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Italgas: completed the acquisition of Enerco Distribuzione S.p.A.

Milan, 6 December 2017 – Italgas has today completed the acquisition of 100% of Enerco Distribuzione S.p.A. from H2C S. p. A., upon the fulfilment of the obligations for H2C S.p.A. envisaged in the agreement.

The total value of the transaction is EUR 51 million and has been paid in the amount of EUR 38 million per cash and in the amount of EUR 13 million through taking charge of the debts of the Company.

Enerco Distribuzione owns 27 concessions in the provinces of Padua and Vicenza, manages a network of more than 800 kilometres of pipelines and serves about 30 thousand users.

The completion of the operation, which is in line with the growth strategy set out in the 2017-2023 Business Plan, allows Italgas to strengthen its presence in an area in the North-East of the country considered of great importance for the development of the Group and to put into practice the possible synergies with the assets it already manages in the region.

Italgas acquires from CPL Concordia 7 gas concessions in the South of Italy

Milan, 30 November 2017 – Italgas has signed today a binding agreement with CPL Concordia for the acquisition of a portfolio of 7 gas concessions in Southern Italy, for a total of 16 municipalities.
The overall valuation of the portfolio (enterprise value) has been set at 13 million Euros. At the closing of the transaction the price will be paid entirely in cash, net of debt. Completion is expected by March 2018 and is subject to certain pre-closing requirements.
In particular, the agreement covers the acquisition by Italgas of the following items:
  • 3 concessions for the methanisation of Barano, Lacco Ameno and Casamicciola on the island of Ischia;
  • one concession for the methanisation of the island of Procida;
  • one concession for the methanisation of the Calabria Basin 12 composed of 10 municipalities in the province of Reggio Calabria;
  • 2 concessions for the methanisation of the municipalities of Favara and Siculiana in the province of Agrigento.
Among the 7 concessions acquired, some are currently under construction and others will be developed in a short term; one of them – the one relating to the island of Procida – is close to coming on stream.
The total investment for the construction of the networks amounts to 95 million Euro, partly financed by public contributions. To date works already carried out amount to approximately 28 million Euro (gross of subsidies).
Once completed, the infrastructure will have a total length of more than 400 kilometres and will serve a potential pool of approximately 32,000 new customers.
The transaction is part of a larger context of collaboration between the two companies aimed at enhancing their respective assets and expertise in the construction and management of gas distribution networks and plants.

Italgas acquires 100% of Ichnusa Gas S.p.A.

Through the transaction, Italgas plays a pivotal role in the methanisation project of Sardinia

Milan, 8 November 2017 – Today Italgas has signed a binding agreement with CPL Concordia and Impresa Costruzioni Ing. Raffaello Pellegrini S.r.l. for the acquisition of 100% of Ichnusa Gas S.p.A., a holding company controlling 12 firms with 12 concessions for implementing and operating gas distribution networks in 81 Sardinian municipalities.

The overall valuation of Ichnusa Gas (enterprise value) has been set at €26.2m. At the closing of the transaction, the sum will be paid entirely in cash, net of debt.

On the day of the acquisition, 2 of the 12 concessions are in temporary operation with the first customers served with LPG. The remaining 10 refer to networks under construction and to be built, for an overall investment of over €170m which will be partially financed with regional public subsidies.

These infrastructures will be progressively completed in the course of approximately three years reaching, when fully operational, an extension of about 1,300 kilometres of networks for a potential pool of over 150,000 users.

The transaction concluded today marks the beginning of a pivotal presence of Italgas in Sardinia. Through the acquisition of Ichnusa Gas, which will serve 12 out of 38 pools of users defined by regional subdivisions, Italgas will cover about a third of Sardinia. The completion of the operation is expected within the first few months of 2018 and is subject to certain conditions precedent.

Paolo Gallo, CEO of Italgas, said:

“The transaction closed today is part of a wider collaboration between Italgas and CPL Concordia, aimed at enhancing the value of both companies’ gas distribution assets and their major competences relative to the construction and maintenance of networks and plants. Our entry into Sardinia – the only Italian region that does not benefit from an interconnected gas distribution infrastructure – signal Italgas’ willingness not only to play a consolidating role in an extremely fragmented sector, but also to promote the further methanization of the country system in view of the future construction of the infrastructures that will bring natural gas to the island. The acquisition of Ichnusa’s assets, one year after our return to the Stock Exchange, is additional to the transactions carried out in recent weeks, and confirms the strategic objectives announced in the 2017-2023 Business Plan”.

Italgas acquires 12 concessions in Campania and Basilicata from Amalfitana Gas

Milan, 2 November 2017 – Italgas and Amalfitana Gas have signed today a binding agreement to acquire a company branch regarding natural gas distribution activities in three ATEMs in Campania and Basilicata, two regions in Southern Italy. The agreement includes concessions, networks, plants and staff.

All the assets involved in the operation includes 12 concessions for a total of over 22,000 redelivery points and more than 300 kilometres of network.

The value of Amalfitana Gas branch assets (enterprise value) has been set at Euro 18.5 million. At the closing of the transaction, the sum will be paid entirely in cash.

The completion of the operation is expected by January 2018 and is subject to certain conditions precedent.

Paolo Gallo, CEO of Italgas, commented

The acquisition of these new assets, which includes as well the commitment to develop new networks in the ATEMs concerned, strengthens our robust presence in Southern Italy and in Campania in particular, and establishes the conditions to create value for shareholders and for the entire Italian gas distribution system. The operation concluded today with a historical operator such as Amalfitana Gas represents a further step in the sector’s consolidation process in which Italgas aims to playing a leading role and is part of the series of acquisitions announced to the market.

Italgas Board of Directors approves the renewal of the EMTN programme and the issuance of bonds

Milan, 23 October 2017 – Italgas’ Board of Directors, chaired by Lorenzo Bini Smaghi, met today and approved the renewal of the EMTN Programme launched in 2016 and raised the Programme maximum amount up to 3,500 million euro.

The Board of Directors has also approved the issue, by 31 October 2018, of one or more bonds to be placed with institutional investors. The total amount of the bonds issued may not in any case exceed the abovementioned maximum amount. The newly bonds issued may be listed on one or more regulated markets.

As of today, 2,650 million euro of bonds have been issued under the EMTN Programme.

The EMTN Programme is an effective tool to secure funding on the bond market in order to support Italgas growth diversifying funding sources at competitive costs

Italgas: approved the consolidated results for the first nine months of 2017

Milan, 23 October 2017 – Italgas’s Board of Directors met today under the chairmanship of Lorenzo Bini Smaghi, and approved the consolidated results for the first nine months and third quarter of 2017*.

Summary

Italgas confirms the growth objectives presented to the market, particularly with regards to the increase of 14.7% in EBIT and of 27.8% in net profit. The Group has continued with the implementation of the investment plan, which amounted to €346.5 million as at 30 September 2017 (+39.8% compared with the same period in 2016), and has confirmed the objective of a total of more than €500 million in investments by the end of 2017. Approximately half of these investments are for implementing the programme for the replacement of traditional meters with “smart” meters. In the first nine months of the year 1.1 million meters were added bringing the total of new meters installed to around 2.3 million –  equal to 35% of the total and in line with the goal of completing the plan between 2019 and 2020.

In the first nine months of 2017 the Group generated cash flow from operating activities of €375.1 million, which enabled the funding of the investment plan and the payment of a dividend for 2016 maintaining the net financial position as at 30 September 2017 at approximately €3.7 billion.

Paolo Gallo, CEO of Italgas, commented:

“The results confirm the positive growth trend registered since the beginning of the year thanks to the positive effect of the rationalisation process, the corporate restructuring, the control of operating costs and financial optimisation. All the main economic indicators demonstrate a double digit growth; in particular EBITDA rose by  20% and net profit by 28%. The implementation of our investment plan is progressing in line with the objectives presented to the market, and with a focus on the replacement of meters, network development and replacement initiatives, and the application of digital technological solutions which will continue to generate efficiencies and benefits for the entire Italian gas distribution system”.

Key figures Consolidated economic and financial highlights:

  • Total revenue: €835.0 million (+7.2%)
  • EBITDA: €577.9 million (+20.0%)
  • EBIT: €306.7 million (+14.7%)
  • Net profit: €213.3 million (+27.8%)
  • Technical investments: €346.5 million (+39.8%)
  • Net cash flow from operating activities: €375.1 million
  • Net financial debt: €3,728.3 million

Operating highlights including unconsolidated affiliates:  Gas concessions: 1,581

  • Number of active meters: 7.4 million
  • Gas distribution network: more than 65,000 Km

Italgas acquires 100% of Enerco Distribuzione S.p.A

Milan, 19 October 2017 – Last night, Italgas signed a binding agreement with H2C SpA to acquire 100% of the subsidiary Enerco Distribuzione S.p.A., which is headquartered in Padua and active in the natural gas distribution sector in the Padua and Vicenza provinces.

Enerco Distribuzione has 27 concessions, operates a network of over 800 kilometers of pipelines, and supplies approximately 30 thousand customers.

The value of Enerco Distribuzione’s assets (enterprise value) was set at Euro 51 million. At the closing of the transaction, the sum will be paid entirely in cash, net of debt. The closing is expected by the end of 2017 and is subject to pre-closing requirements by H2C.

Paolo Gallo, Chief Executive of Italgas, commented: “The acquisition of Enerco is part of Italgas’ development strategies that we announced to the market. Through acquisitions of small and medium-sized operators, the Company is pursuing its goal of consolidating the gas distribution market ahead of the concession tenders. In what remains a fragmented market with over 200 companies in operation, Italgas plans to confirm its leading role in national consolidation, carrying out targeted transactions that create value for the its shareholders. The result of this process will benefit the entire Italian gas distribution system and generate important investments in the territory. The acquisition of Enerco, an efficient gas distribution operator, marks the first of a series of transactions in the coming months where Italgas will be the key player“.

Moody’s affirms Italgas at ‘Baa1’, Negative Outlook

Milan, 12 October 2017 – Moody’s Investors Service (“Moody’s”) has affirmed Italgas S.p.A Long-Term Issuer Rating at ‘Baa1’ with Negative Outlook.

The rating affirmation reflects the Group’s strong focus on domestic low-risk gas distribution activities under a well-established and supportive regulatory framework.

Moody’s highlights Italgas’s strong cash flow generation and the good degree of operating efficiencies that would allow the Company to have a competitive advantage in the upcoming gas concession tenders.

Italgas: a fixed rate bond issue successfully launched for a total amount of 500 million euro

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

Milan, September 11, 2017 – Today Italgas SpA (rating BBB+ by Fitch, Baa1 by Moody’s) successfully launched a fixed rate note issue, with maturity 18 January 2029 for an amount of 500 million euro with an annual coupon of 1.625% under its EMTN Programme (Euro Medium Term Notes) which was approved by the Board of Directors on 18th October, 2016.

The issuance is aimed at further optimizing Italgas financial structure, in terms of Italgas short and medium-long term debt, extending the average duration of debt and increasing the fixed rate quota.

This bond represents the longest tranche ever issued by Italgas so far and the longest tenor issued in euro by an Italian issuer in 2017 year to date.

The transaction was more than 2.6 times oversubscribed with high quality and wide and geographical diversification of investors.
Joint Bookrunners of the placement, restricted to institutional investors only, were Banca IMI, BNP Paribas, Citi, J.P. Morgan, Mediobanca, Société Générale and UniCredit.

The bond will be listed on the Luxembourg Stock Exchange.

Details are as follows:

  • Amount: 500 million euro
  • Maturity: 18 January 2029
  • Annual coupon of 1.625%. The re-offer price is 99.746 (equivalent to a spread of 72 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 finalises its First Euro Medium Term Notes Programme

Milan, 21 November 2016 – Italgas has finalised a medium to long-term issuance programme (Euro Medium Term Note Programme), for a total of up to EUR 2.8 billion, further to the Board of Directors’ approval on 18 October 2016.

The programme envisages the issuance of one or more non-convertible bonds to institutional investors in Europe, issued in one or more tranches by 31 October 2017.

The issued securities will be listed on the Luxembourg Stock Exchange. Moody’s and Fitch credit rating agencies have assigned this programme a rating of “Baa1” Outlook Stable, and “BBB +” respectively.

“In line with our strategy and targets presented to the financial community during our Capital Market Day and the road show, we are laying the foundations to establish a solid and efficient financial structure – Paolo Gallo, CEO of Italgas, said – aiming to diversify our funding sources and reach an appropriate balance between fixed and floating rate at competitive costs”.

The prospectus of EMTN Programme is available on the Company’s website (www.italgas.it in the “Investors” – “Debt and Credit rating” section).