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Italgas: 500 million euro bond issuance successfully completed

 

Milan, 17 June 2020 – Today Italgas S.p.A. (rating BBB+ by Fitch, Baa2 by Moody’s) successfully priced a new fixed rate note, with June 2025 maturity for an amount of 500 million euros with an annual coupon of 0.250% under its EMTN Programme (Euro Medium Term Notes).

Today’s issuance provides a pre-funding for the financial needs linked to the Group growth strategy, confirms the solidity of its business model and the capacity to attract funds at competitive conditions.

The transaction has gathered a demand of almost 2 billion euros from a high quality and geographically diversified investor base.

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

The bond will be listed on the Luxembourg Stock Exchange.

Details are as follows:

Amount: 500 million euro

Maturity: 24 June 2025

Annual coupon: 0.250%

Issue price: 99.205%

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States, in Australia, Canada and Japan and in any jurisdiction in which such offer or sale would be unlawful and is not for publication or distribution in any such jurisdictions.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 securities 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.

Italgas: the Board of Directors examines the expected performance of operations in 2020 and the expected impact on business of the Covid-19 emergency

 

Milan, 11 June 2020 – The Italgas Board of Directors met yesterday under the chairmanship of Alberto Dell’Acqua to examine the expected operating performance in 2020 and the impact on business of the Covid-19 emergency.

 

Guidance 2020

• Revenues: more than €1.3 billion
• EBITDA: € 960-980 million
• EBIT: € 530-550 million
• Capex: more than € 700 million
• Net Debt: approximately € 4.5 billion[1]
• Leverage: approximately 60%

The performance achieved in recent months and the speed at which almost all the network construction sites have resumed their activities demonstrate the Company’s ability to react using all the new technologies developed by the Digital Factory.

The effects of the ongoing digital transformation are now very clear: more efficient remote management of the network and increased control on the territory served with the use of innovative technologies such as “gas leakege detection”, “shareview”, “work on site”. All this has made possible to guarantee the continuity and security of essential services in all the municipalities served.

Thanks to the use of the cloud and the availability of digital tools for all staff, the Company reduced staff mobility and adopted the smart way of working all over the territory ensuring people’s health and safety.

In this first part of the year the Company also achieved a series of important objectives; Italgas

– was awarded the tender for the Atem of Belluno, which is equivalent to an immediate growth of about 40,000 pdr served and another 38,000 in the future;

– was included in the shortlist of candidates in the international tender for the purchase of DEPA Infrastructure S.A., the Greek company that controls the country’s natural gas distribution activities;

– acquired from AEG Coop 15% of the company Reti Distribuzione, which operates in 49 municipalities in Piedmont, mainly in Ivrea and the surrounding areas;

– had its credit rating confirmed by Fitch, despite the that Italy’s sovereign credit rating has been downgraded.

Conference call – A conference call will be held at 3:00 p.m. CET today to update the financial community on the performance of operations in 2020 and the expected impact on operations of the Covid-19 emergency. The presentation can be followed by audio webcasting on the Company website (www.italgas.it). In conjunction with the launch of the conference call, the presentation support material will also be made available in the Investor Relations/Presentations section of the website.

[1] The net financial debt expected for 2020 does not consider financial debt for leasing pursuant to ex IFRS 16. Their estimate is substantially in line with the values expressed at 31 December 2019.

Plans for extending the networks to serve additional 17 new municipalities, on top of the 34 currently served with methane, increasing the number of users served from 47 thousand to about 85 thousand.

 

 

Milan, 3 June 2020 – The Belluno contracting authority has officially awarded Italgas the tender for the 12-year concession of the natural gas distribution service in the “Belluno” area. The concession awarded allows Italgas to increase the number of users served by approximately 40,000 units.

In the area there are currently 34 methanized municipalities, served by approximately 990 kilometres of networks, for a total of 47,000 end users and a RAB of over 43 million euro.

In its offer Italgas planned investments of approximately 135 million euro aimed at extending the networks – for over 300 km – to areas not reached by the service yet, at completely digitizing the existing infrastructures, at improving the quality and safety of the service and at executing energy efficiency interventions on over 60 public buildings. With the extension of the network, 17 new municipalities will be methanized, giving more than 38,000 end-users the possibility to connect to the natural gas distribution network.

Such investments will generate a strong boost for the local economy, with effects in terms of employment, and the extension of the service to new territories will also guarantee significant savings in bills and a substantial reduction in polluting emissions.

“The awarding of the Atem Belluno to Italgas – commented the Company’s CEO, Paolo Gallo – is a further confirmation of how the tenders bring significant advantages to the territory. 135 million euros earmarked for investments in new networks, their digitization, energy efficiency, improving the service where it already exists, and bringing it to new municipalities, are a demonstration of how Italgas can contribute to the development of a territory at a particularly difficult time for the country”.

Changes to Italgas’ calendar of corporate events

Postponed Strategic Plan 2020-2026 and third quarter results presentations

Milan, May 28, 2020 – Italgas informs that considering the epidemiological emergency caused by the Covid-19, the presentation of the Strategic Plan 2020-2026 to the financial community was postponed to October 30, 2020. On the same date the 2020 third quarter results will be presented.

The 2020-2026 Strategic Plan will be submitted to the Board of Directors for approval at the meeting held on October 29, 2020, already scheduled to approve the third quarter results.

On June 11, 2020 at 3 p.m. a conference call will be held to update the financial community on the 2020 performance and on the expected impact of Covid-19 emergency.

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

• Approved 2019 Financial Statements
• Dividend of 0.256 € per share (+9.4% compared to the previous year)
• Positive resolution on the 2020 remuneration policy and compensation paid
• Appointed Deloitte & Touche S.p.A. to audit the accounts for the period 2020-2028.

 

Milan, 12 May 2020 –  Italgas’ Ordinary Shareholders’ Meeting was held today in Milan under the chairmanship of Alberto Dell’Acqua, recording an attendance figure of 77.17% of the share capital.

“In the health emergency we are going through – Italgas President Alberto Dell’Acqua underlined – I want to take the opportunity of this meeting to ideally thank all Shareholders for having shared our choice to play an active role in supporting the structures invested by the unpredictable shock wave of the Covid-19. We have granted aid to a number of hospitals, from North to South of the country, and to the Civil Protection Dept. conscious that each one of us – employees, company, management and Shareholders – is called to do its best to help protect and rebuild the future of the communities that we have been privileged to serve for over 180 years”.

Paolo Gallo, CEO of Italgas, commented as follows:

 “I would like to express my appreciation, that of the Board of Directors, as well as my thanks to the Italgas Shareholders for their large participation in today’s Shareholders’ Meeting despite the unusual way it had to be held. Having deliberated in accordance with the proposals presented confirms a unity of intent and a shared vision of the company and its objectives. The economic and financial strength of the Group and its growth prospects have evidently allowed the approval of the proposed dividend of €0.256 per share, up by more than 9% compared to the previous year, whereas the hard times the country is going through have led other companies to revise some objectives and especially the remuneration policy for shareholders”.   

Pursuant to Article 106, paragraph 4, of Decree Law no. 18 of March 17, 2020, the Shareholders’ Meeting was attended exclusively by the Designated Representative pursuant to Article 135- undecies of Legislative Decree no. 58 of February 24, 1998 (“TUF”).

The Shareholders’ Meeting:

• examined the consolidated financial statements of the Italgas Group at 31 December 2019, ended with a net profit attributable to the Group of € 2 million (€ 313.7 million as at 31 December 2018) and an adjusted net profit attributable to the Group of € 345.2 million (€ 315.5 million as at 31 December 2018);
• approved the Financial Statements as at 31 December 2019, ended with profits of € 223.6 million; (€ 7 million di euro as at 31 December 2018;
• resolved to distribute 0.256 euro per share (+9.4% compared to the previous year) as a dividend for a total of 207,138,688.51 euro and to carry forward the remaining amount of 16,485,355.94 euro. The payment of the dividend due on each share from 20 May 2020, with coupon no. 3 on 18 May 2020 and a record date of 19 May 2020.

The Shareholders’ Meeting also approved the consensual resolution to appoint the independent auditors PricewaterhouseCoopers S.p.A. and to appoint Deloitte & Touche S.p.A. as independent auditors for nine financial years, specifically for the financial years ended 31 December 2020 to 2028.

With reference to the 2020 remuneration policy and compensation paid, the Shareholders’ Meeting approved Section I called “Remuneration Policy 2020”, pursuant to Article 123-ter, paragraph 3-ter, of the TUF, with a binding vote, and expressed a favourable opinion with a consultative and non-binding vote on Section II, pursuant to Article 123-ter, paragraph 6, of the TUF.

The Long-term Monetary Incentive Plan 2020-2022 was also approved, under the terms and conditions described in the Information Document made available to the public in the manner prescribed by law. This is a tool designed to promote further alignment of management to the interests of shareholders and the sustainability of long-term value creation.

Finally, at today’s Shareholders’ Meeting, Italgas has also presented its 2019 Non-Financial

Statement, the document describing the Company’s commitment to CSR issues, its business model and the policies applied with regard to environmental, social and personnel-related activities, respect for human rights and the fight against active and passive corruption. In compliance with the indications set out in the Legislative Decree no. 254/2016, the Non-Financial Statement was drawn up in a separate and autonomous document, submitted to the audit of the independent auditors PWC S.p.A., presented by the Sustainability Committee and approved by Italgas Board of Directors.

Milan, 30 April 2020 – Italgas announces that Fitch Ratings has affirmed the Company’s Long-Term Issuer Default Rating (IDR) at ‘BBB+’ with Stable Outlook, despite the downgrading on April 28 of the sovereign rating of Italy (BBB-/Stable), reflecting Company’s ring-fencing from the macro-economic shock.

The assessment by Fitch is based on the “negligible volume and price risk, good regulatory visibility (the current regulatory period covers the period 2020-2025)” as well as on the Company’s solid business profile: Fitch expects “Italgas to confirm its strategic and financial targets” and highlights that, as a consequence of a low counterparty risk and Company’s insulation from gas demand volumes volatility, it does not foresee any negative impact on working capital.

The Stable Outlook also reflects Italgas’s importance for the Italian gas sector and wider economy thanks to its large infrastructure investment plans.

Milan, 29 April 2020 – The Italgas Board of Directors, which met today, chaired by Alberto Dell’Acqua, has approved the consolidated results as at 31 March 2020 (unaudited).

 

Key figures

Consolidated economic and financial highlights[1]:

• Total revenues: 327.1 million euros (+5.2%)

• Gross operating margin (EBITDA): 227.3 million euros (+3.7%)
• Net profit[2]: 74.9 million euros (-13.2%)

• Technical investments: 206.0 million euros (+35.2%)
• Cash flow from operating activities: 174.2 million euros

• Net financial debt[3]: 4,450.5 million euros

Operating highlights including affiliates:

• Municipalities in gas distribution concessions: 1,839

• Number of active meters: 7.7 million
• Gas distribution network: around 72,000 Km

Performances in the first quarter of 2020 – despite the significant impacts of Resolution no. 570/2019/R/gas – demonstrate the ability of our company to keep sound economic – financial results thanks to the actions taken in the last three years.

The 206.0 million euros invested over the period (up +35.2% compared to the first quarter of 2019) were devoted to digital transformation, development and modernisation of the networks. Such an effort is confirmed by the related physical data: around 310 km of new pipelines laid versus around 170 km in 2019. Construction of the distribution networks continued in Sardinia, with the laying down of around 165 km of new networks, for a total of more than 630 km on a total of about 1.100 km to build.

Also considering affiliates, the replacement of traditional meters continued, with 0.28 million smart meters installed, bringing the total number of smart meters installed as at the end of the first quarter of 2020 to around 7 million[4].

The smart meter installation plan, which is expected to be concluded in 2020, is part of the wider project for the digital transformation of the entire network managed. To date, this project has already upgraded the technology of over 400 distribution networks.

The financing requirements related to net investments for the first quarter of 2020 were partially covered by the positive cash flow from operating activities, equal to 174.2 million euros, with a negative Free Cash Flow – before M&A activities – of 33.6 million euros.

The net financial position as at 31 March 2020 was 4,450.5 million euros (4,410.6 million euros at 31 December 2019), net of financial liabilities pursuant to IFRS 16 of 76.3 million euros (74.7 million euros at 31 December 2019).

The EBITDA of the first quarter of 2020 amounted to 227.3 million euros (up 3.7% compared to 31 March 2019) and net profit was 74.9 million euros (down 13.2% compared to the same period of the previous year).

The so-called “Coronavirus Emergency” unfolded in Italy in February in relation to the spread of infection across the whole of Italy and the necessary emergency measures taken by the Health and Government Authorities to contain the spread.

The Company set up a Crisis Committee in the hours immediately following the onset of the first cases. In the light of the measures and indications of the competent authorities, this committee continually monitors the developments of the crisis and takes appropriate measures while ensuring the continuity and efficiency of essential and necessary services, focusing in particular on emergency intervention services.

To protect the health and safety of its people, the Company has adopted a series of initiatives aimed at limiting the mobility of personnel and contractors to the company’s premises, heavily adopting smart working and suspending travel of personnel around the country. In compliance with the emergency measures issued by the Authorities, only work considered to be essential is covered, and all worksite activities have been suspended. Technical staff assigned the task of carrying out work off the company premises, where provided for under current provisions, have been equipped with the necessary personal protection equipment required in order to ensure their safety.

With reference to the impacts, including potential ones, on revenues, costs, investments and cash flows expected as a result of the limitations imposed by the Coronavirus Emergency, the Company has not found any evidence to date to suggest significant negative effects on the 2020 results.

The company is currently unable to estimate the potential material negative effects on the economic, financial and equity outlook of the years to follow, should the situation last significantly longer.

Paolo Gallo, CEO of Italgas, commented:

The global emergency Covid-19 that has hit us in recent weeks has seen all the people of Italgas react with great determination to ensure the country’s continuity of service. Thanks to the digital transformation already achieved, we have been able to use all those innovative technologies such as “gas leakage detection”, “shareview”, “work on site”, to manage our network remotely, enhancing controls on the territory. And thanks to the cloud and the availability of digital tools to all the staff, remote work has met no problems. All the digital technologies developed by us will allow us to resume our daily activities in absolute safety in Phase 2, giving priority to remote management.

I am particularly proud of the response we have given as individuals and as a Company to the emergency collecting and devolving significant economic resources in support of hospitals and Civil Protection: in a particularly difficult time for the country everyone has to do their part.

 

The investments, in the first quarter of the 2020, have exceeded 200 million euros, with an increase of 35.2% compared to last year. A commitment that today translates into a further impulse and stimulus in view of “Phase 2″ for the revival of Italy.

Until the lockdown, our plans have allowed us to lay over 300 kilometers of new networks, of which 165 “digital native” in Sardinia. We have now built more than 600 kilometres of new networks on this island and we are ready to feed with natural gas the first networks at the service of some municipalities, with a significant economic benefit to the economy and the local population.

 

Despite a tariff regulation in force from 1 January, particularly disadvantageous, Italgas has shown to be able to achieve solid results thanks to all the initiatives launched in recent years: the operating profit, of 122.9 million euros, is consistent with the figure achieved in the same period of last year, net profit amounted to around 75 million, with a drop compared to the corresponding period of the previous year.

 

We are even more determined to leverage the digital transformation of our networks, business processes, so that our people with the most innovative tools can face the challenges that lie ahead in the coming months.

[1] This press release uses alternative performance indicators, including EBITDA (gross operating margin, calculated by subtracting operating costs from earnings), EBIT (operating income before taxes, calculated by subtracting  operating costs, depreciation and amortisation and write-downs from earnings) and Net financial debt (calculated as the sum of short- and long-term financial debt, net of cash and cash equivalents and financial liabilities for leases pursuant to IFRS 16). The NON-GAAP financial statement must be considered complementary and does not replace the information prepared in accordance with the IAS-IFRS.

[2] Net Profit means net profit attributable to the Italgas Group net of the portion pertaining to third parties.

[3]The net financial debt as of 31 March 2020 does not consider financial liabilities for leases pursuant to IFRS 16 for 76.3 (74.7 million euros as at 31 December 2019).

[4] Excluding affiliates, as at 31 March 2020, Italgas has installed 0.27 million new meters, of which 0.22 million to replace traditional ones, bringing the current total of smart meters to 6.96 million, corresponding to 82% of the entire stock.

Milan, April 16, 2020 – In accordance with Consob Communication no. 3 of April 10, 2020, in addition to the notice of call of the ordinary shareholders’ meeting of Italgas S.p.A. previously published on April 10, 2020, it should be noted that any individual proposals for resolutions on the items on the agenda pursuant to art. 126-bis, subsection 1, last sentence of the CLF, which must be submitted to the Company at least fifteen days before the Shareholders’ Meeting, i.e. by 27 April 2020, by certified e-mail to the address italgas.assemblea@pec.italgas.it, will be published by the Company on its website www.italgas.it (“Governance” – “Corporate Governance System” – “Shareholders’ Meeting 2020” section) in order to allow shareholders to vote by proxy through the Designated Representative on each resolution proposal published.”

Milan, 10 April 2020 – Italgas’ Board of Directors, which met today chaired by Mr. Alberto Dell’Acqua, convened the Ordinary Shareholders’ Meeting on 12 May 2020, in a single call, to resolve on the 2019 Financial Statements, allocation of profits, the remuneration policy and compensation paid, the long-term monetary incentive plan 2020-2022, as well as the consensual termination of the statutory auditor’s assignment and the conferment of the new mandate for the period 2020-2028.

In particular, the Board of Directors resolved to propose to the Shareholders’ Meeting the distribution of a dividend of 0.256 euros for each of the shares entitled to receive. The dividend will be paid on 20 May 2020, with coupon payment date 18 May 2020 (record date 19 May 2020).

In consideration of the current health emergency, taking into account the regulations issued for the containment of contagion, the Company decided to apply the option provided for by Article 106, paragraph 4, of Decree Law no. 18 of 17 March 2020, establishing that participation to the Shareholders’ Meeting by those entitled may only take place through Georgeson S.r.l., with registered office in Rome, Via Emila 88, which has been confirmed as the representative appointed by the Company pursuant to Article 135-undecies of Legislative Decree no. 58 of 24 February 1998 (“TUF”).

The Board of Directors carried out its own control and evaluations in accordance with the Legislative Decree no. 58/1998 and the Corporate Governance Code. The Board of Statutory Auditors verified that all its members met the independence requirements specified in application of the Corporate Governance Code.

The 2019 Annual Financial Report, the 2020 Remuneration Report, the Corporate Governance and Share Ownership Report 2019, the non-financial statement 2019, the information document on the long-term monetary incentive plan 2020-2022, as well as the reports on the items on the agenda will be available for further reference according to law.