Italgas: exclusive negotiations with Veolia for the potential acquisition of stakes in some companies active in the water sector in the regions of Lazio, Campania and Sicily

Milan, 14 March, 2023 – Italgas has entered into exclusive negotiations with Veolia Environnement S.A. Group for the potential acquisition of the Veolia Group’s stakes in a number of companies active in water service in the regions of Lazio, Campania and Sicily.

The transaction is part of the broader strategy outlined in the 2022-2028 Strategic Plan, aiming at strengthening the Group presence in the water sector. As part of the ongoing negotiations, the Veolia Group has granted Italgas an exclusivity period until May 10, 2023, for completing the due diligence activities.

Specifically, the transaction includes the potential acquisition of the Veolia Group’s stakes in the following companies:

  • 100% of Acqua S.r.l., which in turn directly holds 98.5% of Idrosicilia S.p.A. and, indirectly, 75% of the equity of Siciliacque S.p.A;
  • 100% of Idrolatina S.r.l., which in turn holds about 49% of Acqualatina S.p.A;
  • 47.9% of Acqua Campania S.p.A.

Acqua, Idrosicilia and Idrolatina are pure holding companies, while Siciliacque, Acqualatina and Acqua Campania are the operational ones.

Specifically:

Siciliacque operates under concession for the collection, storage, potabilization and adduction service in the Sicily Region with about 2,000 km of adduction network. The service covers more than 30% of the regional population.

Acqualatina manages the Integrated Water Service in ATO (Optimal Territorial Area) 4-Lazio Meridionale, which includes 38 municipalities and 550,000 inhabitants.

Acqua Campania operates in the Acquedotto Campania Occidentale under concession from the Campania Region. The operational activities of the company are the collection, potabilization, adduction and transportation of drinking water serving water distribution companies, for about 4 million inhabitants.

Italgas: The Board of Directors convenes the Shareholders’ Meeting on 20 April 2023

Milan, 9 March 2023 – Italgas’ Board of Directors, which met today under the chairmanship of Benedetta Navarra, resolved to call an Ordinary Shareholders’ Meeting on 20 April, at 2.30 p.m., in a single call, to resolve on the approval of the 2022 Financial Statements, the proposed profit allocation, the report on the remuneration policy and compensation paid, as well as the 2023-2025 long-term incentive plan.

The Board has resolved to propose to the Shareholders’ Meeting the distribution of a dividend of 0.317 euros for each Company share with dividend rights. If so resolved by the Shareholders’ Meeting, the dividend will be paid out on 24 May 2023, with coupon date of 22 May 2023 (record date 23 May 2023).

The Board of Directors, on the basis of information provided by those concerned, also ascertained, for all members, that there are no causes of ineligibility, forfeiture and incompatibility, that the integrity requirements laid down by current legislation are met, as well as compliance with the limits on the accumulation of offices established by the board; moreover, taking into account the provisions of Legislative Decree 58/98 (“CLF”) and the Corporate Governance Code (and the quantitative and qualitative criteria approved by the Board of Directors for the independence assessment), the Board of Directors assessed the independence of its Directors on 9 March 2023, confirming the assessments made at the meeting on 26 April 2022. On the same date, the Board of Directors acknowledged the check performed by the Board of Statutory Auditors in respect of its members on the absence of situations of ineligibility, forfeiture and incompatibility, that they meet the professional and integrity requirements, compliance with the limits on the accumulation of offices and that the independence requirements for members of the Board of Statutory Auditors were still met, also in accordance with the Corporate Governance Code (also taking into account the aforementioned quantitative and qualitative criteria).

In execution of the 2018-2020 Co-Investment Plan approved by the Ordinary and Extraordinary Shareholders’ Meeting of 19 April 2018, the Board resolved on the free allocation of a total of 499,502 new ordinary shares of the Company to the beneficiaries of said Plan (third cycle of the Plan) and started the execution of the third tranche of the share capital increase resolved on by the aforesaid Shareholders’ Meeting, for a nominal amount of euro 619,382.48  euros drawn from retained earning reserves. The Company will provide accurate information in the manner and within the terms prescribed by law on the implementation of the Plan and the share capital resulting from the execution of said increase.

The Ordinary Shareholders’ Meeting will be held in Turin, Largo Regio Parco 9, and those entitled to participate may also do so through Computershare S.p.A., which has been identified as the Company’s “Designated Representative” pursuant to art. 135-undecies of the CLF. For more information in this regard, see the call notice of the Ordinary Shareholders’ Meeting of Italgas which will be published by the Company in the manner and within the terms prescribed by law.

As indicated in the Shareholders’ Meeting call notice, the Integrated Annual Report as at 31 December 2022, the Report on the 2023 Remuneration Policy and 2022 Compensation Paid, the 2022 Corporate Governance and Ownership Structure Report, documentation on the 2023-2025 Long Term Incentive Plan, reports on the items on the agenda, and the remaining legal documentation for the purposes of the Shareholders’ Meeting will be made available within the time period established by law.

Italgas: Consolidated results as at 31 December 2022 approved

The Board of Directors has convened the Shareholders’ meeting for 20 April 2023

Milan, 9 March 2023 – Italgas’ Board of Directors, chaired by Benedetta Navarra, met today and approved the consolidated results as at 31 December 2022 and resolved to propose to the Shareholders’ Meeting, called to meet on 20 April 2023, the distribution of a dividend of € 0.317 per share (+7.5% compared to 2021).

Key figures1

Consolidated economic and financial highlights:

  • Adjusted total revenues: € 1,537.3 million (+12.1%)
  • Adjusted EBITDA: € 1,082.7 million (+7.3%)
  • Adjusted EBIT: € 622.8 million (+6.8%)
  • Adjusted net profit attributable to the Group: € 395.7 million (+7.6%)
  • Technical investments: € 814.3 million;
  • Cash flow from operating activities: € 571.7 million;
  • Net financial debt2: € 6,000.1 million;
  • Net financial debt (excluding the effects pursuant to IFRS 16)3: € 5,928.1 million;

Operating highlights (including affiliates):

  • Municipalities in gas distribution concessions: 2,044
  • Number of active meters: 7.959 million
  • Gas distribution network: 81,310 Km

Sustainability Highlights (Planet, People, Partnership)4:

Planet

  • 2 103 tCO2 eq Scope 1 and 2 (-12.1% on 2021);
  • 5 103 tCO2 eq Scope 3 supply chain (-6.6% on 2021);
  • Net energy consumption: 472.0 TJ (-21.0% on 2021);
  • Volumes of gas distributed: 7,961.3 million Sm3 (-10.4% on 2021);
  • Energy intensity5: 0.06 (in line with 2021);
  • Gas leakage rate6: 0.087% (in line with 2021);
  • Fugitive emissions (Sm3/km network): 90.5 (-15.2% on 2021);
  • Sending 97.6% of waste produced by the Group and 94.5% of waste produced by contractors for recovery;

People

  • 7% women in positions of responsibility (+2.7% on 2021);
  • 8% women in the company (+1.4% on 2021);
  • 129,700 hours of training delivered (+15.4% on 2021), of which 33,155 for topics relating to digitisation;

Partnership

  • 286 innovative SMEs and start-ups involved in possible collaborations related to digitisation, technological innovation, energy efficiency, security and sustainability of Group processes;
  • About 40% of strategic suppliers involved and trained on ESG issues.

The positive results achieved in 2022 are further confirmation of the strength of the Group, which has continued to grow even in a social, political and economic context that has been affected by the outbreak of war in Ukraine and the resulting effects on the energy markets.

Together with the growth of the economic and financial indicators and the development of operations, the sustainability targets, which had been further revised upwards in the 2022-2028 Strategic Plan, were also achieved.

Also in 2022, following on from previous years, digital transformation was at the centre of the Group’s development strategies, with major investments in upgrading assets and processes as well as in upskilling and reskilling of people, in recognition of the strategic role of gas distribution networks in achieving the decarbonisation targets set for consumption.

In the period, € 814.3 million in investments were made, devoted mainly to the digital transformation, the natural gas distribution in Sardinia and the repurposing of the networks to enable them to distribute renewable gases (biomethane immediately and, in the medium term, hydrogen and synthetic methane).

In 2022, 332 km of new pipelines were laid throughout Italy. The construction of new “digital native” networks in Sardinia has, on the other hand, reached a total length of 909 km out of a total to be laid of about 1,110 km, and 13 new cryogenic LNG depots have been put into service for a total of 66 plants serving the Basins under concession.

The adjusted EBITDA at the end of 2022 amounted to € 1,082.7 million (+7.3% compared to 31 December 2021) and adjusted net profit attributable to the Group was € 395.7 million (+7.6% compared to 31 December 2021).

The consolidated balance sheet and income statement of the Italgas Group as at 31 December 2022 reflects the effects of the first consolidation, starting on 1 September 2022, of the acquisition of DEPA Infrastructure Single Member S.A. and its affiliates Attiki Natural Gas Distribution Single Member Company S.A. (EDA Attikis), Public Gas Distribution Networks S.A. (DEDA) and Thessaloniki – Thessalia Gas Distribution S.A. (EDA Thess).

Consistent with actions aimed at achieving a low-carbon economy, Italgas has decided to present its climate change strategy in a specific document: Driving innovation for energy transition7. In this document, following the recommendations from the Task Force on Climate-Related Financial Disclosure, the Group describes its strong commitment to the decarbonisation of both its business, with a “Net Zero Carbon Target” for 2050, and of the local areas it operates in, ensuring the best management of the risks and opportunities associated with climate change for its business. The document also covers additional targets, which the Group has set in the new 2022-2028 Sustainable Value Creation Plan8, which, fitting into the trajectory of the Strategic Plan, addresses business-related sustainability issues: as the Group’s every action produces impacts, we are committed to maximising the positive results and minimising the potential negative effects, generating virtuous impacts on tangible and intangible capital used in our processes.

Paolo Gallo, CEO of Italgas, commented:

Against the backdrop of a 2022 that was marked by the shock in the energy markets and the outbreak of war on Europe’s doorstep, the results achieved by Italgas are further proof of the great strength of a Group capable of continuing to grow in a context conditioned by the sharp rise in the cost of raw materials and the need to meet the energy security objectives of the country.

In the past year, all key economic-financial indicators grew significantly, with adjusted EBITDA rising 7.3% to over € 1 billion, and adjusted net profit attributable to the Group increasing 7.6% to € 395.7 million: 24 consecutive quarters of growth is an achievement that only a Company with almost two hundred years of history like Italgas could achieve.

The investments, amounting to € 814.3 million, were mainly dedicated to the repurposing of the distribution network, which is now largely digital and therefore ready to accept renewable gases such as biomethane, which is already in the network, as well as hydrogen and synthetic methane, which will be introduced in the medium term. With a special focus on biomethane, Italgas is investing in facilitating the connection of production plants to distribution networks, introducing reverse flow technology to the transmission network in order to further increase the flexibility of the gas system. 

The goals set by the REPowerEU are also achievable through the contribution of energy efficiency. A sector in which we are represented by Geoside, an operator that offers technologically advanced proprietary solutions to the market that guarantee systematic energy savings; solutions that, applied to our activities, have allowed us to reduce our energy consumption by 21% in the last year. 

2022 was also the year in which Italgas made its historic return to foreign investment with the acquisition of the DEPA Infrastructure Group, alongside which we are committed to sharing our technical and technological expertise, which will be of great importance during the phase-out process, from coal and lignite, that the Greek government has decided to implement in line with EU climate targets.

Technological innovation and digitisation, the circular economy, education, diversity and inclusion are confirmed as strategic drivers to achieving the targets set in the Sustainable Value Creation Plan, which is part of the trajectory outlined in the 2022-2028 Strategic Plan in order to continue playing a leading role in the ecological transition process towards a net-zero economy.  


1The consolidated economic and financial highlights and operational highlights reflect the effects of the consolidation of the DEPA Infrastructure Group on 1 September 2022.

2The item does not include liabilities for € 34.8 million consisting of the pro-rata share of the shareholder loan to Italgas Newco S.p.A, subordinated and convertible into shares, granted by the shareholder Phaeton Holding SA, which is considered not to be financial debt. In compliance with Consob Communication No. DEM/6064293 of 28 July 2006, the net financial debt including the effects of this shareholder loan as well as the effects of the debts pursuant to IFRS 16 is represented in the notes to the consolidated financial statements and amounts to € 6,034.9 million.

3The item shows net financial debt excluding the effects of the debts pursuant to IFRS 16 and Italgas Newco shareholder loan. See section 5.2.4 Reclassified statement of financial position.

4Highlights in reference to the Italian scope.

5Calculated as the ratio of total Group energy consumption and gas distributed.

6Volume of fugitive emissions of natural gas/volume of gas distributed.

7https://www.italgas.it/wp-content/uploads/sites/2/2022/10/2021-Driving-innovation-for-energy-transition.pdf

8https://www.italgas.it/wp-content/uploads/sites/2/2022/10/Sustainable-Value-Creation-Plan-2022-2028.pdf

Italgas’ Board of Directors approved changes the members of the Board Committees

Milan, 22 February 2023 – The Italgas Board of Directors, chaired by Benedetta Navarra, met today and approved the change in the composition of the Board Committees, appointing Director Fabiola Mascardi as Chairwoman of the Appointments and Compensation Committee and Director Lorenzo Parola as Chairman of the Sustainable Value Creation Committee.

The Board Committees therefore consist of the following:

Appointments and Compensation Committee

  • Fabiola Mascardi* (Chairwoman)
  • Claudio De Marco*
  • Manuela Sabbatini**

Sustainable Value Creation Committee

  • Lorenzo Parola*** (Chairman)
  • Maria Sferruzza**
  • Qinjing Shen**

 

The composition of the Control, Risk and Related Party Transactions Committee was not changed

  • Gianmarco Montanari* (Chairman)
  • Claudio De Marco*
  • Manuela Sabbatini**

* Non-executive independent director in accordance with the CLF and the Corporate Governance Code

** Non-executive director

*** Non-executive independent director in accordance with the CLF

Italgas: 2023 financial calendar

Milan, 20th January 2023  – Italgas announces the financial calendar and the dates of the publication of its 2023 financial results as approved by the Board of Directors:

  • Integrated Annual Report and draft financial statements at December 31,
    2022;
  • Dividend proposal for 2022;
  • Report on Corporate Governance and Ownership Structure 2022;
  • 2023 Compensation Report;
  • Call of Shareholders’ Meeting.
  • Board of Directors approval
  • Press release and Conference call
March 9, 2023*
  • Financial statements at December 31, 2022;
  • Resolution on the distribution of 2022 profits.
  • Shareholders’ Meeting
  • Press release
April 20, 2023*** in a single call
  • Interim report on operations as at 31 March 2023.
  • Board of Directors approval
  • Press release and Conference call
May 4, 2023*
  • 2023-2029 Strategic Plan.
  • Board of Directors approval
  • Press release and Strategy Presentation

June 13, 2023;

June 14, 2023**

  • Half-year financial report H1 2023.
  • Board of Directors approval
  • Press release and Conference call

July 25, 2023;

July 26, 2023**

  • Interim report on operations as at 30 September 2023.
  • Board of Directors approval
  • Press release and Conference call

October 24, 2023;

October 25, 2023**

* Press release will be issued at the end of the Board of Directors’ meeting. The conference call to present the results to the financial community will take place on the  same day.

** Press release will be issued in the morning (non-trading hours). The conference Call for the presentation of the results/Strategic Plan to the financial community will take place on the same day.

*** Press release to be issued at the end of the Shareholders’ Meeting.

The following dates will be disclosed to the market:

– Dividend payment for 2022 fiscal year: 24 May 2023 (record date 23 May 2023), ex-dividend date: 22 May 2023.

– road-show to illustrate the objectives set in the 2023-2029 Strategic Plan starting in June.

Any changes to the above dates will be promptly reported.

Italgas: sale of a 10% minority stake in the holding company controlling Depa Infrastructure

Milan, 22 December 2022 – Italgas, in line with what foreseen in its 2022-2028 Strategic Plan, today completed a transaction for the sale of 10% of the share capital of Italgas Newco, the Group’s holding company that controls Depa Infrastructure, active in gas distribution in Greece, to Phaeton S.A. (the holding company of the Greek industrial group Copelouzos).

The sale of the stake took place at an equity value of approximately EUR 40 million. Considering Italgas Newco’s net financial debt, this amount corresponds to an implicit valuation of the 100% stake in Depa Infrastructure in line with the price offered by Italgas for the purchase of the equity investment during the privatisation.

Medea (Italgas Group) becomes a 49% shareholder of Energie Rete Gas

Milan, 21 December 2022 – The transaction by which Medea S.p.A. (51.85% Italgas Reti S.p.A. and 48.15% Marguerite Gas III S.à r.l.) enters the share capital of Energie Rete Gas S.r.l. (Energetica Group) was completed today.

Medea S.p.A. is the Italgas Group’s company operating in the construction and management of gas distribution networks in Sardinia; Energie Rete Gas S.r.l. is a company active in gas transportation with approximately 142 kilometres of regional methane pipelines in operation in Italy.

The transaction is realised through the contribution to Energie Rete Gas S.r.l. of Medea’s assets and activities related to gas transportation: 63 cryogenic liquefied natural gas (LNG) plants, for a total capacity of 2,350 cubic metres of LNG, and related equipment serving the distribution networks in the municipalities under Medea’s concession.

The enterprise value of the transaction is EUR 53 million, against which Medea received an equity investment in Energie Rete Gas S.r.l. equal to 49% of the share capital and an amount of EUR 30 million.

In the context of the transaction, Energie Rete Gas S.r.l and a pool of banks signed a financing agreement, the proceeds of which will strengthen the company and give further impetus to regional gas transportation. The transaction will also allow Medea to rationalise the management of its activities by separating, also from a corporate point of view, its transport activities from its natural gas distribution activities.

Depa Infrastructure (Italgas Group): completed the acquisition of the remaining 49% of EDA Thess

Athens, 19 December, 2022 – Depa Infrastructure, an Italgas Group company active in natural gas distribution in Greece, today completed the acquisition of the remaining 49% of Thessaloniki – Thessalia Gas Distribution S.A. (EDA Thess) held by Eni Plenitude.

For Depa Infrastructure, the contract was signed by Barbara Morgante, the company’s CEO.

The transaction is part of the privatisation process of Depa Infrastructure, promoted by the Greek Government and concluded on September 1st. The price paid for 49% of EDA Thess is equal to EUR 165 million (equity) in execution of the existing agreements between Depa Infrastructure and the seller.

With today’s transaction, Depa Infrastructure owns 100% of the operating companies Attiki Natural Gas Distribution Single Member Company S.A. (EDA Attikis), Public Gas Distribution Networks S.A. (DEDA) and Thessaloniki – Thessalia Gas Distribution S.A. (EDA Thess), the three major gas distribution players in Greece that manage a total of approximately 7,500 kilometers of network and 610,000 active redelivery points.

Italgas completes the acquisition of the entire stake in Janagas S.r.l. from Fiamma 2000 Group

The agreement includes over 430 km of networks serving about 12,000 customers in 12 Sardinian municipalities including Olbia

Milan, 13 December 2022 – Italgas today finalized the acquisition from the Fiamma 2000 Group of the entire share capital of Janagas S.r.l., the company that owns the LPG distribution and sale concessions, with related networks and plants, in 12 municipalities in Sardinia, including Olbia, which thus joins the other major cities of the island already under concession to the Italgas Group.

The transaction, which was announced last August 3, was completed, following the fulfillment of the conditions set out in the purchase agreement, through Medea S.p.A., the Italgas Group company that manages the gas distribution service in Sardinia.

The gas distribution networks covered by the agreement, headed by Janagas and previously by Sarda Reti Gas, extend overall for over 430 kilometers and serve about 12,000 customers in the municipalities of Olbia (Basin 5), Valledoria (3), Buddusò (10), Budoni (11), Sedilo (13), Genoni (17), Terralba (19) Simala (20), Arbus (24), Mandas and Siurgus Donigala (26), and Santadi (35).

The valuation of the transaction (enterprise value on a debt-free/cash-free basis) is equal to 31.7 million euros, to be adjusted for the value of the financial debt at the closing.

The Italgas Group thus increases its customer base in Sardinia by about 30%, further extends its presence in most of the 38 basins into which the island is divided, and is preparing to convert the acquired networks from LPG to natural gas, as planned as part of the broader project for the construction of gas infrastructure serving the region.

Italgas RETI CEO, Pier Lorenzo Dell’Orco, commented: “This operation, further strengthens our presence in Sardinia and benefits the territory which will see the implementation of new investments capable of creating the conditions for the territory’s development. With Olbia, the number of large urban centers that entrust the gas network to the Italgas Group for the efficient and effective management of the service grows.”

Medea – Group company active in gas distribution in Sardinia – CEO, Francesca Zaninotti, explained: “Janagas’ networks, a Group company active in gas distribution in Sardinia, will soon be converted to natural gas, and their digital transformation will put them in a position to distribute renewable gases, such as biomethane and hydrogen, in the near future. Infrastructure of excellence at the service of the ecological transition.”

The Italgas Group operates in Sardinia through the company Medea S.p.a., which is present, in whole or in part, in 24 of the 38 basins into which the island is divided. There are currently 77 cities served by methane, with a total of 1.4 million cubic meters distributed in the first nine months of 2022. The assets consist of about 1,500 km of natural gas networks (of which over 800 are “native digital”) and 600 km of propane-fueled air networks in the municipalities of Cagliari, Sassari, Nuoro and Oristano. Today we add the more than 430 km running on LPG under the agreement with Fiamma 2000, which will be converted to natural gas next year.

Fitch Ratings (“Fitch”) affirms Italgas at ‘BBB+’, Stable Outlook

Milan, 29 November 2022 – The rating agency Fitch has affirmed today Italgas S.p.A long-term issuer default rating at ‘BBB+’, with Stable Outlook.

The rating affirmation is mainly based on the Company’s solid business profile, thus allowing Italgas to benefit from stable cash flows originating from regulated gas distribution activities in Italy and, to a lesser extent, in Greece as well as to mitigate the effect of higher energy prices and a rising interest rate and inflation environment.

The agency also focuses on the relevance of the Strategic Plan presented last June by the Company, which envisages 8.6 billion euros investments over the period 2022-2028, out of which 20% of the total will be earmarked for the upgrading and digitization of the Greek network, and a further 20% for participation in gas tenders planned from 2024 onwards.

Moreover, Fitch highlights that Italgas’ growing perspectives are further based on its solid operating performance realized as of Q3 2022, with EBITDA up to 4.9% year-on-year achieved through higher investments carried out in the regulated core business, energy efficiency business development as well as the first monthly contribution from DEPA that offset the negative effect of a lower WACC.

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