Comunicati: Press release price sensitive

Milan, September 24, 2024 – Italgas S.p.A. (rated BBB+ by Fitch, Baa2 by Moody’s) successfully completed today the reopening of bond issuance carried out on February 8, 2024.

The transaction recorded a demand exceeding three times the initial offer, allowing the amount offered to be increased to 350 million euros.

The proceeds of the issue will be used to refinance bank indebtedness soon to mature.

The placement, exclusively targeted to institutional investors, was organized and led, as Joint Bookrunners, by Banca Akros, BNP Paribas, BofA Securities, Citi, J.P. Morgan, Morgan Stanley and Société Générale.

The bond will be listed on the Luxembourg Stock Exchange.

Details are as follows:

Amount: 350 million euros

Maturity: February 8, 2029

Annual Coupon: 3.125%. The re-offer price is 99.683 (equivalent to a spread of 95 basis points over the reference mid-swap rate).

Milan, 24 September 2024 – Italgas S.p.A. (rated BBB+ by Fitch, Baa2 by Moody’s) launched this morning on the market a new bond issuance for 250 million euros expected, reopening the already outstanding bond of 650 million euros maturing in February 2029.

The proceeds of the issue will be used to refinance bank indebtedness soon to mature.

The placement, exclusively targeted to institutional investors, is organized and led, as Joint Bookrunners, by BNP Paribas, J.P. Morgan, Citi, Morgan Stanley, Société Générale, Bank of America e Banca Akros.

Milan, 24 July 2024 – The Italgas’ Board of Directors, which met today chaired by Benedetta Navarra, has approved the consolidated results as at 30 June 2024.

Highlights¹

• Adjusted total revenues: € 872.3 million (-6.4% mainly attributable to the reduction in energy efficiency activities connected with the so-called Super Bonus)
• Adjusted gas distribution regulated revenues: € 809.1 million (+12.0%)
• EBITDA adjusted: € 671.2 million (+10.6%)
• EBIT adjusted: € 401.8 million (+12.0%)
• Adjusted net profit attributable to the Group: € 241.5 million (+13.3%)
• Technical investments: € 353.7 million
• Cash flow from operating activities: € 529.5 million
• Net financial debt (excluding the effects pursuant to IFRS 16): € 6,731.4 million
• Net financial debt: € 6,829.4 million
• Net energy consumption: 225.2 TJ (-12.4%)
• 73,059 km of network investigated (+35.9%)

 

Italgas’ economic and financial indicators for the first six months of 2024 show a growth trend that continues uninterruptedly since 2017 confirming the effectiveness of the strategic choices of digital transformation and innovation made over time.

With an adjusted net profit of € 241.5 million (+13.3%) the Group continues on the path of growth outlined in the 2023-2029 Strategic Plan.

Total adjusted revenues amounted to € 872.3 million. The increase in regulated gas distribution revenues (+12.0% compared to the corresponding period of 2023) and the contribution of Acqua Campania have partly offset the expected drop in revenues related to energy efficiency activities (end of the so-called ‘Superbonus’).

In the Italian gas distribution business, activities are continuing towards the repurposing and completing the digitisation of the network, the main enabler of the ecological transition as it allows for the acceptance of incremental quotas of renewable gas, such as biomethane and green hydrogen, in blending with gas of fossil origin; in Greece, the development of the network towards areas of the country not yet reached by methane continues, contributing, at the same time, to achieving the objectives of decarbonising consumption.

In the water sector, activities are underway to integrate recently acquired companies into the Group and to share technical and technological know-how aimed at fostering the development of a more efficient service, reducing losses and creating value for communities.

In the first half of 2024, technical investments in the amount of € 353.7 million were made, thanks to which a variety of interventions were carried out, including the installation of 354 kilometres of gas distribution pipelines.

Adjusted EBITDA for the first six months of 2024 came to € 671.2 million, up +10.6% compared to 30 June 2023, also thanks to cost containment and the improvement in the regulated gas distribution WACC in Italy.

Cash flow from operating activities amounted to € 529.5 million, an increase of € 210 million compared to the previous year, and enabled investments to be fully financed, generating a free cash flow, before M&A transactions, of € 139.4 million.

The Group’s commitment to continuous improvement in environmental performance continued, with a drop in net energy consumption of -12.4% in the half-year period. The trend in Scope 1 and 2 emissions (+11.1% in absolute volume) reflects the acceleration of leakage detection activities: the portion in kilometres of network investigated increased by 35.9% compared to the same period last year, while the rate of atmospheric leakage detected, measured as the ratio of volume of gas dispersed to kilometres of network investigated, fell significantly, by 17.4% for the Italian scope and 44.1% for the Greek scope.

 

Paolo Gallo, CEO of Italgas, commented:

 

 

“The results for the first half of 2024 confirm the solid performance of the Italgas Group and the clear vision for the future development of our activities.

 

The economic and financial indicators showed significant double-digit growth. The most important results include adjusted EBITDA, which increased by 10.6%, rising to € 671.2 million and Group Adjusted Net Profit, which exceeded € 240 million, up 13.3% compared to the first half of last year.

 

With more than € 350 million already invested, the development of networks and facilities to be made available for a sustainable, safe and competitive ecological transition for Italy and Greece is being strengthened. This share is expected to grow further in the second half of the year, with investments increasing according to a higher rate of progression.

 

Our commitment in the water sector has enabled us to achieve the first significant results in less than a year. We have made our execution capacity available to the authorities in the south of the country to mitigate the effects of the low rainfall. The application on water networks of the technologies developed for the gas network will allow us to recover efficiency and value for the territories served.

 

Innovation, sustainability, the circular economy and training remain the key points of our daily operations. We continue to work to contribute to the decarbonisation of consumption and favour the sustainable development of the territories”.

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¹ The consolidated balance sheet and income statement of the Italgas Group at 30 June 2024 reflects the effects of the first consolidation, starting 30 January 2024, of Acqua Campania and subsidiaries; instead, the data relating to Scope 1 and 2 emissions and net energy consumption does not include Acqua Campani

Milan, May 30^th 2024 – Italgas Board of Directors met under the chairmanship of Benedetta Navarra to examine the expected financial and operating performance of the Group in 2024 and approved the guidance of the year.

 

Guidance 2024

• Revenues: ~1.8 billion euros
• EBITDA: 1.32-1.35 billion euros
• EBIT: ~0.8 billion euros
• Technical Capex: ~0.9 billion euros
• Net Debt: ~6.6 billion euros ¹
• Leverage: below 64% ²

Italgas expects a recovery in adjusted revenues for remainder of the year with a final result in line with 2023.

 

Over the span of 2024, the overall revenues from gas distribution regulated activities are expected to grow double digit driven mainly by RAB growth in Italy and in Greece and by the growth in the allowed return in Italy. Those results, coupled with the contribution of Acqua Campania, compensate the lower contribution of the Group’s ESCo activities.

 

Cost control will continue to be central to achieve further operational efficiencies across all business lines and the integration process of the companies operating in the water business recently acquired will continue.

 

Italgas plans to invest the majority of capex in Italy, confirming the effort on repurposing and digital transformation of the network. In Greece the development of the distribution grid progressed in line with the investment

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¹ The net financial debt expected for 2024 excludes the financial debt for leasing pursuant to IFRS 16

² Gas distribution regulated activities

Milan, 16^th May 2024 – Following the announcement of last 13^th May of the start of a period of exclusivity for the acquisition of 100% of the share capital of 2i Rete Gas, Italgas informs that its major shareholder CDP Reti S.p.A. underlined in a letter that “considering the strategic role of the infrastructure and energy sectors, we look favorably on the possibility of the trasaction to take place, recognizing the potential industrial value”.

“In this perspective, as shareholders, we are willing to evaluate forms of support for the implementation of the potential transaction, once the information necessary to verify the existence of the prerequisites for our intervention has been acquired” and “in any case subject to the resolutions of the relevant corporate bodies”.

Milan, 14^th May 2024 – Italgas informs that following the announcement of the start of a period of exclusivity for the potential acquisition of 100% of the share capital of 2i Rete Gas, the presentation of the Strategic Plan 2024-2030, initially planned for June 12^th 2024, is postponed.

The new date will be promptly communicated to the financial community as soon as it is finalized.

Milan, 14 May 2024 – The Italgas’ Board of Directors, which met yesterday chaired by Benedetta Navarra, has approved the consolidated results as of 31 March 2024 (unaudited).

Highlights¹

• Total revenues: € 431.3 million (-10.1% as a result of the reduction in energy efficiency activities connected with Superbonus)
• Gas distribution regulated revenues: € 403.5 million (+11.2%)
• EBITDA: € 325.7 million (+9.6%)
• EBIT: € 192.7 million (+11.7%)
• Net profit attributable to the Group: € 117.6 million (+13.5%)
• Technical investments: € 160.9 million
• Cash flow from operating activities: € 342.2 million
• Net financial debt (excluding the effects pursuant to IFRS 16): € 6,452.1 million
• Net financial debt: € 6,546.3 million
• Scope 1 and 2 emissions: 23.7 10³ tCO₂ eq (-4.0%)
• Net energy consumption: 147.9 TJ (-14.2%)

The results achieved in the first three months of 2024, with net profit attributable to the Group of € 117.6 million (+13.5%) confirm the growth path marked out in the 2023-2029 Strategic Plan and offset the contraction of the component deriving from the Group’s ESCo activities.

Total revenues came to € 431.3 million as a result of the increase in gas distribution regulated revenues (+11.2% compared with the same period of 2023), which offset the decline in other revenues, which dropped by € 89.3 million, mainly due to the reduction in revenues relating to energy efficiency activities, due in particular to the fading of the so called “Superbonus” boost. In this scenario, Geoside is now focused on increasing the pipeline of industrial efficiency projects and on integrating the offer for the residential sector.

In Italy, the repurposing and the digital transformation of the gas network continues, the main enabler of the ecological transition, whilst in Greece, development of the distribution grid proceeds; the procedure for the integration of the recently acquired water companies into the Group has begun.

During the first quarter of 2024, technical investments were made for an amount of € 160.9 million and 175 km of gas distribution pipelines were laid (of which 104 operating and 98 in Greece). In addition, February 2024 also saw around 900 km of pipelines enter the consolidation area in relation to the Belluno ATEM. Investments, which reflect a different monthly progression from 2023, are expected to accelerate during the year.

EBITDA for the first three months of 2024 came to € 325.7 million, up +9.6% compared to 31 March 2023, also following the improvement in the regulated gas distribution WACC in Italy. Net profit attributable to the Group totalled € 117.6 million, a +13.5% increase compared to 31 March 2023.

Cash flow from operating activities amounted to € 342.2 million, up € 235.0 million compared with the previous year, as the temporary phenomena that had impacted the first quarter of 2023 have now been reabsorbed. The cash flow from operations made it possible to fully finance net investments generating a free cash flow before M&A transactions of € 140.8 million.

The Group’s commitment towards the continuous improvement of its environmental performance progresses, with a 4.0% reduction in Scope 1 and 2 emissions compared with the previous quarter, driven by the decline in net energy consumption (-14.2%).

Paolo Gallo, CEO of Italgas, commented:

 “The results achieved in this first quarter allow Italgas to start the 2024 committed to the solidity.

 The economic-financial indicators have recorded excellent growth, in many cases in double digits.

 The most important results include EBITDA, which increased by 9.6%, rising to € 325.7 million and Group Net Profit, which approached € 120 million, up 13.5% compared to the first quarter of last year. More than € 160 million have been invested to give a further boost to the development and digital transformation of the networks and systems in both Italy and Greece, in support of the ecological transition to net zero.

 With the commitment of all Italgas’ people and the entire chain of suppliers, we continue to to constantly improve the technologies that will allow us to accelerate the decarbonisation of consumption and energy savings in support of the sustainable development of the territories and the growth in value of the Group”.

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¹ The consolidated balance sheet and income statement of the Italgas Group at 31 March 2024 reflects the effects of the first consolidation, starting 30 January 2024, of Acqua Campania and subsidiaries; instead, the data relating to Scope 1 and 2 emissions and net energy consumption does not include Acqua Campania.

Milan, 13^th May 2024 – Italgas announces that, further to the submission of a non-binding offer for the acquisition of the entire share capital of 2i Rete Gas S.p.A (“2i Rete Gas”), the shareholders F2i SGR S.p.A and Finavias S.à r.l. have granted Italgas an exclusivity period to perform due diligence with the objective to submit a binding offer for the acquisition of 100% of the share capital of 2i Rete Gas.

Should a binding agreement be entered into, Italgas will finance the acquisition via a bridge credit facility, underwritten by J.P. Morgan, which could be refinanced through a combination of equity, debt or equity like instruments, with the objective of maintaining the current rating profile of Italgas. Final terms and conditions of the refinancing will be announced to the market upon finalization of the binding agreement.

J.P. Morgan is acting as Financial Advisor and Legance – Avvocati Associati is acting as legal advisor of Italgas.

• 2023 financial statements approved
• Dividend of € 0.352 due on each share (+11% compared to the previous year)
• Favourable opinion on the Report on the 2024 Remuneration Policy and 2023 Compensation Paid
• 2024-2025 Co-investment Plan and free share capital increase to service it approved

Turin, 6 May 2024 – The Ordinary and Extraordinary Shareholders’ Meeting of Italgas took place today in Turin under the chairmanship of Benedetta Navarra. The meeting was attended by shareholders holding 77.040% of the share capital.

“The excellent performance recorded by the Group in 2023, which translated into further growth in all the economic and financial indicators – underlined Italgas’ Chairperson Benedetta Navarra – allowed us to propose to the Shareholders’ Meeting a dividend distribution of 0.352 euros per share, an 11% increase on last year. An important signal for the satisfaction of our investors as well”.

Paolo Gallo, CEO of Italgas, commented:

“2023 was a year of further growth for Italgas, which contributed to our Group’s definitive evolution into a Network Tech Company. This is a significant achievement, which sees Italgas increasingly establish itself as a global benchmark, capable – through its networks – of generating efficiency and returning value to territories and communities thanks to the lever of technological innovation.

Digital transformation is confirmed as the pivotal factor for our sustainable development path. An enabling element which, after having made us the first gas utility in the world to have a fully digitised network, will allow us to support Greece in phasing out coal and lignite, speed up the ecological transition process of our territories and make a decisive contribution to the water sector as well.

 In fact, 2023 was also the year in which we significantly strengthened our presence in the water sector through Nepta, which is now one of the country’s main players, directly and indirectly serving a population of approximately 6.2 million people. And it is precisely by borrowing the technologies developed in gas networks that we hope to improve the efficiency and quality of the service in an area that has historically suffered from a considerable fragmentation of management and lack of investments. We are already doing this and will continue to do so with ever greater effectiveness.”

The Shareholders’ Meeting:

• examined the consolidated financial statements of the Italgas Group as at 31 December 2023, which closed with a net profit attributable to the Group of € 439.6 million (€ 407.3* million in 2022) and an adjusted net profit attributable to the Group of € 439.6 million (€ 395.7* million in 2022);
• approved the Italgas S.p.A. financial statements for the year as at 31 December 2023, which closed with a net profit of € 301,433,790.24 (€ 259,813,111.40 in 2022);
• resolved to allocate € 0.352 (+11% compared to the previous year) as a dividend due on each share in proportion to the shares in circulation on the coupon payment date, using the profit for the financial year amounting to € 301,433,790.24 as recorded in Italgas S.p.A.’s financial statements as at 31 December 2023. The dividend will be assigned for payment as from 22 May 2024, with no. 8 coupon payment date established as 20 May 2024 and record date as 21 May 2024.

Our reporting on the performance and factors that determine and influence the company’s ability to create value over time in the social, environmental, economic and financial fields (therefore also including non-financial information pursuant to Legislative Decree no. 254 /2016) is illustrated in the “2023 Integrated Annual Report”.

As regards the Report on the 2024 Remuneration Policy and 2023 Compensation Paid, the Shareholders’ Meeting approved, with a binding vote in accordance with article 123-ter, subsection 3-ter, of Legislative Decree no. 58 of 24 February 1998 (“CLF”), Section I containing the “2024 Remuneration Policy”, and, in accordance with subsection 6 of the aforementioned article, expressed its favourable opinion with an advisory and non-binding vote on Section II in relation to the 2023 Compensation Paid.

The 2024-2025 Co-Investment Plan was also approved, under the terms and conditions described in the Information Notice prepared pursuant to Article 84-bis of Consob Regulation No. 11971/1999 and made available to the public as required by law, to which reference should be made for further information. In particular, the Plan is intended to ensure the alignment of the business results achieved and the creation of long-term value for shareholders and management remuneration, while promoting the sustainable success of the Company and the Group.

Lastly, at the extraordinary session, the Shareholders’ Meeting approved the proposal of a free share capital increase, to service the 2024-2025 Co-investment Plan, in one or more tranches, for a maximum nominal amount of € 3,720,000, by means of the issuance of up to 3,000,000 new ordinary shares. These shares are to be assigned, in accordance with Article 2349 of the Italian Civil Code, for a corresponding maximum amount taken from retained earning reserves, to the beneficiaries of the Plan only; in other words, only to employees of the Company and/or of the companies in the Group.

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The officer responsible for the preparation of financial reports, Gianfranco Maria Amoroso, declares, pursuant to paragraph 2, Article 154-bis of the CLF, that the accounting information contained in this report corresponds to the documented results, books and accounting records.