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Italgas: finalised the acquisition of the majority of Toscana Energia shares

Milan, 1 October 2019 – Italgas informs that following the authorization by the Antitrust Authority, today was finalised the transfer of 2,897,778 shares, corresponding to 1.98% of the share capital of Toscana Energia, for which the municipalities of Bientina, Buti, Calcinaia, Casciana Terme Lari and Palaia had at the time exercised their right of withdrawal. As a result, the share capital held by Italgas increased from 48.68% to 50.66%.

Subsequently, with the entry into force of the new by-laws of Toscana Energia, resulting from  the agreement between Italgas and the Public Shareholders and approved by the Extraordinary Shareholders’ Meeting of June 28, 2018, Italgas will fully consolidate the financial results of its subsidiary Toscana Energia.

Toscana Energia is leader in the natural gas distribution sector in Tuscany, with an estimated RAB at 31.12.2018 of approximately €833 million. It holds 102 gas concessions, manages approximately 8,000 kilometres of the network with almost 800,000 users and in the last year distributed over 1.1 billion cubic metres of natural gas.
The 2018 consolidated financial results of Toscana Energia, in accordance with the Italian accounting principles, show total revenues of €148 million, an EBITDA of €104 million, an EBIT of €58 million and a net profit (after tax) of €41 million. At the end of 2018, net financial debt amounted to approximately €398 million.

Italgas awarded the gas distribution service in Castel San Giorgio (Salerno)

Milan, 1 October 2019 – Italgas has been awarded a concession for the natural gas distribution service in the municipality of Castel San Giorgio (Salerno) for the next 12 years.

Castel San Giorgio’s current gas network extends for about 40 kilometres and serves about 1,300 users. With this award Italgas strengthens its presence in ATEM Salerno 3, as well as its role in Campania where its historic presence will allow important synergies with new assets.

The main elements of the offer, which rewarded the proposal of Italgas, consist of new investments for about 4 million euro aimed at extending the network to areas not yet reached by the service, the strengthening and digitization of infrastructure, improving quality and safety. The award of the tender to Italgas represents recognition of the quality of the digital transformation plan that the company is implementing on the networks managed and on the business processes.

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

Milan, 2 August 2019 – Fitch has affirmed Italgas S.p.A Long-Term Issuer Default Rating (IDR) at ‘BBB+’. The Outlook on the IDR is Stable.

The rating affirmation reflects the Group’s updated strategy 2019-2025, which further strengthen Italgas strategic and financial targets in the medium-term with increased investment plan compared to the previous one.

Fitch underlines the stability of the regulatory framework and the expected continuity for the period 2020-2025; the rating agency highlights the company’s solid growing path of results from the listing and management commitment to a solid capital structure. According to Fitch, Italgas’ target of increasing its market share in the Italian gas distribution market, also thanks to M&A operations, is supported by a consistent investment plan.

Italgas can rely on a solid debt structure with a competitive cost of debt, composed by almost all fixed-rate instruments, thanks to the corporate bond issuance and interest rate swap transaction completed in July 2019, with a long-term average maturity which considerably reduce the refinancing risk.

The solid liquidity profile is ensured by available committed credit lines.

For further information please visit https://www.fitchratings.com/site/pr/10084674

 

Italgas acquires from Sienergas the natural gas distribution activities in Cannara (Perugia)

Milan, 1 August 2019 – Italgas signed today a binding agreement with Sienergas Distribuzione S.r.l. for the acquisition of the going concern related to the distribution of natural gas in the municipality of Cannara (Perugia).

The infrastructure covered by the agreement covers 35 kilometers and serves about 1,500 users.

Marguerite joins Medea shareholding base: partnership with Italgas for “Sardinia project”

Milan, Luxembourg – 1 August 2019 – The Italgas’ project for the construction of natural gas distribution networks in Sardinia, a project for the sustainable development of a digital energy infrastructure, will involve the European infrastructure fund Marguerite II.

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.

After careful screening and evaluation of the project, the Marguerite II fund signed an agreement with Italgas for the entry into the shareholding  tructure of Medea and Medea Newco, the Italgas Group companies operating on the island in the business of distribution and sale of gas respectively.

Medea is the company into which Italgas has progressively transferred all its assets in Sardinia. It currently serves 45,000 customers (currently supplied with LPG) and is in the progress of building gas distribution networks in 10 out of 19 concessionary basins. In preparation of the introduction of natural gas, and in compliance with the obligations provided by the regulations on functional unbundling, Medea has started the process of spinning-off the going concern relating to sales activities and transferring it to a separate company, provisionally named Medea Newco.

For the purposes of the transaction, the enterprise value attributed to 100% of the assets held by Medea (Italgas) as at 31 December 2018 is equal to EUR 91.2 million, to which will 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 provides that Marguerite II will acquire 48.15% of the share capital of Medea and Medea Newco, through an initial investment of approximately EUR 25 million and approximately EUR 44 million of subsequent capital increases intended to provide pro-rata equity funding for the investments planned for the island in the Italgas 2019-2025 Business Plan.

The transaction is expected to be completed by the end of 2019 and is subject to the fulfilment of certain conditions precedent.

Italgas Group is the main operator in the gas distribution sector in Sardinia, with a widespread presence involving about one third of the basins in which the island is divided and an investment plan of EUR 500 million by 2025, which has allowed to lay more than 200 kilometres of pipelines and generate a related industry that has created approximately 600 new jobs.

“The addition to Medea of an investor with a high institutional profile and a long-term approach such as Marguerite – said the CEO Italgas, Paolo Gallo – is the recognition of the value and strategic nature of our ‘Sardinia project’. Thanks to a balanced plan of acquisitions and technical investments, in two years we have taken on a key role in the island in the construction of energy infrastructure that is a prerequisite for sustainable development of the territory. All our construction sites are proceeding so quickly that we expect to distribute the first natural gas by the end of the year.”.

“We are pleased to join Italgas to support its growth strategy in Sardinia. – said Nicolas Merigo, CEO of Marguerite – This investment opportunity is one of the very few major gas distribution expansion projects in EU and brings strong benefits to Sardinia. We look forward to close and positive collaboration with Italgas for the successful delivery of this project.”

Marguerite

Marguerite, established in 2010 with offices in Luxembourg and Paris, is an alternative investment fund manager licensed in Luxembourg. It is independently owned by its partners and manages three investment funds:

  • Marguerite Fund, a EUR 710m infrastructure fund raised in 2010 and now fully invested
  • Marguerite Pantheon SCSp, an investment vehicle owning stakes in renewables and transport assets in Europe
  • Marguerite II SCSp, a EUR 745m infrastructure fund raised in 2017 with commitments from EIB, KfW, CDC, CDP, BGK, and ICO.

www.marguerite.com

Media contact (external)

Véronique Sant

Tel. : +44 (0)203 206 0176

  1. : +44 (0)78 18 53 21 54

v.sant@positive-alpha.com

Italgas

Italgas is the leading natural gas distribution operator in Italy and the third in Europe. With 4,000 employees, it manages a distribution network that covers approximately 71,000 km. Last year Italgas distributed round 9 billion cubic metres of gas to 7.6 million customers. Since November 2016, the Company is listed in the FTSE MIB index of the Italian stock exchange.

Italgas Press contact

@: ufficio.stampa@italgas.it

( : 00 39 02 8187 2020

www.italgas.it

Italgas: results as of 30 june 2019 approved

Milan, 30 July 2019 – Italgas’ Board of Directors, chaired by Alberto Dell’Acqua, met yesterday and approved the consolidated results for the first half of 2019.

 

Key figures

Consolidated economic and financial highlights:

  • Total revenues: € 609.4 million (+2.3%)
  • EBITDA: € 433,9 million (+2.3%)
  • EBIT: € 241.6 million (+8.3%)
  • Net profit: € 166.2 million (+10.3%)
  • Technical investments: € 317.7 million (+39.4%)
  • Cash flow from operating activities: € 507.7 million
  • Net financial debt[1]: € 3,858.7 million

Operating highlights including affiliates:

  • Municipalities in gas distribution concessions: 1,821
  • Number of active meters: 7.6 million
  • Gas distribution network: around 71,000 Km

The economic and financial results achieved by Italgas in the first half of 2019 further mark the continuous growth trend pursued by the Company and consolidate its role among the main and most dynamic industrial companies in the country, able to create value for communities and investors.

With € 317.7 million of organic investments made in the first half, Italgas has shown its commitment to invest in Italy for the renewal of networks and extension of service. In fact, over 55% of these investments were allocated to maintenance and extension of the network (379 km against 91 last year); at the same time, the installation of smart meters continued, replacing traditional meters. It is expected to be completed by 2020. With approximately 992,3 thousand meters installed during the first half of 2019, of which 840.5 thousand to replace traditional meters, the total number, also considering affiliates, is approximately 5.8 thousand, meaning 68.5% of total meters[2]. The installation of the smart meters is a part of the digitization project, for which during 2019 the digitization of more than 450 networks is planned, in addition to the 50 already completed in 2018.

During the half year, construction activities concerning distribution networks in Sardinia made substantial progress, where the Italgas Group further consolidated its leadership by acquiring among others the Cagliari, Nuoro and Oristano concessions. Works began in almost all the Areas under concession to the Group. As of 30 June, the installed network amounts to about 200 kilometres, creating around 600 new jobs in related industries.

The requirements related to net investments for the first six months of 2019 were fully covered by the positive cash flow from operating activities, equal to € 507.7 million, with Free Cash Flow – before M&A activities – equal to € 255.1 million.

As of 30 June 2019, the net financial position was € 3,858.7 million (€ 3,814.3 million as of 31 December 2018).

With regards to economic results, operating profits in the first half of 2019 amounted to € 241.6 million (+8.3% compared to 30 June 2018) and net profit reached € 166.2 million (+10.3% compared to the corresponding period of the previous year).

Paolo Gallo, CEO of Italgas, commented:

«The first half of 2019 also showed significant results. All the main economic indicators are up compared to last year, in line with the objectives of the Business Plan, confirming the commitment aimed at guaranteeing growing and sustainable returns for shareholders. The performance of Italgas shares on the Stock Exchange, which exceeded the 6-euro threshold and pushed the Company’s capitalisation beyond 5 billion respect to 3.2 billion since its return to the stock market in November 2016, testifies the market’s appreciation for the determination with which we continue to combine growth and efficiency. Ebit and Net Profit experienced increases of 8.3% and 10.3%. We have given a further boost to investments, which increased by around 40% to around € 318 million, mostly allocated to the development and management of the network, with significant focus on the construction of gas distribution networks in Sardinia, where we already have laid over 200 kilometres of new pipelines and created more than 600 jobs in related industries. The company’s digital transformation continues at a rapid pace on all the fronts indicated in the strategic plan: more than 450 new gas distribution networks will be completed by 2019, the smart meters installation plan reached about 70% and in our Digital Factory, among other things, we are working on the introduction of a new IoT platform that will allow us to collect in a single “Data Lake” all the data transmitted by the digital devices that we are installing along our networks. We continue to strengthen our leadership in Italy and abroad also through the development of valuable partnerships, such as the one recently created with GRDF in France, which constitute a benchmark and at the same time an advantaged observatory on the sector’s performance worldwide».

 

 

Disclaimer

This press release contains forward-looking statements, specifically in the “Outlook” section, relating to: investment plans, future operating performance and project execution. The forward-looking statements, by their nature, involve risks and uncertainties as they depend on the occurrence of future events and developments. The actual results could therefore differ from those announced in relation to various factors, including: actual operating performance, general macro-economic conditions, geopolitical factors such as international tensions, the impact of energy and environmental regulations, the successful development and application of new technologies, changes in stakeholder expectations and other changes in business conditions.

 

 

[1] Net financial debt as of 30 June 2019 does not include financial liabilities for operating leases pursuant to IFRS 16 of € 74.2 million (€ 49.9 million as of 31 December 2018).

[2]Excluding affiliates, in the first quarter of 2019, Italgas installed about 874 thousand new meters, bringing the current total number of new installed meters to about 5.1 million, equal to approximately 67.8% of total meters.

Italgas launched a new fixed rate bond issue with maturity 2030

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

Milan, 17 July, 2019 – Italgas SpA (rating BBB+ outlook stable by Fitch, Baa2 outlook stable by Moody’s) launched today a new fixed rate bond issue with tenor of 11 years restricted to institutional investors only.

Main details are as follows:

  • Issuer: Italgas S.p.A.  (Ticker: IGIM, Country: IT)
  • Tenor: 11 year short
  • Size: € 500 million (expected)
  • Maturity: April 2030
  • Joint Books: BNP Paribas / JPMorgan / UniCredit / Banca IMI / Mediobanca / SocGen

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 1, para. 1, letter. t) of Legislative Decree no. 58 of February 24, 1998. The documentation relating to the offer has not been/will not be submitted to the approval of CONSOB.

Italgas: successful bond issue from 600 million euro to 11 years

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

 

 

Milan, 17 July 2019 – Today Italgas SpA (rating BBB+ by Fitch, Baa2 by Moody’s) successfully priced a new fixed rate note issue, with April 2030 maturity for an amount of 600 million euros with an annual coupon of 0.875% under its EMTN Programme (Euro Medium Term Notes) established in 2016 and renewed by resolution of the Board of Directors on November 5, 2018.

With today’s issue, Italgas is taking advantage of the current favorable market conditions in order to optimize the cost of debt while extending its maturities.

The transaction has gathered more than 3 billion euros of demand from a high quality and geographically diversified investor base.

Joint Bookrunners of the placement, restricted to institutional investors only, were BNP Paribas, JPMorgan, UniCredit, Banca IMI, Mediobanca, SocGen.

The bond will be listed on the Luxembourg Stock Exchange.

Details are as follows:

Amount: 600 million euro

Maturity: 24 April 2030

Annual coupon: 0.875%

Issue price: 98.92

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 1, para. 1, letter. t) of Legislative Decree no. 58 of February 24, 1998. The documentation relating to the offer has not been/will not be submitted to the approval of CONSOB.

Italgas presents its 2019-2025 strategic plan

London, 12 June 2019 – Chief Executive Officer Paolo Gallo is today presenting to analysts and investors the Italgas Group’s Strategic Plan for the 2019-2025 period, which was approved yesterday by the Board of Directors chaired by Alberto Dell’Acqua.

The new Plan is structured along four guidelines: (i) innovation and digital transformation of the Company through the digitization of assets and processes and the development of digital skills for all employees, (ii) construction of the natural gas distribution network in Sardinia, (iii) new M&A operations and (iv) further organic growth, in terms of network extension and redelivery points served..

The Plan provides for a significant increase in investment programmes, equal to 500 million euros (+12.5%) compared to the previous one, to take the Company into the digital age, strengthening its leadership at European level, taking advantage of all development opportunities, and creating value for shareholders.

Highlights
  • Digitization of networks and business processes for a total investment of approximately 1 billion euros. Completion in 2020 of the installation plan for smart meters and 500 new digital networks.
  • 500 million euros to build the most technologically advanced natural gas distribution network in Sardinia (“methanization”).
  • over 2 billion euros for organic development, maintenance and network extensions.
  • Total investment plan of 4.5 billion euros (+ €500 million, +12.5%) with additional investment opportunities of approximately 1.9 billion euros for the acquisition of networks following sector tenders and related capex.
  • Current dividend policy confirmed.

 

 

Paolo Gallo, Italgas CEO, said:

“The main focus of the plan is the company’s digital transformation. Innovation, a growing trend in our sector, will create two categories of companies: frontier companies and followers. While today Italgas is a leader in history and size, tomorrow, thanks to investments in digital, it will become a ‘frontier company’, leader at European level. At the end of this long journey Italgas will have one of the most technologically advanced networks, with the application of advanced digital solutions.

The partnerships recently concluded with important global players – Picarro in the USA, State Grid Corporation in China and Eda Thess in Greece – provide the international recognition needed in demonstrating the quality of the path taken.

4.5 billion euros in investments, up 12.5% on the previous Plan, and an opportunity to invest a further 1.9 billion euros in sector tenders: these figures place Italgas among the main industrial companies in the country that create value for the communities in which they operate and for investors.

In light of the results achieved in recent years and the growth and development activities undertaken, this Plan revises all its main targets upward. As such it also confirms the current dividend policy, which has proved particularly profitable for our shareholders, evidenced by the latest financial statements, with a dividend up 12.5% on the previous year”.

Italgas: results as at 31 march 2019 approved

Milan, 14 May 2019 – Italgas’ Board of Directors, chaired by Alberto Dell’Acqua, met yesterday and approved the consolidated (unaudited) results for 2019 first quarter.

Key figures

Consolidated economic and financial highlights:

  • Total revenue: €310.8 million (+9.9%)
  • EBITDA: €219.2 million (+10.5%)
  • EBIT: €123.6 million (+10.0%)
  • Net profit: €86.3 million (+15.5%)
  • Technical investments: €152.4 million (+43.6%)
  • Cash flow from operating activities : €242.2 million
  • Net financial debt : €3701.9 million

Operating highlights including investee companies:

  • Municipalities in gas distribution concessions: 1,803
  • Number of active meters: 7.57 million
  • Gas distribution network: around 70,000 Km

The economic and financial results confirm the continuous growth process recorded by the Company since its return to the stock market in November 2016, inaugurating a new management cycle focused on further improvement in margins compared to the same period of 2018.

With €152.4 million in organic investments in the first quarter, Italgas significantly exceeds the targets defined in the Business Plan, an increase in line with that already announced to the market. In particular, over 50% of the investments were allocated for the maintenance and extension of the network (170 km against 40 last year), while the installation of the smart meters continued, in line with last year, replacing traditional meters, and this replacement will be completed by the first half of 2020. With approximately 410.0 thousand meters installed in the first three months of 2019, the total, also considering investee companies, was around 5.4 million, equal to 63.9% of total meters . The installation of the smart meters is part of the digitalisation project of the network for which over 50 pilot projects have been already completed throughout the country, covering approximately 200 kilometres of distribution network and a total of 11,800 smart meters.

The financial requirements related to the net investments in 1Q 2019 were fully covered by the positive cash flow from operating activities, amounting to €242.2 million, with a Free Cash Flow – before the M&A transactions – of € 112.7 million.
Net financial position as at 31 March 2019 was equal to € 3,701.9 million (€3,814.3 million as at 31 December 2018).

With regards to the economic results, operating profits in the first quarter of 2019 reached €123.6 million (+10.0% compared to 31 March 2018) and net profit reached €86.3 million (+15.5% compared to the same period of the previous year).

Paolo Gallo, CEO of Italgas, commented:

“The results of the first quarter 2019 also confirm the virtuous path undertaken by Italgas since November 2016, with all the indicators showing double-digit increases. In particular, compared to the same period of 2018, EBIT and net profit showed increases of +10% and +15.5%, respectively, demonstrating the effectiveness of the acquisitions made and the important efficiency improvement actions undertaken in the last two years. Investments for the period recorded an increase of 43.6%, and investments on the network (maintenance and extension) in particular, which are the most valuable investments for the Italian economy, grew by over 70%. We are continuing the process of installing smart meters, which will be completed in the first half of 2020, and the larger project of digitalisation of the networks, which will contribute to strengthening Italgas’ leadership in Italy and in Europe. In acknowledging our role, two important partnership agreements were signed in recent weeks: with State Grid Corporation of China, the largest utility in the world, and with the US company Picarro, a leader in providing smart software for monitoring networks”.

[1]Net of the effects deriving from IFRS 16 and IFRS 15.

[2]Net financial debt as at 31 March 2019 did not consider financial payables for operating leases pursuant to IFRS 16 of €65.7 million (€49.9 million as at 31 December 2018).

[3]Excluding investee companies, in the first quarter of 2019, Italgas installed about 363.5 thousand new meters, bringing the total number of installed meters to about 4.8 million, equal to approximately 63.4% of the entire meter fleet.