in order to strengthen their respective core businesses.

The transaction, announced on 8 October 2019, was finalized following the occurrence of the conditions precedent provided for.

In particular, Italgas Reti (Italgas Group) sold to A2A Calore & Servizi (A2A Group) all the district heating activities currently managed in the municipality of Cologno Monzese (Milan); at the same time, Unareti (A2A Group) will sell to Italgas the natural gas distribution activities managed in seven municipalities in the ATEM Alessandria 4.

The district heating plant at Cologno Monzese consists of a distribution network of over 8 kilometers, serving 52 heat exchange substations with heat sales of approximately 26.1 GWh.

The seven gas distribution networks in the municipalities of Castelnuovo Scrivia, Pecetto di Valenza, Bassignana, Rivarone, Guazzora, Montecastello and Pietra Marazzi cover a total of over 140 kilometres and serve about 4,200 users.

Milan, October 8, 2019 – Italgas and A2A signed yesterday in Milan an agreement for the mutual transfer of some assets in order to strengthen their respective core businesses.

In particular, Italgas Reti (Italgas Group) commits to sell to A2A Calore & Servizi (A2A Group) all the district heating activities currently managed in the municipality of Cologno Monzese (Milan); at the same time, Unareti (A2A Group) will sell to Italgas the natural gas distribution activities managed in seven municipalities in the ATEM Alessandria 4.

The district heating plant at Cologno Monzese consists of a transport and distribution network of over 8 kilometers, serving 52 heat exchange substations with heat sales of approximately 26.1 GWh.

The seven gas distribution networks in the municipalities of Castelnuovo Scrivia, Pecetto di Valenza, Bassignana, Rivarone, Guazzora, Montecastello and Pietra Marazzi cover a total of over 140 kilometres and serve about 4,200 users.

The agreements are expected to be finalised by December 2019 and are subject to the fulfilment of certain conditions precedent.

“The operation allows us to sell a secondary business to the benefit of the Group’s core business – commented Italgas CEO Paolo Gallo – and thanks to the acquisition of a further seven distribution networks, we are strengthening our presence in a historic region such as Piedmont, bringing our market share in ATEM Alessandria 4 to 15%”.

“This agreement represents a step forward consistent with the development and focus choices outlined in our Industrial Plan, a further step in terms of circular economy and sustainability – says Valerio Camerano, CEO of the A2A Group – District heating, of which we are leaders in Italy with over 40 years of experience in the areas of Milan, Brescia and Bergamo, represents a valid response to the protection of the air quality of our cities, to the benefit of citizens and territories”.

The area consists of 74 municipalities, 24 of which are currently supplied with natural gas for a total of 20 thousand users. Planned investments of approximately 100 million euros will make it possible to extend the service to 17 new municipalities, doubling the number of users

Aosta, 2 January 2020 – The Aosta contracting station has officially awarded Italgas the tender for the management of the natural gas distribution service in the “Valle d’Aosta” district for the next 12 years.
The area consists of 74 municipalities, 24 of which are currently supplied with natural gas (served by about 350 km of networks), for a total of 20 thousand end users and a RAB of over 40 million euros.

In the offer presented, Italgas has planned investments of approximately 100 million euro aimed at extending the networks to areas not yet reached by the service, upgrading and digitizing existing infrastructures, and further boosting the quality and safety of the service.

These investments will generate a strong stimulus for the local economy, with positive fall out also in terms of employment, and the extension of the service to new areas will also guarantee significant savings in bills and a significant reduction in polluting emissions.

Among the measures provided for in Italgas’ plans:

• the construction of about 270 km of new networks and the methanization of 17 new municipalities, including the entire valley between Aosta and Courmayeur;
• the increase in the number of users served, from the current 20,000 to about 40,000 over the 12 years of the concession;
• the complete digitization of the network and plants, including the installation of smart meters on 100% of current and future users;
• energy efficiency interventions in over 70 regional and municipal public buildings.

Italgas’ offer has enabled it to outperform the competition of two other operators in the sector, achieving a significant advantage in the overall score. With particular reference to the technical offer, an important contribution was provided by the important technological innovation measures, in line with the development guidelines of the Group’s Industrial Plan which has allowed Italgas to further consolidate its leadership in Italy and Europe.

“After the Turin 2 Area – commented Italgas’ CEO Paolo Gallo – we have further confirmation in a territory with strong and historical roots for Italgas such as the Aosta Valley. A result that testifies to the goodness of the work carried out and that allows us not only to give continuity to the management of the service in the territory, but also to carry out the important investment programs planned to develop the service also in those areas not yet reached by natural gas and the complete digitalization of the infrastructures for an increasingly efficient and safer service”.

Milan, 18 December 2019 – Italgas and the Marguerite II fund today finalised an agreement for the fund’s entry into the shareholding structure of Medea and Gaxa (formerly Medea Newco), the Group companies operating in Sardinia in the distribution and sale of sale of LPG, propane air and, after the necessary authorisations, also natural gas.

The transaction, announced on 1 August, was completed following the fulfilment of the conditions set out in the agreement.

For the purposes of the transaction, the enterprise value attributed to 100% of the assets at 31.12.2018 was equal to EUR 91.2 million euros, to which should be added the value of the acquisitions made in 2019 of the going concern of Isgas, owner of the gas concessions in the municipalities of Cagliari, Nuoro and Oristano.

The agreement involves the acquisition by Marguerite II of 48.15% of the share capital of Medea and Gaxa, with the payment of approximately EUR 25 million and subsequent capital increases for a total of approximately 44 million, of which approximately 11 million paid today, intended to provide pro-quota equity funding for the investments planned for the island in the Italgas 2019-2025 Business Plan.

Marguerite II is participated by the EIB and several of the main European national promotional banks (the Italian Cassa Depositi e Prestiti, the French Caisse des Dépôts Group, the Polish BGK, the German KfW and the Spanish ICO); it was launched in 2017 to support the development of projects in the energy, renewables, transport and digital infrastructure sectors, helping to implement the main EU policies in the areas of climate change, energy security and trans-European networks.

NOT TO BE PUBLISHED OR DISTRIBUTED IN THE UNITED STATES, AUSTRALIA, CANADA AND JAPAN

Milan, 10 December 2019 – The Tender Offers launched by Italgas S.p.A. (rating BBB+ by Fitch, Baa2 by Moody’s) terminated with extremely positive outcome, having registered a percentage of attendance higher than 60% for Notes due January 2022 and higher than 25% for Notes due March 2024. Overall, notes repurchased amount to nominal €650,695,000.

Thanks to this transaction, which represents the first Liability Management exercise carried out by Italgas and follows the €500,000,000 bond issue due December 2031 launched on last 2 December, the Company continues to pursue its strategy of optimising its debt structure, reducing the refinancing risk and extending, at the same time, the average maturity of its debt.

Based on the terms and conditions defined in the Tender Offer Memorandum dated 2 December 2019, below are the detailed results of the Tender Offers:

• €750,000,000 0.500 per cent. Notes due 19 January 2022, outstanding for the total amount (XS1551917245) purchased for a total nominal amount of €481,640,000. Upon completion of the transaction, the notes still outstanding will be in nominal amount equal to €268,360,000;

• €650,000,000 1.125 per cent. Notes due 14 March 2024, outstanding for the total amount (XS1578294081) purchased for a total nominal amount of €169,055,000. Upon completion of the transaction, the notes still outstanding will be in nominal amount equal to €480,945,000.

The results of the Tender Offers are available on the website of the Luxembourg Stock Exchange at www.bourse.lu.

As per the terms and conditions defined in the Tender Offer Memorandum, Italgas will pay the overall amount by cash tomorrow, 11 December 2019.

DISCLAIMER

This announcement (and the information contained therein) does not constitute or form part of any offer to sell nor a solicitation of any offer to buy any securities nor shall there be any offer of securities in any jurisdiction in which such offer or sale would be unlawful. It may be unlawful to distribute this announcement in certain jurisdictions. This

announcement does not constitute an offer of securities for sale in the United States, in Australia, Canada and Japan and in any jurisdiction in which such offer or sale would be unlawful and is not for publication or distribution in any such jurisdictions. The securities referred to in this announcement have not been and will not be registered under the US Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This announcement is not a public offer

of financial products in Italy as per Article 2, letter (d) of Regulation (EU) 2017/1129. The documentation relating to

the offer has not been/will not be submitted to the approval of CONSOB.

NOT TO BE PUBLISHED OR DISTRIBUTED IN THE UNITED STATES, AUSTRALIA, CANADA AND JAPAN

 

Milan, 2 December 2019 – Italgas S.p.A. (rating BBB+ by Fitch, Baa2 by Moody’s) has launched this morning two Tender Offers addressed to holders of the following Notes issued by Italgas S.p.A. under its Euro Medium Term Note Programme:

• €750,000,000 0.500 per cent. Notes due 19 January 2022, outstanding for the total amount (XS1551917245);
• €650,000,000 1.125 per cent. Notes due 14 March 2024, outstanding for the total amount (XS1578294081).

The target maximum overall amount accepted will be determined by Italgas in accordance with the terms and conditions of the Tender Offer Memorandum dated 2 December 2019, subject to the applicable offers and distributions’ limitations.

The launch notice of the Tender Offers is available on the website of the Luxembourg Stock Exchange at www.bourse.lu

BNP Paribas, J.P. Morgan Securities plc and Unicredit Bank AG are acting as Dealer Managers.

Transaction’s results will be announced to the market in the coming days. Italgas will pay the overall amount by cash.

At the same time, the Company launched this morning a new fixed-rate bond issue and the proceeds will be used, in whole or in part, to repurchase the instruments of the Tender Offers.

Joint Bookrunners of the placement, restricted to institutional investors only, are BNP Paribas, J.P. Morgan Securities plc, Unicredit Bank AG, Banca IMI S.p.A., Citigroup Global Markets Limited, Goldman Sachs International, Mediobanca S.p.A. and Société Générale.

The transactions are part of Italgas’ strategy to optimize its debt structure and extend the financial maturity profile of the Company.

 

DISCLAIMER

This announcement (and the information contained therein) does not constitute or form part of any offer to sell nor a solicitation of any offer to buy any securities nor shall there be any offer of securities in any jurisdiction in which such offer or sale would be unlawful. It may be unlawful to distribute this announcement in certain jurisdictions. This announcement does not constitute an offer of securities for sale in the United States, in Australia, Canada and Japan and in any jurisdiction in which such offer or sale would be unlawful and is not for publication or distribution in any such jurisdictions. The securities referred to in this announcement have not been and will not be registered under the US Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This announcement is not a public offer of financial products in Italy as per Article 2, letter (d) of Regulation (EU) 2017/1129. The documentation relating to the offer has not been/will not be submitted to the approval of CONSOB.

NOT TO BE PUBLISHED OR DISTRIBUTED IN THE UNITED STATES, AUSTRALIA, CANADA AND JAPAN

Milan, 2 December 2019 – Today Italgas SpA (rating BBB+ by Fitch, Baa2 by Moody’s) successfully priced a new fixed rate note issue, with December 2031 maturity for an amount of 500 million euros with an annual coupon of 1% under its EMTN Programme (Euro Medium Term Notes), renewed by resolution of the Board of Directors on September 23, 2019.

The new issue represents for Italgas its longest tenor and has gathered more than 1.5 billion euros of orders from a high quality and geographically diversified investors base.

The relevant proceeds will be used in whole or in part to repurchase two out of its outstanding bonds with notional equal to 750 million euros (due 2022) and 650 million euros (due 2024), through a Tender Offer launched this morning.

Joint Bookrunners of the placement, restricted to institutional investors only, were Banca IMI S.p.A., BNP Paribas, Citigroup Global Markets Limited, Goldman Sachs International, J.P. Morgan Securities plc, Mediobanca S.p.A., Société Générale and Unicredit Bank AG.

The bond will be listed on the Luxembourg Stock Exchange.

Details are as follows:

Amount: 500 million euro

Maturity: 11 December 2031

Annual coupon: 1%

Issue price: 99.27

DISCLAIMER

This announcement (and the information contained therein) does not constitute or form part of any offer to sell nor a solicitation of any offer to buy any securities nor shall there be any offer of securities in any jurisdiction in which such offer or sale would be unlawful. It may be unlawful to distribute this announcement in certain jurisdictions. This announcement does not constitute an offer of securities for sale in the United States, in Australia, Canada and Japan and in any jurisdiction in which such offer or sale would be unlawful and is not for publication or distribution in any such jurisdictions. The securities referred to in this announcement have not been and will not be registered under the US Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This announcement is not a public offer of financial products in Italy as per Article 2 letter, d) of Regulation (EU) 2017/1129.  The documentation relating to the offer has not been/will not be submitted to the approval of CONSOB.