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Italgas: consolidated results as at 31 march 2025 approved

Posted on by ldiclemente

Milan, 7 May 2025 – The Italgas’ Board of Directors, which met yesterday, chaired by Benedetta Navarra, has approved the consolidated results as at 31 March 2025.

Highlights1

  • Total revenues and other income adjusted: 459.3 million euro (+6.5%)
  • EBITDA: : 399.7 million euro (+22.7%)
  • Adjusted EBITDA: 345.3 million euro (+6.0%)
  • Adjusted EBIT: 225.4 million euro (+17.0%)
  • Net profit attributable to the Group: 168.7 million euro (+43.5%)
  • Adjusted net profit attributable to the Group: 132.6 million euro (+12.8%)
  • Technical investments: 165.7 million euro
  • Cash flow from operating activities: 412.1 million euro
  • Net financial debt (excluding the effects pursuant to IFRS 16 and IFRIC 12): 6,466.8 million euro
  • Net financial debt: 6,555.9 million euro

 

 

Italgas also begins the 2025 financial year with the growth that has distinguished the Group since its return to the Stock Exchange in November 2016, as confirmed by all economic indicators.

With the completion of the acquisition of 2i Rete Gas on 1 April, Italgas became the European leader in gas distribution, changing the face of a historically fragmented sector. Today, it represents a player capable of strengthening the country’s energy security, accelerating the achievement of decarbonisation targets and continuing to create value for all stakeholders.

The integration process of 2i Rete Gas into the Italgas Group has begun, in line with the 2024-2030 Strategic Plan: the initial phase is focused on the corporate and information systems integration to quickly deliver the first synergies. At the same time, a digitisation programme of 2i Rete Gas network and plants is being launched, together with the implementation of artificial intelligence initiatives aimed at improving performance and service quality on a large scale.

In the first quarter of 2025, the Italgas Group reported total revenues and other income adjusted of 459.3 million euro, an increase of 6.5%, while adjusted EBITDA grew by 6.0% to 345.3 million euro, despite the significant reduction in WACC.

Cash flow from operating activities, equal to 412.1 million euro and increasing by 70.5 million euro compared to the corresponding period in 2024, more than ensured full coverage of investments and explained the reduction in net financial debt by more than 200 million euro in the quarter. Specifically, the technical investments in the first three months of 2025 reached 165.7 million euro, with the construction of approximately 140 km of gas distribution networks aimed at strengthening the service in the concession areas. Furthermore, the digital transformation activities continued, with the application of cutting-edge technologies capable of further evolving management towards increasingly advanced remote operation and automation of processes.

In the water sector, the activity focused on the integration of the Group’s companies, with the aim of increasing operational efficiency, reducing network losses by means of the technological upgrade of the plants and improving the quality of service.

Finally, in the energy efficiency sector, the foundations were laid for a technologically advanced and tailor-made offer for the industrial sector, large condominiums and public administration, featuring solutions designed to guarantee efficiency and energy saving.

 

Paolo Gallo, CEO of Italgas, commented:

 

“Following an exceptional 2024, the new year has also begun with growth and resilience for our Group. A path that found completion during the quarter and resulted, with the closing of the 2i Rete Gas acquisition, in the emergence of the new leading gas distribution operator in Europe.

 

The financial and economic indicators showed further improvement, in many cases with double-digit growth. Among the key results, Adjusted EBITDA rose by 6%, reaching 345.3 million euro, while the Group’s Adjusted Net Profit exceeded 130 million euro, marking a 12.8% increase compared to the first quarter of the previous year. More than 160 million euro have already been invested, providing further impetus to the development and digital transformation of networks and systems.

 

The challenge that awaits us in the coming months is to quickly seize all the opportunities arising from the acquisition of 2i Rete Gas, identify new ones and carry out the digital upgrade of the 72,000 kilometers of networks acquired with the aim of creating value for all our stakeholders, investors and communities served.”

1 The financial information as at 31 March 2025 does not include data from the 2i Rete Gas Group, as the acquisition was completed on 1 April 2025.

Italgas: slates filed for renewal of the corporate bodies. Shareholder CDP Reti s.p.a. submits a resolution proposal pursuant to article 126-bis, subsection 1, penultimate sentence of the CLF

Posted on by adigiuseppe

Milan, April 22, 2025 – Italgas announces that 3 lists of candidates for the Board of Directors and 3 lists of candidates for the Board of Statutory Auditors have been filed, in view of the Shareholders’ Meeting of 13 May 2025, convened in a single call, which will renew the corporate bodies.

The shareholders CDP Reti S.p.A. and Snam S.p.A., jointly holding a total of 39.42% of the share capital of Italgas, filed 1 joint slate of candidates for the office as members of the Board of Directors:

  1. Paolo Ciocca, (Chairman) (*)
  2. Paolo Gallo (**)
  3. Qinjing Shen
  4. Cecilia Andreoli (*)
  5. Fabio Barchiesi
  6. Costanza Bianchini (*)
  7. Erika Furlani (*)
  8. Alessandra Bucci (*)
  9. Aldo Mancino (*)

(*) Candidate who declared to meet the independence requirements pursuant to Articles 147-ter, paragraph 4, and 148, paragraph 3, of Legislative Decree No. 58 of 24 February 1998 (CLF), and Article 2 of the Corporate Governance Code.

(**) Candidate possessing the specific professional expertise required for the role of Chief Executive Officer.

The aforementioned Shareholders, in line with the recommendations of the Corporate Governance Code and the explanatory report of the Board of Directors of Italgas concerning item 4 on the agenda — appointment of the Board of Directors — highlighted that the proposed candidates take into account the “Guidelines of the Board of Directors of Italgas S.p.A. to Shareholders on the future size and composition of the new Board of Directors” (approved on 12 February 2025), as well as Italgas’ “Diversity of Corporate Bodies Policy” (approved on 24 January 2019 and most recently updated on 13 June 2023).

The shareholder CDP Reti, holder of 25.96% of Italgas’ share capital, also filed 1 slate of candidates for the position of members of the Board of Statutory Auditors:

for the office of Standing Auditor:

  1. Eliana Quintili (*) (**)
  2. Maurizio Di Marcotullio (*) (**)

for the office of Alternate Auditor:

  1. Stefano Podda (*) (**)

(*) Candidate enrolled in the register of external auditors who has declared to have worked on legal audits for a period of no less than three years.

(**) Candidate who declared possession of the independence requirements pursuant to article 148, subsection 3, letters b) and c) of CLF and of article 2 of the Corporate Governance Code.

The shareholder Inarcassa Cassa Nazionale di Previdenza ed Assistenza per gli Ingegneri ed Architetti Liberi Professionisti (“Inarcassa”), holder of 1.372% of Italgas’ share capital, filed 1 slate of candidates for office as members of the Board of Directors and 1 list of candidates for office as members of the Board of Statutory Auditors.

The list of candidates for the position of members of the Board of Directors submitted by Inarcassa is composed of:

  1. Gianmarco Montanari (*)
  2. Alessandra Faella (*)

(*) Candidate who declared to meet the independence requirements pursuant to Articles 147-ter, paragraph 4, and 148, paragraph 3, of the CLF and Article 2 of the Corporate Governance Code.

The list of candidates for the position of members of the Board of Statutory Auditors presented by Inarcassa consists of:

for the office of Standing Auditor:

  1. Giulia Pusterla (*) (**)

for the office of Alternate Auditor:

  1. Maurizio De Filippo (*) (**)

(*) Candidate enrolled in the register of external auditors who has declared to have worked on legal audits for a period of no less than three years.

(**) Candidate who declared possession of the independence requirements pursuant to article 148, subsection 3, letters b) and c) of CLF and of article 2 of the Corporate Governance Code.

Some institutional1 investors, collectively holding 1.11726% of the share capital, submitted 1 joint list of candidates for the position of members of the Board of Directors and 1 joint list of candidates for the position of members of the Board of Statutory Auditors.

The list of candidates for the position of members of the Board of Directors submitted by the institutional investors is composed of:

  1. Alessandra Ferrari (*)
  2. Maria Beatrice Francesca Gerosa (*)
  3. Luciano Carbone (*)

(*) Candidate who declared to meet the independence requirements pursuant to Articles 147-ter, paragraph 4, and 148, paragraph 3, of the CLF and Article 2 of the Corporate Governance Code.

The list of candidates for the position of Statutory Auditors submitted by institutional investors is composed of:

for the office of Standing Auditor:

  1. Francesco Fallacara (*) (**)

for the office of Alternate Auditor:

  1. Maria Federica Izzo (*) (**)

(*) Candidate enrolled in the register of external auditors who has declared to have worked on legal audits for a period of no less than three years.

(**) Candidate who declared possession of the independence requirements pursuant to article 148, subsection 3, letters b) and c) of CLF and of article 2 of the Corporate Governance Code.

***

 

Resolution proposal of the shareholder CDP RETI S.p.A. pursuant to article 126-bis, subsection 1, penultimate sentence of the CLF

 

In relation to the items on the agenda of the Shareholders’ Meeting of Italgas, convened for 13 May 2025, the shareholder CDP Reti S.p.A. submitted a resolution proposal, pursuant to article 126-bis, subsection 1, penultimate sentence of the CLF, with reference to point 4, sub 4.3 on the agenda “Appointment of the Chairman of the Board of Directors” proposing the “Appointment of Paolo Ciocca, as Chairman of the Board of Directors.”

 

***

The lists and the related documentation required by applicable regulations are available to the public at the registered office of Italgas in Milan, Via Carlo Bo 11, on the Company’s website (www.italgas.it, under the “Investors” – “Governance” – “Shareholders’ Meeting” – page section  “Shareholders’ Meeting: 13 May 2025”) on the authorized storage mechanism “eMarket STORAGE” at www.emarketstorage.com.

1Anima Sgr S.p.A., manager of the Anima Iniziativa Italia fund; Arca Fondi Sgr S.p.A., manager of the Fondo Arca Azioni Italia fund; BNP Paribas Asset Management; Eurizon Capital S.A., manager of the Eurizon Fund sub-funds: Italian Equity Opportunities and Equity Italy Smart Volatility, as well as Eurizon Next 2.0 sub-fund Strategia Azionaria Dinamica, and Epsilon Fund sub-funds: Enhanced Constant Risk Contribution, Euro Q-Equity, Q-Flexible, QMultiasset ML Enhanced; Eurizon Capital SGR S.p.A., manager of the funds: Eurizon Am Rilancio Italia Tr, Eurizon PIR Italia Azioni, Eurizon Azioni Italia, Eurizon Rendita, Epsilon Qvalue, Epsilon Qreturn, Epsilon Dlongrun, Epsilon Qequity, Eurizon Progetto Italia 70 and Eurizon Progetto Italia 40; FAM Series UCITS ICAV, manager of the funds: Dynamic Profile Fam IV, Dynamic Profile Fam, Dyn Pro Fin Am Fund II, and Dynamic Profile Fam I; Fidelity Funds – Italy; Kairos Partners Sgr S.p.A. as Management Company of Kairos International Sicav – Key sub-fund; Mediolanum International Funds Limited – Challenge Funds – Challenge Italian Equity; Mediolanum Gestione Fondi Sgr S.p.A., manager of the funds: Mediolanum Flessibile Futuro Italia and Mediolanum Flessibile Sviluppo Italia.

The Shareholders’ Meeting approves the proposal for a Rights Issue

Posted on by ldiclemente

The Shareholders’ Meeting approves the proposal for a Rights Issue for a maximum total amount of €1,020 million, as well as the 2025–2027 IGrant Employee Share Ownership Plan, the Stock Grant Plan, and the related capital increases to service them.

Milan, 10 April 2025 – The Ordinary and Extraordinary Shareholders’ Meeting of Italgas was held today in Milan under the chairmanship of Benedetta Navarra, with 79.43% of the share capital represented.

The Shareholders’ Meeting, in its extraordinary session, approved the proposal for a share capital increase for payment and in divisible form for a total maximum amount of 1,020 million euros (including any share premium), through the issue of ordinary shares, with regular dividend rights and having the same characteristics as those in circulation, to be offered as an option to the Company’s Shareholders in proportion to the number of shares held pursuant to Article 2441, paragraph 1, of the Civil Code, to be paid in cash (the “Rights Issue”). The Shareholders’ Meeting granted the Board of Directors full authority to define the terms and conditions of the Rights Issue, including the issue price, any share premium, the final amount of the Rights Issue, and the number of newly issued shares to be offered to shareholders, with the discretion to determine the timing of the Rights Issue.

As already communicated to the market, the Rights Issue is intended to serve the acquisition of 2i Rete Gas S.p.A., completed on April 1st, 2025 (the “Transaction”), and will allow to reduce the net financial debt of the Italgas Group (the “Group”) post-Transaction (and consequently the ratio between the net financial debt and the RAB), consistently with the current rating.

Furthermore, the Shareholders’ Meeting, in its ordinary session, approved the 2025–2027 “IGrant” share ownership plan (“IGrant Plan”), reserved for employees of Italgas and/or Group companies, under the terms and conditions set out in the Information Document prepared pursuant to Article 84-bis of Consob Regulation No. 11971/1999 and made available to the public in accordance with the applicable law, to which reference is made for further details. The IGrant Plan aims to strengthen Italgas people’s sense of belonging to the Company by granting eligible participants the opportunity to invest in Italgas shares and, upon the achievement of certain conditions, benefit from the free allocation of the Company’s ordinary shares.

To service the IGrant Plan, the Shareholders’ Meeting, in its extraordinary session,  approved: (i) the proposal to increase the share capital for payment, in one or more tranches, for a maximum nominal amount of 4,960,000.00 euros, excluding option rights pursuant to Article 2441, subsection 8, of the Italian Civil Code, by issuing no more than 4,000,000 ordinary shares, to be reserved for the subscription by the beneficiaries of the IGrant Plan and (ii) the proposal to increase the share capital free of charge, in one or more tranches, for a maximum nominal amount of 7,440,000.00 euros, through the allocation pursuant to Article 2349 of the Italian Civil Code of a corresponding maximum amount of retained earnings reserves, with the issue of no more than 6,000,000 ordinary shares to be reserved for the beneficiaries of the IGrant Plan.

The Shareholders’ Meeting, in its ordinary session, also approved the Stock Grant Plan (“Stock Grant Plan”), reserved for employees of Italgas and/or Group companies, under the terms and conditions outlined in the Information Document prepared pursuant to Article 84-bis of Consob Regulation No. 11971/1999 and made available to the public in accordance with applicable regulations, to which reference is made for further details. The Stock Grant Plan is designed, both as a reward and an incentive tool, to allow individuals who have made a significant contribution to the Transaction to benefit from a portion of the value creation generated by the Transaction itself.

Lastly, the Shareholders’ Meeting, in its extraordinary session, approved the proposal to increase the share capital free of charge, in one or more tranches, for a maximum nominal amount of Euro 558,000.00, through the assignment pursuant to art. 2349 of the Italian Civil Code of a corresponding maximum amount of reserves from retained earnings, with the issue of no more than 450,000 ordinary shares to be reserved for the beneficiaries of the Stock Grant Plan.

 

***

This communication does not constitute an offer or an invitation to subscribe for or purchase any securities. The securities referred to herein have not been registered and shall not be registered in the United States under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or in Australia, Canada or Japan or any other jurisdiction in which such offer or solicitation would require the approval of local authorities or would otherwise be unlawful. The securities may not be offered or sold in the United States or to US persons unless such securities are registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available.

Italgas: completed the acquisition of 2i Rete Gas S.p.A.

Posted on by adigiuseppe

The CEO Paolo Gallo: “A deal of extraordinary value for our company and its shareholders, changing the shape of the sector by creating the European champion of gas distribution”

Milan, April 1, 2025 – Italgas closed today the acquisition of 99.94% of the share capital of 2i Rete Gas S.p.A. from the sellers F2i SGR S.p.A. and Finavias S.à.r.l.

The acquisition, announced to the market last October 5, was finalized following the obtaining of the Golden Power, Foreign Subsidies Regulation authorizations and of the AGCM (Italian Competition and Market Authority) one.

“The 2i Rete Gas acquisition is history unfolding before our eyes” commented Italgas CEO Paolo Gallo. “A deal of extraordinary value for the Country, changing the shape of the sector by creating a European champion capable of strengthening energy security and accelerating the achievement of decarbonization goals. Some months ahead of the initial announcement, today for Italgas Group a new phase of growth begins. It will see us working for the integration of 2i Rete Gas, taking advantage of significant industrial synergies, implementing the digital upgrade of the acquired grids and creating value for all our stakeholders”.

With this deal, Italgas Group becomes the first operator in gas distribution in Europe with more than 6,500 employees, 12.9 million customers served in Italy and Greece, 154,000 kilometers of grids and more than 13 billion cubic meters of gas distributed every year.

The consideration (equity value) of the transaction at closing – for 99.94% of the equity – is 2.0719 billion euros, based on the so-called locked-box mechanism 1. 2i Rete Gas’ net financial debt (excluding ex IFRS 16 impacts) as at 31 December 2024 is equal to 3.2 billion euros.

With the closing, the integration of 2i Rete Gas into Italgas Group officially begins, in line with the Strategic Plan 2024-2030. The initial phase will focus on corporate and IT systems integration to quickly achieve the first synergies. In parallel, a large-scale digitization program of networks and processes will start, together with the implementation of artificial intelligence initiatives aimed at improving performances and service quality.

For additional information on 2i Rete Gas, on the strategic rationale and on the main terms and conditions of the deal, please refer to the press release published on 5 October 2024 and the information document written pursuant to Art. 71 of the 11971/1999 regulation which will be published within the terms and methodology required by the law.

1 Equal to the price offered for the 100% of the equity of 2.060 billion euros, reduced by the payment to shareholders occurred from 1.1.2024 until the closing, and increased by the interests matured over the same time horizon

Changes to Italgas’ calendar of corporate events 2025

Posted on by ldiclemente

Milan, 28 March 2025 – Italgas announces that the publication of the press release relating to the 2025 first quarter results, initially scheduled for 6 May 2025, has been postponed to 7 May 2025, before the opening of the financial markets.

Consequently, the conference call to present the results to investors and financial analysts will be held on 7 May 2025. As usual, the time will be set in the press release of the results and in the invitation to the conference call that will follow.

Italgas: The Board of Directors convenes the Ordinary and Extraordinary Shareholders’ Meeting on 10 April 2025

Posted on by adigiuseppe

Milan, 11 March 2025 – The Board of Directors of Italgas, which met today under the chairmanship of Benedetta Navarra, resolved to call the Ordinary and Extraordinary Shareholders’ Meeting for next 10 April 2025, at 10:00 am, in a single call.

The Extraordinary Shareholders’ Meeting will be submitted the proposal for a share capital increase, for payment and in divisible form, for a maximum total amount of Euro 1,020 millions (including any share premium), through the issue of ordinary shares, with regular dividend rights and having the same characteristics as those in circulation, to be offered on a pre-emptive basis to the Company’s Shareholders in proportion to the number of shares held pursuant to Article 2441, paragraph 1, of the Civil Code, to be paid in cash (the “Rights Issue“).

It is proposed that the Shareholders’ Meeting grant the Board full authority to define the terms and conditions of the Rights Issue, including the issue price, any share premium, the final amount of the Rights Issue, and the number of newly issued shares to be offered to shareholders, with the discretion to determine the timing of the Rights Issue.

The Rights Issue proposal, as part of the acquisition of 2i Rete Gas S.p.A. (the “Transaction”), announced to the market on 5 October 2024, will allow to reduce the net financial debt of the Italgas Group (the “Group”) post-Transaction (and consequently the ratio between the net financial debt and the RAB) consistently with the current rating.

The Board also resolved to submit to the Shareholders’ Meeting, in ordinary session, the adoption of the 2025-2027 “IGrant” share ownership plan (“IGrant Plan“) reserved for employees of Italgas and/or Group companies. The IGrant Plan  aims, among other things, to strengthen the sense of belonging of Italgas people to the Company, promote their participation in the growth of corporate value and increase the motivation of employees to achieve corporate objectives, providing for the attribution to the relevant recipients of the right to invest in the Company’s shares, as well as, upon the occurrence of certain conditions, to benefit from the free allocation of ordinary shares of the Company.

To this end, the Board resolved to submit to the Extraordinary Shareholders’ Meeting: (i) the proposal to increase the share capital against payment, in one or more tranches, for a maximum nominal amount of 4,960,000.00 euros, excluding option rights pursuant to Article 2441, subsection 8, of the Italian Civil Code, by issuing no more than 4,000,000 ordinary shares, to be reserved for subscription to the recipients of the IGrant Plan and (ii) the proposal to increase the share capital free of charge, in one or more tranches, for a maximum nominal amount of 7,440,000.00 euros, through the allocation pursuant to Article 2349 of the Italian Civil Code of a corresponding maximum amount of retained earnings reserves, with the issue of no more than 6,000,000 ordinary shares to be reserved for the beneficiaries of the IGrant Plan.

Finally, the Board resolved to submit to the Ordinary Shareholders’ Meeting the approval of a Stock Grant Plan (“Stock Grant Plan”), reserved for employees of Italgas and/or Group companies. The plan is designed to reward and incentivise individuals who have made significant contributions to the Transaction, allowing them to benefit from a share of the value increase resulting from it.

To this end, the Board resolved to submit to the Extraordinary Shareholders’ Meeting the proposal to increase the share capital free of charge, in one or more tranches, for a maximum nominal amount of Euro 558,000.00, through the assignment pursuant to art. 2349 of the Italian Civil Code of a corresponding maximum amount of reserves from retained earnings, with the issue of no more than 450,000 ordinary shares to be reserved for the beneficiaries of the Stock Grant Plan.

The Ordinary and Extraordinary Shareholders’ Meeting will be held in Milan (MI), Via Carlo Bo no. 11, and those entitled to participate may also do so through Computershare S.p.A., identified as the Company’s “Designated Representative” pursuant to art. 135-undecies of the CLF.

For further details, please refer to the call notice of the Ordinary and Extraordinary Shareholders’ Meeting of Italgas, as well as the explanatory reports and other documentation that will be made available by the Company in accordance with the procedures and timelines set by law.

***

This communication does not constitute an offer or an invitation to subscribe for or purchase any securities. The securities referred to herein have not been registered and shall not be registered in the United States under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or in Australia, Canada or Japan or any other jurisdiction in which such offer or solicitation would require the approval of local authorities or would otherwise be unlawful. The securities may not be offered or sold in the United States or to US persons unless such securities are registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available.

Italgas: AGCM authorizes the acquisition of 2i Rete Gas by Italgas

Posted on by adigiuseppe

Final step to proceed with the closing.

Milan, 11 March 2025 – The Italian Competition and Market Authority (AGCM) authorized the transaction for the acquisition by Italgas of the sole control of 2i Rete Gas, with a provision 1 notified today, deeming the remedies proposed by the Company suitable for resolving the potential critical issues identified at the opening of the investigation.

In light of today’s resolution and of the Golden Power2 and Foreign Subsidies Regulation3 authorizations already achieved, Italgas will proceed with the closing of the transaction with the closure of the first quarter.

The measures prescribed by the AGCM concern the disposal of around 600 thousand PDRs (based on the data communicated by Italgas to the Authority) spread in 35 ATEMs4. The Group will have to complete the disposal process by the end of October 2025. Furthermore, the AGCM requested Italgas to implement behavioral measures, to be applied during future tenders, in all the ATEMs subject of investigation.

The divestments will take place through transparent, competitive and publicised procedures, open to operators suitable and qualified, with adequate financial means and capable to maintain and develop the activities, also for the purpose of participation in future tenders.

With the closing of the transaction, the Group becomes the European champion in gas distribution. Starting from the second quarter, Italgas will start the integration process of 2i Rete Gas, ahead of schedule, thus giving full realization to the 15.6 billion euros of investments included in the Strategic Plan 2024- 2030.

In the coming months, together with 2i Rete Gas, the Group will prioritize the corporate and information systems integration, the digitization of the network and of the processes to achieve the first important synergies in line with the Strategic Plan, starting at the same time the first large-scale applications of artificial intelligence.

1 https://www.agcm.it/dotcmsdoc/allegati-news/C12688_chiusura%20istrutt_omi%20x%20PUBBL.pdf

2 Obtained on 20 December 2024.

3 Obtained on 13 February 2025.

4 Agrigento, Bari 2, Benevento, Brescia 5, Caltanissetta, Campobasso, Caserta 2, Catania 1, Frosinone 2, L’Aquila 2, Mantova 2, Massa Carrara, Matera, Messina 2, Napoli 2, Novara 2, Padova 2, Padova 3, Potenza 1, Potenza 2, Ragusa, Reggio di Calabria-Vibo Valentia, Roma 4, Roma 5, Salerno 1, Salerno 3, Teramo, Torino 6, Trapani, Varese 1, Viterbo, Barletta-Andria-Trani, Caserta 1, Cosenza 2, Pisa.

 

Italgas: high demand for the “dual tranche” fixed-rate bond with 5 and 9-year maturities totaling 1 billion euros.

Posted on by ldiclemente

Milan, February 27, 2025 – Italgas S.p.A. (rated BBB+ by Fitch, Baa2 by Moody’s) successfully priced today a new dual-tranche bond issue with maturities of 5 and 9 years, both at fixed rate and for an amount of 500 million euros each. The transaction recorded orders exceeding 6 times the amount offered for both tranches and was characterized by a high quality and broad geographically diversified investor base. The extremely positive response from investors allowed therefore to achieve a cost lower than current market levels.

The two tranches have maturities of 5 and 9 years with an annual coupon of 2.875% and 3.500%, and spreads of 78 and 118 basis points over the reference rate, respectively (about 5bps below the fair value).

The issue was executed under Italgas’ EMTN Programme (Euro Medium Term Notes), renewed by resolution of the Board of Directors on October 24th, 2024, for a total nominal amount of 10 billion euros.

The proceeds will be used to cover the financial needs expected during the year.

The placement, exclusively targeted to institutional investors, is organized and led, as Joint Bookrunners, by J.P. Morgan, Citi, Morgan Stanley, Société Générale, Bank of America, and Banca Akros.

 

The bond will be listed on the Luxembourg Stock Exchange.

 

Details of the two tranches are as follows:

 

Amount: 500 million euros

Maturity: March 6th, 2030

Annual coupon: 2.875%.

Re-offer price: 99.446 (equivalent to a spread of 78 basis points over the reference Mid-Swap rate).

 

Amount: 500 million euros

Maturity: March 6th, 2034

Annual coupon: 3.500%.

Re-offer price: 99.977 (equivalent to a spread of 118 basis points over the reference Mid-Swap rate).

Italgas launches a new fixed-rate bond issue divided into two tranches with maturities of 5 and 9 years

Posted on by adigiuseppe

Milan, February 27, 2025 – Italgas S.p.A. (rated BBB+ by Fitch, Baa2 by Moody’s) launched this morning a new fixed-rate bond issuance on the market divided into two tranches with maturities of 5 and 9 years.

 

The placement, exclusively targeted to institutional investors, is organized and led, as Joint Bookrunners, by J.P. Morgan, Citi, Morgan Stanley, Société Générale, Bank of America e Banca Akros.

 

The proceeds will be used to cover the financial needs expected during the year.

Italgas: The Board of Directors convenes the Ordinary Shareholders’ Meeting on 13 May 2025

Posted on by ldiclemente

Milan, 12 February 2025 – Italgas’ Board of Directors, which met today under the chairmanship of Benedetta Navarra, resolved to call the Ordinary Shareholders’ Meeting on 13 May 2025, at 2.00 p.m., in a single call, to resolve on the approval of the 2024 Financial Statements, the proposed profit allocation, the Report on the 2025 Remuneration Policy and 2024 Compensation Paid, as well as the appointment of corporate bodies.

The Board has resolved to propose to the Shareholders’ Meeting the distribution of a dividend of 0.406 euros for each Company share. If so resolved by the Shareholders’ Meeting, the dividend will be paid out on 21 May 2025, with coupon date of 19 May 2025 (record date 20 May 2025).

The Board of Directors approved the explanatory reports on the items on the agenda, including those relating to the appointment of corporate bodies containing its proposals to the Shareholders’ Meeting with reference to the determination of (i) the term of office and remuneration of the Directors, as well as (ii) the remuneration of the Chairperson of the Board of Statutory Auditors and the Standing Auditors. The Board also approved the guidelines to Shareholders on the future size and composition of the new Board of Directors.

The Board of Directors, on the basis of information provided by those concerned, also ascertained, for all members, that there are no causes of ineligibility, forfeiture and incompatibility, that the integrity requirements laid down by current legislation are met, as well as compliance with the limits on the accumulation of offices established by the board; moreover, taking into account the provisions of the CLF and the Corporate Governance Code (and the quantitative and qualitative criteria approved by the Board of Directors for the independence assessment), the Board of Directors assessed the independence of its Directors on 12 February 2025, confirming the assessments made at the meeting on 12 March 2024. On the same date, the Board of Directors acknowledged the check performed by the Board of Statutory Auditors in respect of its members on the absence of situations of ineligibility, forfeiture and incompatibility, that they meet the professional and integrity requirements, the compliance with the limits on the accumulation of offices and that the independence requirements for members of the Board of Statutory Auditors were still met, also in accordance with the Corporate Governance Code (also taking into account the aforementioned quantitative and qualitative criteria).

In execution of the 2021-2023 Co-Investment Plan approved by the Ordinary and Extraordinary Shareholders’ Meeting of 20 April 2021, the Board resolved on the free assignment of a total of 511,604 new ordinary shares of the Company to the beneficiaries of said Plan (second cycle of the Plan) and resolved to execute the second tranche of the share capital increase approved by the aforesaid Shareholders’ Meeting, for a nominal amount of 634,388.96 euros drawn from retained earning reserves. The Company will provide accurate information in the manner and within the terms prescribed by law on the implementation of the Plan and the share capital resulting from the execution of said increase.

The Ordinary Shareholders’ Meeting will be held in Turin, Largo Regio Parco 9, and those entitled to participate may also do so through Computershare S.p.A., which has been identified as the Company’s “Designated Representative” pursuant to art. 135-undecies of the CLF. For more information in this regard, see the call notice of the Ordinary Shareholders’ Meeting of Italgas which will be published by the Company in the manner and within the terms prescribed by law.

The Integrated Annual Report as at 31 December 2024, the Report on the 2025 Remuneration Policy and 2024 Compensation Paid, the 2024 Corporate Governance and Ownership Structure Report, the reports on the items on the agenda, and the remaining legal documentation for the purposes of the Shareholders’ Meeting will be made available within the timeframe indicated in the Shareholders’ Meeting call notice and in compliance with the terms of the law.