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Italgas: completed the acquisition from CPL Concordia of 6 companies active in South of Italy

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Milan, 31 May 2018 – Italgas has executed today the acquisition from CPL Concordia of a 98% stake in the capital of 6 companies operating in Southern Italy, which as a whole hold the concessions for the construction and management of the gas network in 16 municipalities.

The companies involved are Baranogas Reti, Ischia Reti Gas, Progas Metano, Grecanica Gas, Favaragas Reti and Siculianagas Reti. Concessions are already in operation in 4 municipalities, some of which are under construction, others to be built.

The overall value (Enterprise Value) of the assets involved in the transaction concluded today has been set at 16.7 million euros. Net of the debt, the amount paid to CPL Concordia for 98% of the share capital of the companies was 4.6 million euros.

The total investment for the construction of the networks amounts to approximately 95 million euros, partly financed by public subsidies. To date, works already carried out amount to approximately 32.5 million euros, gross of subsidies.

With today’s acquisition, 7 M&A operations have been completed between 2017 and 2018 – including the purchase of Seaside, one of the largest Italian Energy Service Companies – for a total of 138 new municipalities under concession, in line with the growth strategy announced to the market with the Strategic Plan 2017-2023 which, pending the launch of the tenders, provides for the development of the Group through the acquisition of small and medium-sized operators.

Italgas announces Moody’s decision to put rating under review

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Milan, May 31, 2018 – Italgas announces that, following the decision announced by Moody’s Investor Services to “review for downgrade” the Italian government bonds, a corresponding action has also been taken on the Company’s long-term rating, currently at Baa1 level, in consideration of the connection attributed with respect to the sovereign credit rating.

Italgas: approved results as at 31 March 2018

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Milan , 8 May 2018 – Italgas’ Board of Directors, chaired by Lorenzo Bini Smaghi, met yesterday and approved the consolidated (unaudited) results for 2018 first quarter.

Key figures

Consolidated economic and financial highlights:

  • Total revenue: €281.0 million (+1.0%)
  • EBITDA: €198.4 million (+2.7%)
  • EBIT: €112.4 million (+8.4%)
  • Net profit: €74.7 million (+4.5%)
  • Technical investments: €106.1 million
  • Net cash flow from operating activities: €241.2 million
  • Net financial debt : €3,656.2 million

Operating highlights including affiliates data:

  • Gas concessions: no. 1,695
  • Number of active meters: 7.5 million
  • Gas distribution network: more than 67 thousand Km

Italgas’ economic and financial results in the first three months of 2018 confirm the positive performance achieved in 2017, with further improvement in terms of margin; the investment programs and the closing of further acquisitions are in line with the targets announced with the Business Plan for 2017-2023.

Over 67 thousand kilometres of network managed, 7.5 million redelivery points served in 1,695 concessions, reaffirm the ltalgas’ leadership in Italy, with a market share that exceeds 34% and the third position in Europe.

Italgas – with €106.1 million deployed in organic investments in the first quarter – confirms the timing set in the Business Plan, with investments exceeding € 3 billion by 2023 on the current managed network. A significant portion of investments concerned the installation of smart meters replacing the traditional ones.

Having the target of completing the entire replacement programme in the first months of 2020, in the first quarter of 2018, about 470,000 new meters have been installed, bringing the total meters installed to approximately 3.6 million, equal to 44% of the entire meter fleet . The installation of the smart meters is part of the digitalisation project of the network for which over 40 pilot projects have been launched throughout the country, covering approximately 190 kilometers of distribution network and 20,000 smart meters.

The objective of consolidation of the sector, was efficiently pursued completing several corporate operations out of the six announced in 2017: acquisition of the business unit of Amalfitana Gas, of the distribution network of the municipality of Portopalo di Capopassero, of Ichunsa Gas, as well as of Enerco Distribuzione closed in December; at the beginning of April, the acquisition of Medea, the Sassari gas distribution company, was completed.

Furthermore, the completion of the acquisition of Seaside, one of the largest Italian Energy Service Companies, at the forefront in the offer of digital services, allows the Group to become a major player in the field of energy efficiency, a sector that offers multiple synergies with the activities of gas distribution.

The financial requirements related to the net investments in 1Q 2018 were fully covered by the positive cash flow from operating activities, amounting to €241.2 million, with a Free Cash Flow – before the M&A transactions -, of € 119.6 million.

Net financial position as of 31 March 2018 is equal to € 3,656.2 million, improving in comparison to 31 December 2017 (€3,720.3 million ).

With regards to the economic results, operating profits in the first quarter of 2018 reached €112.4 million (+ 8.4% compared to 31 March 2017) and net profit reached €74.7 million (+ 4.5% compared to the corresponding period of  the previous year).

Paolo Gallo, CEO of Italgas, commented:

“The results for the first quarter of 2018 show a positive performance of all the main economic indicators compared to the same period of last year, continuing the trend  of the results achieved in 2017. This is the proof of the Group’s great level of vitality which, while waiting for tenders, continues to strengthen its own competitiveness and pursue growth objectives through mergers and acquisitions. The investments made, in line with the business plan, were, for almost half of the amount, aimed at the installation of smart meters, which reached 44% of the total managed meters and which represent the first step in the process of digitalization of the networks launched in the 2017. In this scenario, the adoption of Cloud Azure, the result of the partnership agreement with Microsoft, represents the key factor for the digitalization of business processes and places the Italgas Group at the forefront of the European landscape of gas distributors also creating a model of reference even in the field of innovation”.

Italgas: appointment of the Officer responsible and verification of requirements of a Director

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Milan, 8 May 2018 – The Board of Directors of Italgas, which met yesterday chaired by Lorenzo Bini Smaghi, having heard the favourable opinion of the Board of Statutory Auditors, resolved to appoint Giovanni Mercante as the Officer responsible for the preparation of financial reports pursuant to art. 154-bis of Legislative Decree 59/98, to replace Claudio Ottaviano, who resigned to pursue a new professional path.

The Board of Directors also ascertained whether Federica Lolli, appointed as a Director by the Shareholders’ Meeting on 19 April 2018, meets the legal and independence requirements set forth in the Corporate Governance Code for Listed Companies. The Board of Statutory Auditors has confirmed that the criteria and the ascertainment procedures adopted to assess the independence requirements have been correctly applied.

Italgas: the Shareholders’ Meeting approves the 2017 financial statements and the proposed dividend

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Milan, 19 April 2018 – The Italgas Shareholders’ Meeting, held today in Milan in ordinary and extraordinary session under the chairmanship of Lorenzo Bini Smaghi, has examined the consolidated financial statements as at 31 December 2017, which reported a net profit of 292,766,000.00 euro.
690 shareholders, owner of n. 604.573.638 shares representing 74.7% of the share capital attended the Shareholders’ Meeting.
The Shareholders’ Meeting also approved the financial statements of Italgas S.p.A. as at 31 December 2017, which reported a net profit for the year of 174,152,350.78 euro, and resolved to distribute 0.208 euro as a dividend for each of the shares outstanding at the coupon payment date, and to allocate the remaining amount to retained earnings. The dividend will be payable from 23 May 2018, with coupon payment date set for 21 May 2018 and record date at 22 May 2018.
Furthermore, the Shareholders’ Meeting has voted, with a percentage higher then 98% of the attending shareholders, with a non-binding resolution, in favour of Section I of the Remuneration Report pursuant to article 123-ter CLF and has approved the 2018-2020 Co-investment Plan, under the terms and conditions described in the Information Document prepared pursuant to article 84-bis of the Issuers’ Regulations and made available to the public as set forth by law. More specifically, the Plan is aimed at promoting an increasingly greater alignment of management with the objectives of the Shareholders and long-term value creation.
The Shareholders’ Meeting also confirmed, as a Director, Ms. Federica Lolli, who was co-opted by the Board of Directors on 27 July 2017 to replace the outgoing Ms. Barbara Borra. Moreover, the Shareholders’ Meeting decided that Ms. Federica Lolli will remain in office until the expiration of the term of the current Board of Directors; said term coincides with the Shareholders’ Meeting called to approve the Financial Statements closed at 31 December 2018.
Ms. Lolli stated her eligibility to qualify as independent director and that she does not hold, as of today, shares in Italgas. The full text of the curriculum vitae of Mr Federica Lolli is available at the registered office and on the  website of the Company in the section https://www.italgas.it/en/governance/board-of-directors/index.html.
In the Extraordinary meeting, the Shareholders have approved, with a percentage higher then 98% of the attending shareholders, the proposal resulting from the 2018-2020 Co-investment Plan, to increase the share capital by a maximum amount of 4,960,000.00 euro, through the issue of no more than 4,000,000 new ordinary shares to be assigned free of charge, pursuant to article 2349 of the Italian Civil Code, for a corresponding maximum amount taken from retained earnings reserves, to be reserved for beneficiaries of the approved Plan, corresponding to employees of Italgas S.p.A. and/or Group companies.
Finally, the Extraordinary Shareholders’ Meeting approved the amendment to article 13 of the Company Bylaws concerning the procedures for electing the members of the Board of Directors through the slate voting system. In particular, such amendment is aimed at facilitating the work of the Shareholders’ Meeting, ensuring the rapid completion and, at the same time, the successful outcome of the procedure for appointing the Board of Directors, providing that, in the event that the majority slate does not present a sufficient number of candidates to ensure that the number of directors to be elected is reached, the remaining directors are drawn from the first minority slate or, if necessary, from subsequent slates, for positions not covered.
At today’s Shareholders’ Meeting, Italgas has also presented its Non-Financial Statement, i.e. the document intended to disclose information on non-financial issues. 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.

Italgas: completed the acquisitions of Medea, the Sassari gas company

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Milan, 6 April 2018 – Italgas has today completed the acquisition of 100% of Medea S.p.A., the gas distribution company of Sassari. The total value of the transaction has been set at EUR 24.1 million and has been paid cash in the amount of EUR 15.9 million and the remaining through taking charge of the debts of the Company.
Medea, based in the second largest city in Sardinia, currently serves around 13,000 customers, within a potential pool of around 30,000 users, and distributes on average every year a volume of gas exceeding 5 million cubic meters.
Sassari‘s distribution network, planned for easy conversion to natural gas, extends over 190 kilometres and is currently supplied with LPG.
Following its entry into the Italgas Group, Medea represents the main company base in Sardinia where Italgas presence also includes the assets of Ichnusa Gas, the recently acquired company that holds 12 concessions for the construction and operation of gas distribution networks in 81 municipalities on the island.
Paolo Gallo, CEO of Italgas, commented as follows:
“In Sardinia we are implementing an important part of the growth strategy set out in the 2017-2023 Industrial Plan. With the 200 million euros of investments already planned for the coming years, the gas areas managed by us will be equipped with innovative networks and services. We will exploit the best solutions that technology now makes available during the construction phase: digitization of networks, interconnections between different pools, smart meters, extensive use of optical fibre for data transmission will allow us to manage the networks according to innovative methods and criteria, while waiting for the realization of the infrastructures identified by the National Energy Strategy to bring natural gas to the region”.

Italgas acquires ESCo Seaside and enters the energy efficiency sector

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Milan, 13 March 2018 – Italgas has completed today the acquisition of 100% of Seaside, one of Italy’s main Energy Service Companies (ESCo) at the forefront in digital services offering thanks to its division specialized in Big Data, Business Intelligence and Machine Learning.
Seaside is certified according to the UNI CEI 11352 Standard, based in Bologna and serving a customer base of over 400 clients in Italy operates in different sectors: from large industry to SMEs, from service providers to public administration.
The overall valuation of the Seaside assets (enterprise value) has been set at 8.5 million euros.
Established in 2010, over the last two years Seaside has experienced a growth trend that has more than doubled its productivity indicators. The Company estimates that the financial year 2017 will close with revenues of about 13 million euro and an Ebitda of about 2.6 million euro.
The Chief Executive Officer of Italgas, Paolo Gallo, commented as follows:

 

“The acquisition of Seaside, as we announced in the 2017-2023 Business Plan, responds to the strategic decision of having a specialized know-how in the field of energy efficiency. The inclusion of the company in the Italgas Group will bring important benefits. In addition to the availability of a portfolio of innovative projects capable of generating energy savings, Italgas will also be able to offer local communities efficiency initiatives at the moment of the gas tenders. After the presentation of the 2017 financial statements yesterday, with the acquisition of Seaside Italgas confirms its commitment to invest in development and technological innovation in order to offer a better service to the country’s system and to all customers”.

Italgas: Board of Directors calls the Shareholders’ Meeting on 19 April 2018

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Milan, 12 March 2018 – Italgas’ Board of Directors, which met today chaired by Mr. Lorenzo Bini Smaghi, has convened the Ordinary and Extraordinary Shareholders’ Meeting on 19 April 2018, in a single call, to resolve, (i) in the ordinary session, on the approval of the 2017 financial statements, allocation of profits, the remuneration policy, the 2018-2020 co-investment Plan and the appointment of a Director; and (ii) in the extraordinary session, on a free share capital increase, for a maximum amount of 4,960,000 euros, for Italgas S.p.A and/or the Group subsidaries’ employees, as well as on the amendment to article 13 of the Company Bylaws concerning the procedures for electing the members of the Board of Directors through the slate voting system.

In particular, the Board of Directors resolved to propose to the Shareholders’ Meeting the distribution of a dividend of € 0.208 per share. The dividend will be paid on 23 May 2018, while the ex-dividend date will be 21 May 2018 (record date 22 May 2018).

The Board will submit to the Shareholders’ Meeting the proposal for free share capital increase for a maximum nominal amount of 4,960,0000 euros, through the allocation of a corresponding maximum amount taken from the retained earnings reserve on the basis of article 2349 of the Italian Civil Code, with the issuing of no more than 4,000,000 ordinary shares to be reserved exclusively for the beneficiaries of the Plan, i.e. Italgas S.p.A and/or the Group subsidaries’ employees.

The Board of Directors will submit to the Shareholders’ Meeting the confirmation of Ms Federica Lolli as Independent Director, who was co-opted by the Board of Directors on 27 July 2017 in replacement of Ms. Barbara Borra following her resignation.

The Board of Directors also selected Georgeson as the person chosen by the Company – in accordance with art. 135-undecies of the CLF – to whom shareholders may confer proxies, at no additional expense, to participate in the Meeting.

Finally, the Board of Directors carried out its own control and evaluations in accordance with application criteria no. 1.C.1 letter g) of the Corporate Governance Code and furthermore assessed the independence of its Directors, pursuant to art. 148, subsection 3, of Legislative Decree no. 58/1998.

The Board of Statutory Auditors verified that all its members met the independence requirements specifiedin application of the Corporate Governance Code.

The 2017 Annual Financial Report, the 2018 Remuneration Report, the information document on the co-investment Plan, the Corporate Governance and Share Ownership Report 2017 and the non-financial statement will be available for further reference according to law.

Italgas: completed the acquisitions from Amalfitana Gas and AEnergia Reti

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Milan, 31 January 2018 – Italgas has completed the acquisitions of the Amalfitana Gas and AEnergia Reti company branches concerning, respectively, the natural gas distribution activities in three ATEMs in Campania and Basilicata, two regions in Southern Italy, and the distribution network of the Municipality of Portopalo di Capopassero (Syracuse).

Amalfitana Gas – The assets acquired include 12 gas concessions in as many municipalities, about 330 kilometres of network in operation and supplies over 22,000 customers. In particular, the municipalities that now are managed by Italgas are Somma Vesuviana, Viggiano, Baronissi, Calvanico, Pellezzano, Fisciano, Siano, Oliveto Citra, Contursi Terme, Montesano sulla Marcellana, Monte San Giacomo, Athena Lucana.

The deal value, equal to about €21 million, paid entirely in cash, includes the value of the going concern of 18.5 million and additional works carried out by Amalfitana Gas of about 2.5 million executed at closing date.

AEnergia Reti – In Portopalo di Capopassero the network extends for about 35 kilometres and reaches a pool of about 1,400 potential users. The deal value amounted to 2.2 million euro, also paid in cash.

Both transactions are in line with the growth strategy set out in the 2017-2023 Business Plan, allowing Italgas to furtherly strengthen its role in Southern Italy, where the historic presence of the company will enhance significant synergies with the assets currently managed and, by implementing important investments in the territory concerned, it will give a renewed stimulus to the process of natural gas distribution to areas that are not yet reached by the service.

Italgas: 2018 financial calendar

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Milan, 25 January 2018 – Italgas announces the financial calendar and the dates of the publication of its 2018 financial results as approved by the Board of Directors: 

calendario_en

* Press release and conference call for the presentation of results to the financial community at the end of the Board of Directors’ meeting.

** Press release will be issued at the end of Shareholders’ meeting.

*** Press release will be issued in the morning (non trading hours); the conference call/Strategy presentation for the presentation of results to the financial community will be held in the afternoon on the same day.

The dividend for the 2017 financial year will be paid on 23 May 2018 (record date 22 May 2018) with coupon payment date 21 May 2018.

A road show to present the company’s objectives as established in the 2018-2024 Strategic Plan to institutional investors and financial analysts is scheduled to start in June 2018.

Any amendment to the above calendar will be notified to the market in due time.