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

Posted on March 11, 2025 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 February 27, 2025 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 24^th, 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 6^th, 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 6^th, 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 February 27, 2025February 27, 2025 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 February 12, 2025February 12, 2025 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.

Italgas: consolidated results as at 31 december 2024 approved

Posted on February 12, 2025 by ldiclemente

THE BOARD OF DIRECTORS HAS CONVENED THE SHAREHOLDERS’ MEETING FOR 13 MAY 2025

Milan, 12 February 2025 – Italgas’ Board of Directors, chaired by Benedetta Navarra, met today and approved the consolidated results as at 31 December 2024 and resolved to propose to the Shareholders’ Meeting, called to meet on 13 May 2025, the distribution of a dividend of 0.406 euros per share (+15.3% compared to 2023).

Highlights

Adjusted total revenues: 1,778.8 million euros (+0.2%)
EBITDA adjusted: 1,350.9 million euros (+14.1%)
EBIT adjusted: 820.7 million euros (+20.5%)
Adjusted net profit attributable to the Group: 506.6 million euros (+15.2%)
Technical investments: 887.0 million euros – RAB at the end of 2024 of approximately 10 billion euros
Cash flow from operating activities: 1,098.7 million euros
Net financial debt (excluding the effects pursuant to IFRS 16 and IFRIC 12): 6,672.3 million euros
Net financial debt: 6,762.8 million euros
Scope 1 and 2 emissions: 119.2 10³ tCO₂eq, -20.7% compared to 2023 (same scope)¹;
Net energy consumption²: 395.9 TJ, -6.8% compared to 2023 (same scope)³;
Gas Leakage Rate⁴: 0.069% compared to 0.089% in 2023;
Networks inspected annually for gas leaks into the atmosphere⁵: 154% compared to 120% in 2023;
5% Gender Equity Pay Gap⁶.

In 2024 Italgas confirmed its excellence in managing its businesses, recording 32 consecutive quarters of growth and accelerating the digital transformation of its infrastructure to support the energy transition. The results achieved fit into the path set by the 2024-2030 Strategic Plan and the acquisition of 2i Rete Gas, strengthening the Group’s role in the sector.

In 2024, Italgas recorded adjusted total revenues of 1,778.8 million euros. This results was driven by the increase in gas distribution regulated revenue (+11.7% compared to 2023) and by the contribution of Acqua Campania, which offset the expected drop of the energy efficiency business following the end of “Superbonus” incentives.

Adjusted EBITDA grew by 14.1% reaching 1,350.9 million euros, thanks to a favorable regulatory framework, the recovery of inflation from previous years and the growth of the RAB, all in a context of continuous focus on operating efficiencies. Adjusted net profit attributable to the Group amounted to 506.6 million euros, with an increase of 15.2% compared to the previous year.

Cash flow from operating activities exceeded – for the first time – one billion euros (1,098.7 million euros), with a growth of 543.5 million euros compared to 2023 ensuring the full coverage of investments and M&A transactions, as well as the partial coverage of the payment of dividends equal to around 300 million euros.

In 2024, technical investments reached 887.0 million euros, achieving remarkable results: over 750 kilometres of gas distribution network were realized to improve territorial coverage, while digital transformation continued with the implementation of innovative technologies for intelligent infrastructure management.

In the water sector, the integration of acquired companies continues with the aim of optimizing service and reducing network losses through technological and digital innovation. Finally, in the energy efficiency sector, the development of offerings to industrial sector, large residential buildings and public administration continues, proposing advanced technological solutions based on those already applied within brilliant results in the Italgas Group.

Paolo Gallo, CEO of Italgas, commented:

“The 2024 results bring another year of extraordinary growth to completion. An uninterrupted journey that has continued over thirty-two quarters in line with the development goals set by the 2024-2030 Strategic Plan.

The main economic and financial results from 2024 show continuous growth: adjusted EBITDA increased by 14.1%, rising to 1,350.9 million euros and Group adjusted net profit exceeded 500 million euros, up 15.2% compared to 2023.

With approximately 900 million euros invested in 2024, the second half of the year was characterised by the announced acceleration in the development of networks and facilities, so as to ensure stronger impetus to a sustainable, secure and competitive energy transition for Italy and Greece.

The digital transformation of the water networks, made possible by the application of cutting-edge technology developed on the gas network, allows us to achieve progressively increasing results and to recover efficiency and value for the communities and territories served.

Technological innovation, digitisation, circular economy and sustainability are confirmed as the main drivers of our vision for the future. A future that, thanks to the commitment and resourcefulness of our people and the upcoming integration of 2i Rete Gas, will see us take centre stage more and more often thanks to our role as European champion of gas distribution and recognised global technological benchmark”.

Benedetta Navarra, Chairperson of Italgas, commented:

“2024 was another year of operational excellence which contributed to consolidate our role as a global technological benchmark. This performance was not only reflected in the brilliant process of economic and financial growth, but also in the achievement of sustainability targets at the service of the energy transition in the countries where we operate, with a focus on creating value for all stakeholders.

The solid results will allow us to propose to the Shareholders’ Meeting the distribution of a dividend of 0.406 euros per share, up 15.3% compared to the previous year. An important signal for the satisfaction of our investors”.

¹Also considering Acqua Campania (consolidated from 30 January 2024), which contributed 54.4 10³ tCO₂eq in market-based Scope 1 and 2 emissions, total Group emissions in 2024 were 173.6 10³ tCO₂eq.

²This refers to total energy consumption, from which any self-produced and self-consumed electricity consumption is subtracted.

³Also considering Acqua Campania, which consumed 392.7 TJ of energy, and the consumption of self-generated non-fuel renewable energy for the rest of the Group (0.5 TJ), total Group consumption in 2024 was 789.2 TJ.

⁴Calculated as the ratio between fugitive emissions of natural gas and volumes of gas distributed.

⁵Value calculated as the ratio between the linear extension of the networks inspected in the calendar year and the total extension of the Group’s gas networks.

⁶Calculated as the change in the average ratio of the hourly basic pay of women to men for comparable groups of employees according to organisational weight, referred to the Italian scope.

Italgas: 2025 financial calendar

Posted on January 21, 2025January 23, 2025 by ldiclemente

Milan, 21 January 2025 – Italgas announces the financial calendar and the dates of the publication of its financial results during 2025 that will be approved by the Board of Directors:

Integrated Annual Report and draft financial statements at 31 December 2024; Dividend proposal for 2024; Report on Corporate Governance and Ownership Structure 2024; 2025 Remuneration Report;	Board of Directors’ approval Press release and Conference call*	February 12, 2025
Interim report on operations as at 31 March 2025.	Board of Directors’ approval Press release and Conference call*	May 6, 2025
Financial statements 2024; Resolution on the distribution of 2024 profits;	Shareholders’ Meeting Press release**	May 13, 2025
Half-year financial report H1 2025.	Board of Directors’ approval Press release and Conference call*	July 24, 2025
Interim report on operations as at 30 September 2025; Strategic Plan 2025-2031.	Board of Directors’ approval Press release and Conference call***	October 28, 2025 October 29, 2025

* Press release to be issued at the end of the Board of Directors’ meeting and presentation of the results to the financial community on the same day.

** Press release to be issued at the end of the Shareholders’ Meeting.

*** Press release to be issued in the morning (non-trading hours); Conference Call for the Strategic Plan presentation to the financial community on the same day.

The following dates will be disclosed to the market:

– Dividend payment for 2024 fiscal year: 21 May 2025 (record date 20 May 2025), ex-dividend date: 19 May 2025;

– roadshow to illustrate the objectives set in the 2025-2031 Strategic Plan to institutional investors and financial analysts, following the Plan presentation.

Any changes to the above dates will be promptly reported.

Italgas: the Board of Directors approves the renewal of the EMTN programme. Maximum nominal amount increased

Posted on October 24, 2024 by ldiclemente

Milan, October 24, 2024 – Italgas’ Board of Directors, chaired by Benedetta Navarra, met today and approved the renewal of the EMTN Programme (Euro Medium Term Notes) with a maximum nominal amount of 10 billion euros.

As of today, under the previous EMTN Programme, which had a maximum nominal amount of 6.5 billion euros, the notes outstanding are equal to 5.6 billion euros in nominal amount.

The Board of Directors has also approved the issue of one or more bonds to be placed only with institutional investors within one year by the date of the renewal of the Programme. The total amount of the bonds issued may not in any case exceed the abovementioned maximum amount. The new bonds issued may be listed on the regulated markets.

Italgas: consolidated results for the first nine months and third quarter of 2024 approved

Posted on October 24, 2024 by ldiclemente

Milan, 24 October 2024 – The Italgas’ Board of Directors, which met today chaired by Benedetta Navarra, approved the consolidated results of the first nine months and third quarter of 2024 (unaudited).

Highlights¹

Adjusted gas distribution regulated revenues: 1,211.6 million euros (+11.5%)
Adjusted total revenues: 1,309.3 million euros ²
EBITDA adjusted: 1,009.3 million euros (+10.9%)
EBIT adjusted: 605.6 million euros (+12.8%)
Adjusted net profit attributable to the Group: 361.7 million euros (+14.2%)
Technical investments: 549.7 million euros
Cash flow from operating activities: 712.9 million euros
Net financial debt (excluding the effects pursuant to IFRS 16): 6,813.5 million euros
Net financial debt: 6,904.7 million euros
Scope 1 and 2 emissions: 95.8 10³ tCO₂eq (-10.0%)
Net energy consumption: 285.1 TJ (-10.9%)
Km of network investigated: 110,483 km (+35.0%)

The economic and financial results for the first nine months of 2024 reflect Italgas’ excellence in infrastructure development and asset digitisation and follow the 2024-2030 Strategic Plan presented at the beginning of October.

The recent confirmation by the rating agencies Moody’s and Fitch of Italgas’ long-term credit rating (Baa2 and BBB+ with Stable Outlook) also following the acquisition of 2i Rete Gas, as well as the prospect of an improvement of the S&P’s rating of 2i Rete Gas, in the context of the integration with Italgas, are in line with the declared objective of keeping the credit rating unchanged.

In the first nine months of the year, total adjusted revenues amounted to 1,309.3 million euros, driven by the increase in gas distribution regulated revenues (+11.5% compared with the same period in 2023) and by the contribution of Acqua Campania, both offsetting the anticipated drop in revenues from energy efficiency activities (end of the so-called “Superbonus” programme).

In the gas distribution sector, in Italy, the activities aimed at repurposing and completing the digitisation of the network under the control of the DANA system continue; in Greece, the development of the network continues successfully towards the areas of the country not yet reached by methane, thus also contributing to achieving the objectives of decarbonising consumption.

In the water sector, activities continue on the integration of recently acquired companies into the Group and on sharing technical and technological know-how aimed at fostering the development of a more efficient service, reducing losses, and creating value for communities.

During the first nine months of 2024, 549.7 million euros of technical investments were made, also enabling 521 kilometers of gas distribution pipelines to be laid.

Adjusted EBITDA for the first nine months of 2024 amounted to 1,009.3 million euros, up +10.9% compared to 30 September 2023, thanks also to continued actions to contain operating costs, in the context of an improved regulatory framework. Cash flow from operating activities amounted to 712.9 million euros – an increase of 314.8 million euros compared with the previous year – and enabled investments to be fully financed, generating a free cash flow, before M&A transactions, of 103.6 million euros.

The Group’s commitment to improving its environmental performance continues. In the first nine months of 2024, net energy consumption was down -10.9%, and Scope 1 and 2 emissions were down -10.0%, reflecting the energy efficiency initiatives implemented and, at the same time, the focus on reducing leakages. Against an increase of 35.0% of kilometres of network investigated, compared with the same period of the previous year, the rate of atmospheric leaks, measured as the ratio between the volume of leaked gas and kilometres of network investigated, fell by 36.7%.

Paolo Gallo, CEO of Italgas, commented:

Italgas continues on its growth path, which in the first nine months of 2024 produced solid performances thanks also to our vision on the future of energy that the Group is rapidly transforming into reality. Gas networks – smart, digital, and flexible – are and will be one of the main drivers of the ecological transition, as they allow for the acceptance of incremental quotas of renewable gas.

The nine months ended with the main economic indicators showing double-digit growth. Adjusted EBITDA increased by 11% to over 1 billion euros, and Group Adjusted Net Profit amounted to around 362 million euros, up 14% compared with the same period last year.

The Strategic Plan 2024-2030, which includes the integration of 2i Rete Gas and the widespread use of artificial intelligence in all the Group’s activities, sets further and more ambitious goals in terms of investments, achievement of green transition targets, and value creation for all our stakeholders.

¹ The consolidated balance sheet and income statement of the Italgas Group at 30 September 2024 reflect the effects of the first consolidation, starting 30 January 2024, of Acqua Campania, while these are not included in the Scope 1 and 2 emissions and net energy consumption data.

² Down by 60.5 million euros, mainly due to the reduction in revenue from the “Superbonus”.

Italgas: Moody’s Ratings (Moody’s) affirms rating and outlook

Posted on October 10, 2024 by adigiuseppe

Milan, October 10, 2024 – The rating agency Moody’s affirmed today Italgas S.p.A’s Long-term Issuer rating at ‘Baa2’, Stable Outlook.

The rating affirmation follows Italgas’ announcement on the agreement reached for the acquisition of 2i Rete Gas S.p.A., highlighting that, following the transaction, Italgas will continue to be supported by the low business risk profile of its activities, underpinned by the high share of revenues generated under the Italian regulatory framework, assessed as stable and predictable.

Furthermore, rating affirmation takes into consideration Italgas’ efficiencies in operating spending, low average cost of debt and limited exposure to volume risk.

Moody’s highlights that Italgas’ rating remains constrained by the company’s exposure to the country risks associated with Italy (Baa3 stable).

Italgas: Fitch Ratings (Fitch) affirms rating and outlook

Posted on October 9, 2024 by ldiclemente

Milan, October 9, 2024 – The rating agency Fitch affirmed today Italgas S.p.A’s Long-term Issuer rating at ‘BBB+’, Stable Outlook.

The ‘BBB+’ rating affirmation “follows the agreement reached for the acquisition of 2i Rete Gas S.p.A. and reflects the improved business risk profile of the combined entity, expected funds from operations (FFO) net leverage consistent with the current rating (also thanks to the expected equity increase)” and the commitments made by management towards deleveraging.

Furthermore, the rating reflects Italgas’s positive track record in executing acquisitions and enhancing operating profitability, recognizing its ability to anticipate gas sector trends with the aim of effectively handling and managing renewable gases.