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Changes to Italgas’ calendar of corporate events

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Strategic Plan 2017-2023 & Financial statement at June 30, 2017

Milan, May 5, 2017 – Italgas announces that the Board of Directors which met yesterday resolved to change the financial calendar 2017 published on December 20, 2016.

In particular:

  • the Board of Directors’ Meeting to approve the Strategic Plan 2017-2023 will take place on May 30, 2017.
    A Press release will be issued before market opening on May 31, 2017; the Strategy Presentation to institutional investors and financial analysts will take place in the afternoon of the same day.
    A roadshow to present the company’s Strategic Plan and its objectives to institutional investors and financial analysts is scheduled to start in June 2017.
  • the Board of Directors’ Meeting to approve the 2017 Second quarter 2017 results and interim Financial report at June 30, 2017 has been postponed from July 26, 2017 to July 27, 2017.
    Press release will be issued before market opening on July 28, 2017; the conference call to present 1H2017 results to institutional investors and financial analysts will take place in the afternoon of the same day.

Italgas: the Shareholder Meeting approves the 2016 financial statements and the dividend

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Presented the Sustainability Report 2016

Milan, 28 April 2017 – Italgas’s Ordinary Shareholder Meeting, held today in Milan, approved the Financial Statements as at 31 December 2016, which reported a net profit of €177,130,291.44 for period June 1, 2016 (date of its foundation) to december 31

Furthermore, it approved: (i) the allocation of the net profit to shareholders with a distribution of a dividend of €0.20 per share outstanding on the ex-dividend date, (ii) to assign €8,010,000.00 to the legal reserve and (iii) to redistribute the remaining amount.
The pay-out date of the dividend of €0.20 per share will be 24 May 2017, with the ex-dividend date on 22 May 2017 and the record date on 23 May 2017.

The Shareholder Meeting also approved: (a) the consensual resolution of the statutory audit assignment granted to Ernst & Young and (b) the assignment of the statutory audit for nine years, namely for the years ended 31 December 2017 to 2025, to PricewaterhouseCoopers.

The Meeting also approved the 2017-2019 Long Term Share Incentive Plan, under the terms and conditions stated in the Information Document made available to the public in accordance with the applicable law. The plan is designed to ensure that management is further aligned with shareholder interests and to preserve long-term value creation.

The Shareholder Meeting also approved with a non-binding resolution Section I of the Remuneration Report pursuant to subsection three of article 123-ter of the CLF.

Furthermore, following the resignation of Substitute Auditor Marilena Cederna, who was nominated on 4 Agust 2016, due to unforeseen professional commitments and with immediate effect on 20 March 2017, the Shareholder Meeting, with a view to completing the composition of the current Board of Statutory Auditors and in accordance with the paragraph 1 of Article 2401 of the Italian Civil Code, appointed Barbara Cavalieri as the new Substitute Auditor of Italgas. Ms Cavalieri will remain in office for the duration of the current Board of Statutory Auditors’ entire mandate and thus until the approval of the financial statements as of December 31, 2018.

Finally, the Sustainability Report 2016 was also presented at the Shareholder Meeting, an annual document for communicating values, strategies, actions and results achieved by the Group on Sustainable Development and Corporate Responsibility.

The Report has been drawn up in accordance with the G4 – Sustainability Reporting Guidelines, defined in 2013 by GRI – submitted by the legal auditing firm (Ernst & Young) in accordance with International Standard Principles and Guidelines on Assurance Engagement.

Italgas: Board of Directors calls the Shareholder meeting for 28 April 2017

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Milan, 24 March 2017 – Italgas’ Board of Directors, which met yesterday chaired by Lorenzo Bini Smaghi, has called the Ordinary Shareholder Meeting for 28 April 2017, in a single call. The Meeting will approve: the financial statements for the year 2016 and the allocation of profits, the 2017-2019 long term monetary incentive plan, the termination by agreement of the appointment of the current External Auditors and appointment of a new firm to act as External Auditors of the Company’s accounts for the period 2017-2025, the appointment of an Alternate Auditor, as well as, on a consultative basis, the Section I of the Compensation Report dealing with the Compensation Policy.

The Board of Directors resolved to propose to the Shareholder Meeting a dividend of € 0.20 per share. The dividend will be paid, as already announced to the market on 20 December 2016, on 24 May 2017, ex-dividend date 22 May 2017 (record date 23 May 2017).

The 2017-2019 long term monetary incentive plan, agreed by the Board of Directors, is an instrument designed to further ensure management’s alignment with the interests of shareholders and the sustainability of long-term value creation.

On 20 March 2017 Mrs. Marilena Cederna resigned from the office of Alternate Auditor of Italgas with immediate effect due to unforeseen professional commitments.

The 2016 Annual Financial Report and the reports on the agenda of the Shareholder Meeting will be made available along with the 2017 Compensation Report, the information notice on the long term monetary incentive plan, the 2016 Corporate Governance and Ownership Structure Report, and the “2016 Sustainability Report”.

The Board of Directors also selected Georgeson as the subject appointed by the Company – pursuant to art. 135- undecies of the CLF – to whom shareholders and bond holders may confer proxies for the Meeting without any charge.

Italgas: approved results as at 31 December 2017

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Milan, 12 March 2018 – Italgas Board of Directors, which met today under the Chairmanship of Lorenzo Bini Smaghi, approved the results as at 31 December 2017 and resolved to propose to the Shareholders’ Meeting the distribution of a dividend of € 0.208 per share.
The double-digit growth of all margins, the amount of investments made which exceeded Euro 500 million, and the number of acquisitions made throughout 2017 are testimony to the success of the Industrial Plan, which was approved last May.
With more than 66 thousand kilometres of network managed, 7.5 million delivery points served in 1,609 concessions, Italgas confirms its leadership position in the sector in Italy, with a 34% market share, and the third largest in Europe.
The organic investments of 2017, amounting to 521.9 million euro (+38.1% compared to 2016) confirm Italgas’ plan, which envisages putting investments of over 3 billion euro at the service of the Country by 2023 on the current operating perimeter. A significant part of the 2017 investments concerned the installation of smart meters to replace traditional meters: 1.66 million were installed, bringing the total number of new installed meters to about 2.8 million, equal to 35% of the total number of meters, in line with the objective of completing the plan at the beginning of 2020.
The smart meters installation plan is the first step in Italgas’ network digitalisation programme, which began in 2017 and puts Italgas at the forefront of the European gas distributors’ scenario. In addition to the digitization of the Italgas network, Italgas has launched an ambitious plan to review and digitise corporate processes, with the adoption of the Public Cloud, an infrastructural solution for information systems as the first enabling factor. With these objectives Italgas intends to maintain not only its current market leadership, but also to become a reference model in Italy and Europe in terms of customer service, efficiency and competitiveness.
The strategy of consolidation of the sector and growth outlined in the 2017-2023 Business Plan has been effectively pursued also through a series of corporate operations that have strengthened the presence in areas of interest to the Group, and created the conditions to extend the networks in areas of the Country still lacking service. In this regard, the acquisitions made in the North East, Campania, Basilicata, Calabria and Sicily have to be considered , as well as those operations that allowed the Group to gain in Sardinia the leadership role in the island’s methanisation project.
The financial requirements related to the net investments of 2017 were fully covered by the positive cash flow from operating activities, amounting to €549.4 million with a Free Cash Flow, before the M&A transactions, of € 109.2 million and a net financial position of €3.7 billions, at 31 December 2017.
With regards to the economic results, the adjusted operating profit of 2017 amounted to €422.9 million (+17.9% compared to 2016), and the adjusted net profit amounted to €296.4 million (+34% compared with 2016).
Paolo Gallo, CEO of Italgas, commented:

“The start of the digitalisation process, the investments and the corporate acquisitions made, the reorganization completed and the economic-financial results show the great effort made by all Italgas people in carrying out ordinary and extraordinary activities. The main indicators, such as the EBITDA and the Net Profit showed a double digit growth, respectively of +14% and +34% and reflect the strong commitment to reducing costs so that it reached, a year earlier, the operational efficiency target set out for 2018. With more than €520 million in investments, a 38% growth compared to the previous year, Italgas has become one of the key players in the Country creating value for its shareholders and for the serviced regions. Today we are firmly committed to a great challenge: to complete an in-depth process for the digitalisation of the network and corporate processes. With the completion of the plan for the installation of the smart meters and the application of sensors throughout our network, we will be able to manage the entire infrastructure according to innovative methods, criteria and algorithms that will place Italgas in a unique position within the landscape of gas distributors at the European level”.

The Chairman of Italgas, Lorenzo Bini Smaghi, highlighting the strong results, commented:

“The positive results of the period allow the Company to propose to the next Shareholders’ Meeting the distribution of a dividend of € 20,8 cents per share, a 4% increase from the dividend distributed in 2016 and in line with our dividend policy announced to the market last year, thus confirming our commitment to an attractive and sustainable remuneration policy”.

Key figures
Consolidated economic and financial highlights:
  • Total revenue: €1,124.2 million (+4.3%)
  • Adjusted gross operating margin (adjusted EBITDA): €781.2 million (+14.1%)
  • Adjusted EBIT: €422.9 million (+17.9%)
  • Adjusted net profit: €296.4 million (+34%)
  • Technical investments: €521.9 million (+38.1%)
  • Net cash flow from operating activities: €549.4 million
  • Net financial debt: €3,720.3 million
Operating highlights including affiliates’ data:
  • Gas concessions: no. 1,609
  • Number of active meters: 7.5 million
  • Gas distribution network: more than 66,000 Km.

Italgas: approved results as at 31 December 2016

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Milan, 24 March 2017 – The Italgas Board of Directors, chaired by Lorenzo Bini Smaghi, met yesterday and approved the results for the financial year ended 31 December 2016. The Board also resolved to propose a dividend of €0.20 per share to the Shareholder Meeting.

Main data and events

Economic and financial highlights [1]:

  • Total revenue: €1,079 million
  • Adjusted Gross Operating Margin (EBITDA): €685 million
  • Adjusted operating profit (EBIT): €359 million
  • Adjusted net profit: €221 million
  • Adjusted net cash flow from operating activities: €499 million
  • Technical investments: €378 million
  • Net financial debt: €3,618 million

Operating highlights (including affiliates’ data):

  • Gas concessions: 1,582
  • Number of active meters: 7.4 million
  • Gas distribution network: ~65,000 Km

Significant events

  • Separation of Italgas Reti from Snam and admission to listing of Italgas shares on the Milan Stock Exchange on 7 November 2016
  • Total financial independence
    • New banking and institutional credit lines for €4.3 billion
    • Three bond issues in January and March 2017 totalling €2.15 billion, intended for the Bridge to Bond repayment;
  • Launch of the project for the simplification and reorganisation of operational activities.

Paolo Gallo, Chief Executive of Italgas, commented:

“2016 was an important year for Italgas. With its return to the stock exchange, the company has embarked on a new chapter in its long and noteworthy history. The results achieved during the year are in line with expectations and we have successfully met all of the financial measures we set out at the time of the demerger. We delivered a solid operating performance and have already put in place actions to tackle the impact of the reduction in allowed returns and of costs relating to the separation of Snam. We generated an adjusted operating cash flow in 2016 of €499 million. This fully financed our technical investments of €378 million, which support the industrial base that will fuel our future growth. We have laid foundations for our strategy of generating value through sustainable and profitable growth, while preserving and enhancing the group’s capital structure.”

Italgas Chairman Lorenzo Bini Smaghi highlighted the successful demerger and commented:

“In light of the results we have achieved, we will propose a distribution of a dividend of €0.2 per share at the next Shareholders’ Meeting and confirm our commitment to maintain an attractive and sustainable remuneration policy for our shareholders.”

[1] The main data refer to the “Consolidated Pro-forma” which, having been prepared for the sole purpose of giving an adequate representation of the economic and financial situation of the entire year for Italgas Group, shows the economic and financial figures for Italgas S.p.A. from the date of its foundation (1 June 2016) and from 1 January 2016 for Italgas Reti S.p.A. Napoletanagas S.p.A. and Acam Gas S.p.A. fully consolidated, as well as for Toscana Energia, Metano S. Angelo Lodigiano and Umbria Distribuzione, accounted for using the net equity method.

Changes to Italgas’ calendar of corporate events

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Milan, March 24, 2017 – Italgas announces that the Board of Directors resolved yesterday to change its 2017 financial calendar.
In particular, the Board of Directors’ Meeting to approve the 2017 First Quarter Report has been rescheduled from May 15, 2017 to May 4, 2017.
A press release will be issued on May 5, 2017 before market opening; the conference call to present Q1 2017 results to institutional investors and financial analysts will take place in the afternoon of the same day.

Italgas: a fixed rate bond issue successfully launched for a total amount of 650 million euro

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

Milan, March 7, 2017 – Today Italgas SpA (rating BBB+ by Fitch, Baa1 by Moody’s) successfully launched a fixed rate note issue, with tenor of 7 years for an amount of 650 million euro under its EMTN Programme (Euro Medium Term Notes) which was approved by the Board of Directors on 18th October, 2016.

The deal showed a final orderbook of more than 1.5 billion euro with high quality and wide geographical diversification of investors.

Joint Bookrunners of the placement were Banca IMI, Barclays, BNP Paribas, Credit Agricole CIB, Citi, ING, J.P. Morgan, Mediobanca, Société Générale e UniCredit.

The bond will be listed on the Luxembourg Stock Exchange.

Today deal almost concludes the capital market exercise announced by Italgas four months ago. The Company has placed bonds totaling 2,150 million euro nominal, with a profile of maturities distributed across 5, 7 and 10 years, increasing the total share of the medium-long term debt to around 80% of the outstanding debt.

“The excellent result of this issue – said Italgas CEO Paolo Gallo – allows us to achieve the targets announced to the markets in terms of average cost, duration and fixed-rate portion of the Company debt. The high quality of the orderbook, the size and the pricing of the transaction confirm the support of the international financial community towards Italgas”.

Details are as follows:

Amount: euro 650 million euro
Maturity: 14 March 2024
Annual coupon of 1.125%. The re-offer price is 99.706 (equivalent to a spread of 75 basis points over the reference mid-swap rate).

DISCLAIMER

This announcement (and the information contained therein) does not constitute or form part of any offer to sell nor a solicitation of any offer to buy any securities nor shall there be any offer of securities in any jurisdiction in which such offer or sale would be unlawful. It may be unlawful to distribute this announcement in certain jurisdictions. This announcement does not constitute an offer of securities for sale in the United States, in Australia, Canada and Japan and in any jurisdiction in which such offer or sale would be unlawful and is not for publication or distribution in any such jurisdictions. The securities referred to in this announcement have not been and will not be registered under the US Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This announcement is not a public offer of financial products in Italy as per Article 1, para. 1, letter. t) of Legislative Decree no. 58 of February 24, 1998. The documentation relating to the offer has not been/will not be submitted to the approval of CONSOB.

Italgas: Publication of quarterly financial information

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Milan, 26th January, 2017 – In line with the changes to the regulatory framework and taking into account the needs of our stakeholders, Italgas chose to publish voluntary additional periodic financial information to the annual and semi-annual financial report, as previously announced to the market in a press release on 20th December 2016 (Financial calendar).

This choice reflects the company policy of providing regular and transparent information to the market and investors on the Group’s financial performance.

From 2017, the information contained in the quarterly press release issued to the market will cover at least the following indicators:

  • Key operational data;
  • Total revenues;
  • Ebitda;
  • Ebit;
  • Net profit;
  • Investments;
  • Free cash flow and change in net debt.
  • The press release may contain additional qualitative and quantitative information in order to better explain the evolution of the business.

The quarterly information will be approved by the Board of Directors and disclosed to the public in accordance with the timing provided by the Group’s Financial Calendar.

Changes to Italgas’ calendar of corporate events

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Milan, 26th January, 2017 – Italgas announces that today the Board of Directors resolved to change the financial calendar 2017 published on December 20, 2016.

In particulary:

  • the Board of Directors’ Meeting to approve the consolidated financial statement at December 31, 2016 and the dividend proposal for 2016 has been postponed from March 20, 2017 to March 23, 2017. Press release will be issued before market opening on the March 24, 2017; the conference call to present 2016 FY results to institutional investors and financial analysts will take place on the afternoon of the same day;
  • the date of the Shareholders’ Meeting for the approval of the Financial statements as at December 31, 2016 and the dividend distribution has been postponed from April 27, 2017 to April 28, 2017. A Press release will be issued at the end of Shareholders’ Meeting.

Italgas debuts on the bond market with a dual tranches bond issue for a total of 1.5 bln euro

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

Milan, January 12, 2017 – Italgas SpA (rating BBB+ by Fitch, Baa1 by Moody’s) successfully launched today its first two tranches fixed rate bond issue, with tenors of 5 and 10 years, each for an amount of 750 million euro, as part of its EMTN Programme (Euro Medium Term Notes) approved by the Board of Directors on 18th October, 2016.

Joint Bookrunners of the placement were Banca IMI, Barclays, BNP Paribas, Credit Agricole CIB, Citi, ING, J.P. Morgan, Mediobanca, Société Générale and UniCredit.

The transaction, reserved for institutional investors, has achieved resounding success and attracted orders for 4.5 billion euro, 3 times oversubscribed, with high quality and wide diversification of investors.

The bonds will be listed on the Luxembourg Stock Exchange.

“I’m very satisfied with the success of this first bond issue both in terms of interest gathered and satisfying pricing conditions – said Paolo Gallo, Italgas CEO -. The transaction represents an important step in line with the strategy presented to the financial community and allows our company to increase the average duration of its debt thus strengthening its capital structure with an average cost in line with our expectations”.

Details are:

5 year Tranche

Amount: Euro 750 million
Maturity: January 19th, 2022
Annual coupon of 0.50%. The re-offer price is 99.123% (equivalent to a spread of 60 basis points over the reference mid-swap rate).

10 year Tranche

Amount: Euro 750 million
Maturity: January 19th, 2027
Annual coupon of 1.625%. The re-offer price is 99.170% (equivalent to a spread of 105 basis points over the reference mid-swap rate).

DISCLAIMER

This announcement (and the information contained therein) does not constitute or form part of any offer to sell nor a solicitation of any offer to buy any securities nor shall there be any offer of securities in any jurisdiction in which such offer or sale would be unlawful. It may be unlawful to distribute this announcement in certain jurisdictions. This announcement does not constitute an offer of securities for sale in the United States, in Australia, Canada and Japan and in any jurisdiction in which such offer or sale would be unlawful and is not for publication or distribution in any such jurisdictions. The securities referred to in this announcement have not been and will not be registered under the US Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This announcement is not a public offer of financial products in Italy as per Article 1, para. 1, letter. t) of Legislative Decree no. 58 of February 24, 1998. The documentation relating to the offer has not been/will not be submitted to the approval of CONSOB