Press release price sensitive Archivi - Page 24 of 26

Changes to Italgas’ calendar of corporate events

Posted on January 26, 2017December 21, 2021 by user

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

Posted on January 12, 2017December 21, 2021 by user

NOT TO BE PUBLISHED OR DISTRIBUTED IN THE UNITED STATES, AUSTRALIA, CANADA AND JAPAN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

Posted on January 4, 2017December 21, 2021 by user

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.

Italgas: 2017 financial calendar

Posted on December 20, 2016December 21, 2021 by user

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

Posted on December 12, 2016December 21, 2021 by user

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

Posted on November 29, 2016December 21, 2021 by user

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.

Snam and Italgas sign the agreements for the demerger of Italgas Reti from Snam

Posted on November 2, 2016December 21, 2021 by user

San Donato Milanese, 2 November 2016 – As part of the transaction to transfer the entire shareholding Snam holds in Italgas Reti to Italgas, Snam and Italgas today signed:

the agreement on the partial and proportional demerger which assigns Italgas a shareholding of 52.90% of Snam’s shareholding in Italgas Reti and consequently allocates to Snam shareholders 86.50% of the capital of Italgas;
the agreement on Snam’s contribution in kind to benefit Italgas of an equity investment of 8.23% of the share capital of Italgas Reti;
the agreement on Snam’s sale to Italgas of 98,054,833 Italgas Reti shares, amounting to 38.87% of the share capital of Italgas Reti.

The demerger agreement has been filed today at the Milan Business Register for its necessary registration.

The deeds of the transaction are conditional upon each other, thereby guaranteeing the unitary, substantial simultaneous nature of the individual steps of the transaction. Without prejudice to registration in the Business Register, the effectiveness of the demerger agreement is conditional upon Borsa Italiana issuing authorization for the ordinary shares of Italgas to be listed on the Electronic Share Market and upon CONSOB issuing the equivalence opinion on the Information Document relating to the listing of the ordinary shares of Italgas, pursuant to article 57, subsection 1, letter d) of the Issuer Regulation.

The effects of the demerger, and likewise the start of the trading of Italgas shares on the Electronic Share Market, are due to start on 7 November 2016.

As a result, in compliance with the resolutions of the extraordinary shareholders’ meetings of Snam and Italgas, from the date the demerger comes into effect Italgas shall increase its share capital by a total of 40,000,000.00 euros, with respect to the contribution, and by a total of 961,181,518.44 euros, due to the attribution to Italgas of the Set of Assets Demerged through the issuing of 700,127,659 ordinary shares without par value, to be attributed to Snam shareholders in the ratio of 1 Italgas share for every 5 Snam shares owned.

The demerger will also see Snam’s share capital reduced by 961,181,518.44 euros, without resulting in the cancellation of shares. Therefore Snam’s share capital will amount to 2,735,670,475.56 euros, fully paid in, divided into 3,500,638,294 ordinary shares without par value, while Italgas’ share capital will amount to 1,001,231,518.44, fully paid in, divided into 809,135,502 ordinary shares without par value.

The Information Document will be made available to the public on the Issuer’s website (www.italgas.it), on the Snam website (www.snam.it) as well as at the registered offices of the Issuer in via Carlo Bo 11, Milan, and of Snam, in Piazza Santa Barbara 7, San Donato Milanese (MI), and made available through the authorised storage mechanism called “NIS-Storage” managed by Bit Market Services S.p.A. (www.emarketstorage.com).

Banca IMI S.p.A. and EQUITA SIM S.p.A. will act as Sponsor in relation to the listing of ordinary shares of Italgas S.p.A. on the Mercato Telematico Azionario.

Italgas Capital Markets Day to take place in London

Posted on October 24, 2016December 21, 2021 by user

San Donato Milanese, 24 October 2016 – Italgas’ top management will meet financial analysts and institutional investors today at the Italgas Capital Markets Day, which will take place in London at 2pm BST (3pm CET).

A roadshow to present the Company to the financial community in the main European and US financial markets will subsequently start.

The Company is finalizing the activities to start the trading of Italgas ordinary shares on the MTA (Mercato Telematico Azionario) organized and managed by Borsa Italiana S.p.A. on 7 November 2016, following the granting of the necessary authorizations by CONSOB and the Italian Stock Exchange. As of this date, the effects of the separation from Snam will officially come into force.

The webcast and the documents of the presentation will be available in real time on www.snam.it, starting at 2pm BST.

Snam’s Noteholders’ Meeting approves the separation of Italgas from Snam

Posted on September 30, 2016December 21, 2021 by user

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

San Donato Milanese, 30 September 2016 – Snam’s Noteholders’ Meeting, held on a single call today at the Company’s headquarters in San Donato Milanese, has approved the separation of Italgas from Snam, by means of a unitary and substantially simultaneous transaction, which will likely occur by 31 December 2016. The holders of notes listed below have approved the transaction which includes, inter alia, the partial and proportional demerger and, subsequently, the listing of shares of the beneficiary company of the demerger, directly holding the entire share capital of Italgas Reti SpA, on the Milan Stock Exchange (MTA – Mercato Telematico Azionario).

86.21% of the outstanding principal amount of the notes has convened at the Meeting and 99.69% of the outstanding principal amount of the notes represented at the Meeting has voted in favour.

The transaction has already been approved by Snam’s Extraordinary Shareholder Meeting on 1 August 2016. All the information in this respect is included in the press releases and in the other documents previously distributed, which are available on the websitewww.snam.it. The issuer will pay a consent fee to the noteholders, according to the market practice and subject to the terms set forth in the relevant documentation.

The notice of the results of the Noteholders’ Meeting is available on the website www.snam.it and is also published on the Luxembourg Stock Exchange website www.bourse.lu.

Results of each series of notes:

Series	ISIN	Description	Outstanding amount	Block Voting Instructions or Meeting Notifications received from Noteholders [1] (%)	Block Voting Instructions or Meeting Notifications in favour [2] (%)
7	XS0914292254	€1,250,000,000 2.375 per cent. Notes due 30 June 2017	€999,915,000	84.24%	100%
3	XS0829183614	€1,500,000,000 3.875 per cent. Notes due 19 March 2018	€1,200,046,000	86.45%	99.82%
9	XS0969669463	€70,000,000 2.625 per cent. Notes due 10 September 2018	€70,000,000	100%	100%
2	XS0806449814	€1,000,000,000 5.000 per cent. Notes due 18 January 2019	€850,050,000	89.85%	99.35%
14	XS1061410962	€500,000,000 1.500 per cent. Notes due 24 April 2019	€500,000,000	76.40%	100%
11	XS0985872414	‎¥‎10,000,000,000 1.115 per cent. Notes due 25 October 2019	¥‎10,000,000,000	100%	100%
6	XS0853682069	€1,250,000,000 3.500 per cent. Notes due 13 February 2020	€1,250,000,000	86.40%	99.95%
8	XS0914294979	€500,000,000 3.375 per cent. Notes due 29 January 2021	€500,000,000	89.20%	99.04%
4	XS0829190585	€1,000,000,000 5.250 per cent. Notes due 19 September 2022	€1,000,000,000	86.93%	98.73%
15	XS1126183760	€750,000,000 1.500 per cent. Notes due 21 April 2023	€750,000,000	84.26%	100%
16	XS1318709497	€750,000,000 1.375 per cent. Notes due 19 November 2023	€750,000,000	84.46%	100%
12	XS1019326641	€600,000,000 3.250 per cent. Notes due 22 January 2024	€600,000,000	88.90%	100%

DISCLAIMER

This announcement (and the information contained therein) may not be disseminated, either directly or indirectly, in other jurisdictions, particularly Japan, Canada and the United States of America, or in any other country in which the issuance of the securities mentioned in this announcement is not permitted without specific authorisations from the competent authorities and/or communicated to investors residing in said countries. Any party that comes into possession of this announcement must first check the existence of said regulations and restrictions and comply with them. The securities mentioned in this announcement have not been, and are not expected to be in the future, registered pursuant to the United States Securities Act of 1933, as amended; therefore, they cannot be offered or sold, either directly or indirectly, in the United States, except pursuant to an exemption.

[1] As a percentage of Outstanding Principal Amount

[2] As a percentage of total votes received from noteholders

Italgas submits application for admission of shares on the Electronic Share Market of Borsa Italiana

Posted on September 13, 2016December 21, 2021 by user

San Donato Milanese, 13 September 2016 – Italgas S.p.A. (formerly ITG Holding) yesterday submitted an application for the admission of ordinary shares to be listed on the Electronic Share Market (MTA) organised and managed by Borsa Italiana, under the scope of the industrial and corporate reorganisation to demerge Italgas from Snam.

At the time of applying for admission to listing, the company ITG Holding S.p.A. took on the name of Italgas S.p.A., whilst the operative company Italgas S.p.A. took on the name of Italgas Reti S.p.A.

For the purpose of admission to listing, the Board of Directors of Italgas S.p.A., appointed by the Shareholder Meeting, comprising Lorenzo Bini Smaghi (Chairman), Paolo Gallo (Chief Executive Officer), Nicola Bedin, Barbara Borra, Maurizio Dainelli, Cinzia Farisè, Yunpeng He, Paolo Mosa and Paola Annamaria Petrone, determined that, with regard to the nine Directors, four of whom are independent, there are no causes of ineligibility or incompatibility and that each of them possesses the integrity requirements laid down by current legislation. In addition, the Board of Directors also determined that Directors Barbara Borra, Nicola Bedin, Cinzia Farisè and Paola Annamaria Petrone possess the independence requirements laid down by law and by the Corporate Governance Code.

Furthermore, the Board of Directors also determined that the members of the Board of Statutory Auditors – Gian Piero Balducci (Chairman), Giandomenico Genta, Laura Zanetti (Standing Auditors), Marilena Cederna and Walter Visco (Alternate Auditors) – meet the requirements of professionalism and integrity pursuant to Ministerial Decree no. 162 of 30 March 2000, as specified by Art. 20.1 of the Articles of Association. It also acknowledged the adherence to the requirements of independence provided for by law and the Corporate Governance Code on the basis of the verifications carried out by the Board of Statutory Auditors and transmitted to the Board, in accordance with Application Criterion 8.C.1. of the Corporate Governance Code approved by the Corporate Governance Committee (July 2015 edition).

The Board of Directors also verified that the composition of the Board itself and the Board of Statutory Auditors complied with the provisions of law and Articles of Association in force on gender balance.

Moreover, in line with the provisions of the Corporate Governance Code and Snam corporate governance system, the Board of Directors of Italgas S.p.A. has established the Control, Risk and Related Parties Transactions Committee, the Compensation Committee, the Appointments Committee and the Sustainability Committee, appointing the following members:

Control, Risk and Related Parties Transactions Committee

Paola Annamaria Petrone (Chairwoman) (*);
Barbara Borra (*)
Cinzia Farisè (*)

Compensation Committee

Barbara Borra (Chairwoman) (*);
Maurizio Dainelli (**)
Paola Annamaria Petrone (*)

Appointments Committee

Cinzia Farisè (Chairwoman) (*);
Maurizio Dainelli (**)
Nicola Bedin (*)

Sustainability Committee

Nicola Bedin (Chairman) (*);
Yunpeng He (**)
Paolo Mosa (**)

The Board of Directors attested that at least one member of the Control, Risk and Related Parties Transactions Committee, and of the Compensation Committee fulfils the requirements set out in the Corporate Governance Code. (*) A non-executive independent director (**) A non-executive director