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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

Italgas starts institutional investors meetings to launch its debut transaction on debt capital market

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NOT TO BE PUBLISHED OR DISTRIBUTED IN THE UNITED STATES, AUSTRALIA, CANADA AND JAPAN

Milan, 4 January 2017 – Italgas S.p.A. (rated BBB+ by Fitch, Baa1 by Moody’s) has mandated BANCA IMI, BNP PARIBAS, J.P. MORGAN, MEDIOBANCA, SG CIB and UNICREDIT to arrange a series of investor meetings in the main European financial centers commencing on 9th of January, 2017.

A euro denominated fixed rate senior unsecured benchmark transaction of one or more tranches will follow, subject to market conditions evaluation.

The transaction is part of Italgas EMTN Programme (Euro Medium Term Notes) approved by the Board of Directors on 18th October, 2016.

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: 2017 financial calendar

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Milan, 20 December 2016 – Italgas announces the financial calendar and the dates of the publication of its 2017 financial results as approved by the Board of Directors:

Italgas: 2017 financial calendar 1

* Press release will be issued in the morning (non trading hours). The Conference call for the presentation of results to the financial community will be held in the afternoon on the same day.
** Press release will be issued at the end of Shareholders’ meeting.

The dividend for the 2016 financial year will be paid on May 24, 2017 (ex-dividend date: May 22, 2017- record date: May 23, 2017).

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

Moody’s affirms Baa1 Italgas rating and revises the outlook to negative from stable

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Milan, 12 December 2016 – Italgas announced that today, following the recent outlook change to negative from stable on the Italian Government’s long-term rating, Moody’s confirmed Italgas Baa1 long-term rating and changed the outlook to negative from stable.

EIB grants Italgas a 300 million Euro loan under the Juncker Plan

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Milan, 29 November 2016 – Italgas and the European Investment Bank (EIB) have signed a 300 million Euro loan agreement for the financing of projects to increase the efficiency of the distribution system and improve the quality of information available to consumers through the “smart meters” system.

This loan is supported by the European Fund for Strategic Investment (EFSI) under the Juncker Plan and represents the major transaction finalized by EIB in Italy in the utilities sector in 2016.

For Italgas this in an important step towards achieving Italgas Group’s target capital structure, as it is complementary to bank loans and characterized by a longer duration at competitive costs.

Italgas group has estimated an overall investment of around 600 million Euro in the period 2017-2020 for the implementation of Gas Smart Metering project developed by subsidiaries Italgas Reti, Napoletanagas and Acam Gas. The project consists of the installation of about 4 million ‘smart meters’ for the residential market and about 20,000 meters for commercial and industrial users, as well as the implementation of information support systems.

The 300 million Euro loan will be at a floating rate and will run for 16 years. This funding is in addition to the 424 million Euro already provided to Italgas by the EIB, making the Group one of the largest Italian counterparties of the Bank.