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Italgas postpones the Board of Directors meeting for the approval of the 2023-2029 strategic plan

Milan, June 12, 2023 – Considering the national mourning declared for June 14th, 2023 following the passing of President Silvio Berlusconi, Italgas informs that the Board of Directors meeting scheduled for June 13, aimed at approving the 2023-2029 Strategic Plan, has been postponed to June 15.

Consequently, the presentation of the Strategic Plan to the financial community will also take place on the same day, June 15th 2023.


Italgas posticipa il Consiglio di Amministrazione per l’approvazione del piano strategico 2023-2029

Milano, 12 giugno 2023 – In considerazione del lutto nazionale proclamato per il 14 giugno, Italgas informa che il Consiglio di Amministrazione convocato il 13 giugno per l’approvazione del Piano Strategico 2023-2029 è stato rinviato al 15 giugno.

Conseguentemente, anche la presentazione alla comunità finanziaria del Piano Strategico avverrà nella stessa data, 15 giugno 2023.

Italgas: significant strengthening in the water sector thanks to the agreement reached with Veolia for the acquisition of stakes of three companies in the regions of Lazio, Campania and Sicily

Milan, June 9, 2023 – Italgas and Veolia signed today the sale and purchase agreement of the stakes held by the Veolia Group in some companies active in the water sector in the regions of Lazio, Campania and Sicily, following the negotiations announced in recent months. The closing of the transaction is subject to the fulfillment of certain conditions precedent, including the involvement or approval by the Public Bodies which awarded the water service concession.

The transaction is part of the broader strategy outlined by Italgas, aiming at strengthening the Group presence in the water sector.

We have taken an important step towards becoming a key player also in the water sector – commented Italgas CEO Paolo Gallo – A strategic objective to which we aim with conviction, in the knowledge that we can create value for the country by borrowing the skills and cutting-edge technologies developed in the gas sector. The digital transformation of networks and sustainable energy efficiency are, in fact, drivers capable of significantly reducing water losses, making the service more efficient and returning wealth to communities and territories”.

“Veolia will remain active in the water market through technological services and advanced solutions – commented Emanuela Trentin, CEO Siram (Gruppo Veolia) – also contributing to energy security and decarbonisation to meet the country’s significant demand for energy efficiency and for the acceleration in local and decarbonised energy production”.

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

  • 100% of Acqua S.r.l., which in turn directly holds 98.7% 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;
  • 9% of Acqua Campania S.p.A.

The holding companies Acqua, Idrosicilia and Idrolatina hold the stakes in the operational companies Siciliacque and Acqualatina.

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 and, in 2021, had €86 million in revenues. 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. In 2021, it had €138 million in revenues.

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. In 2021, it had €92 million in revenues.

For the acquisition of the above-mentioned stakes, Italgas will recognize the Veolia Group a total of approximately €115 million (in terms of equity value), partially depending upon certain targets of the operational companies.

Italgas: 500 million euros fixed rate bond issue successfully completed

Milan, 1 June 2023 – Today Italgas SpA (rating BBB+, stable outlook, by Fitch and Baa2, negative outlook, by Moody’s) successfully priced a new bond issue, due June 2032, at fixed rate and for an amount of 500 million euros, annual coupon of 4.125%, under its EMTN Programme (Euro Medium Term Notes) established in 2016 and renewed by resolution of the Board of Directors on September 15th, 2022.

The transaction has attracted almost 1.6 billion euros of demand from a high quality and geographically diversified investor base.

In line with its strategic targets, the Company took the opportunity to carry out a pre-funding exercise of future financial needs, while extending the average duration of the bond portfolio.

Joint Bookrunners of the placement, restricted to institutional investors only, were Banco Santander S.A., BNP Paribas, J.P. Morgan Securities plc, Intesa Sanpaolo S.p.A., Mediobanca S.p.A, Société Générale and Unicredit Bank AG acted as Dealer Managers.

The bond will be listed on the Luxembourg Stock Exchange.

Details of the note are as follows:

Amount: 500 million euros

Maturity: 8 June 2032

Annual coupon: 4.125%

Issue price: 98.746%

Italgas launches a new fixed rate bond issue with 9-years maturity, expected nominal amount 500 million Euros

Milan, 1 June 2023 – Italgas S.p.A. (rating BBB+ by Fitch, Baa2 by Moody’s) has launched this morning a new fixed rate bond issue, with maturity 9 years, for an expected amount of 500 million Euros.

Joint Bookrunners of the placement, restricted to institutional investors only, are Banco Santander S.A., BNP Paribas, J.P. Morgan Securities plc, Intesa Sanpaolo S.p.A., Mediobanca S.p.A, Société Générale and Unicredit Bank AG.

The transaction is to be intended as a pre-funding of the Group’s financial needs and is part of Italgas’ strategy to optimize its debt structure and extend its financial maturity profile.

Italgas: Note related to the offer presented to Veolia.

Milan, May 31st, 2023 – In relation to the potential acquisition, announced last March 14th, of the stakes held by the Veolia Group in some companies active in water service in the regions of Lazio, Campania, and Sicily, Italgas confirms that it has submitted a binding offer in the context of the ongoing negotiations.

Appointment of the Officer Responsible

Milan, 4 May 2023 – Italgas’ Board of Directors, which met today chaired by Benedetta Navarra, having heard the favourable opinion of the Board of Statutory Auditors, resolved to appoint Gianfranco Amoroso as the Officer responsible for the preparation of financial reports pursuant to Article 154-bis of Legislative Decree 59/98, to replace Giovanni Mercante, who has been appointed as Chief Financial Officer of the Greek subsidiary DEPA Infrastructure.

Gianfranco Amoroso has been Chief Financial Officer of Italgas since 1 June 2021.

To date, as far as the Company is aware, Gianfranco Amoroso holds 56,592 shares in Italgas (equal to approximately 0.006% of the share capital) and Giovanni Mercante holds 21,917 shares in Italgas (equal to approximately 0.002% of the share capital).

The curriculum vitae of Gianfranco Amoroso is available on the Company website at https://www.italgas.it/en/gianfranco-amoroso/ .

Italgas: consolidated results as at 31 march 2023 approved

Milan, 4 May 2023 – The Italgas’ Board of Directors, which met today chaired by Benedetta Navarra, has approved the consolidated results as at 31 March 2023 (unaudited).

Key figures

Consolidated economic and financial highlights:

  • Total revenues: € 479.9 million (+35.6%)
  • Gross operating margin (EBITDA): € 297.2 million (+18.9%)
  • Operating profit (EBIT): € 172.5 million (+21.6%)
  • Net profit attributable to the Group: € 103.6 million (+16.5%)
  • Technical investments: € 175.1 million
  • Cash flow from operating activities: € 107.2 million
  • Net financial debt (excluding the effects pursuant to IFRS 16)1: € 6,016.8 million
  • Net financial debt 2: € 6,089.5 million

Operating highlights (including affiliates):

  • Municipalities in gas distribution concessions: 2,045
  • Number of active meters: 7.961 million
  • Gas distribution network: 81,401 Km

Sustainability highlights:

  • 24.7 103 tCO2 eq Scope 1 and 2 (-6.4%)
  • Net energy consumption: 172.3 TJ (-17.3%)
  • 25,789 km of network inspected (+24.3%)
  • Fugitive emissions/km investigated: 35.02 Sm3/km (-21.8%)

In the first three months of 2023 Italgas Group’s operational activities continue in order to achieve the network’s digital transformation objectives and the sustainability targets set by the Sustainable Value Creation Plan contained in the 2022-2028 Strategic Plan. Italgas’ distribution networks – smart, digital and flexible – are ready to accommodate renewable gases, such as biomethane, hydrogen and synthetic methane, and to act as a driving force for the ecological transition while guaranteeing energy security and competitive costs for industries and citizens.

Key economic indicators continue to grow, thanks to major investments in the digitization of assets, processes and people that confirm the pivotal role of technological innovation in the Group’s development path.

During the period, € 175.1 million of investments were made, mainly for the extension, digital transformation and repurposing of networks. More specifically, 213 kilometres of new pipelines were laid in the first quarter of 2023.

The EBITDA for the first three months of 2023 amounted to € 297.2 million (+18.9% compared to 31 March 2022) and net profit attributable to the Group was € 103.6 million (+16.5% compared to 31 March 2022).

With reference to sustainability objectives, the significant contribution of the various innovation, digitisation and energy efficiency initiatives, both in the industrial and civil sectors, as well as the training activities aimed at informing employees on energy efficiency issues, have allowed the Group to continue on its path towards reducing net energy consumption (-17.3%) and Scope 1 and 2 climate-changing emissions (-6.4%), also in view of the inclusion of the DEPA Infrastructure Group’s contributions related to 2023.

 

Paolo Gallo, CEO of Italgas, commented:

The results achieved in the first quarter allow us to start 2023 under the banner of growth both in terms of performance and the business development in the countries where we operate.

All economic indicators showed double-digit growth, with EBITDA increasing by 18.9% to almost € 300 million and Group Net Profit exceeding € 100 million, up 16.5% compared to the first quarter of last year, thanks also to the contribution of the activities in Greece and the ESCo company.

The € 175 million invested in this first quarter further accelerated the digital transformation of the network that makes our networks ready to accommodate the renewable gases. Such gases are strategic for an ecological transition that ensures, in line with EU objectives, energy security and cost competitiveness for citizens and businesses.

Thanks to the commitment of the men and women of the Italgas Group, we are working to provide communities with an increasingly efficient service using cutting-edge technology; the very same technologies that we have laid at the heart of our path towards a decarbonised economy.

 


1 The item expresses net financial debt excluding the effects of IFRS 16 payables and the Italgas NewCo shareholder loan, inclusive of interest.

2 The item does not include liabilities for € 35.0 million consisting of the pro-rata share of the shareholder loan, including interest, to Italgas Newco S.p.A, subordinated and convertible into shares, subscribed by the shareholder Phaeton Holding SA, deemed not to be financial debt.

Italgas: Shareholders’ Meeting approves 2022 Financial Statements and dividend proposal

  • 2022 financial statements approved;
  • Dividend of € 0.317 per share (+7.5% on the previous year);
  • Favourable opinion on Report on the 2023 Remuneration Policy and 2022 Compensation Paid;
  • 2023-2025 Long Term Incentive Plan approved.

Turin, 20 April 2023 – The Ordinary Shareholders’ Meeting of Italgas took place today in Turin under the chairmanship of Benedetta Navarra. The meeting was attended by shareholders holding 82.52% of the share capital.

Benedetta Navarra, Chairwoman of Italgas, commented:

“Today’s Shareholders’ Meeting marks the end of another very important year for the Italgas Group. A year of positive results and growth in all areas and of winning choices that have placed the Company in the position to play a leading role in the ecological transition process and to become an international benchmark. Digitisation, technological innovation, circular economy, training, diversity and inclusion continue to be the cornerstones of our actions at the disposal of communities and territories”.

Paolo Gallo, CEO of Italgas, commented:

“Even in 2022 Italgas played its part in contributing to the achievement of the EU targets, considering that alongside decarbonisation targets it is crucial to ensure security of supply and industry competitiveness. An approach that we are also promoting in Greece, since the last months of last year marked the Group’s return abroad with the acquisition of Depa Infrastructure, the country’s main gas distribution player.

Digital transformation is pivotal to achieving these goals: within the next year we will complete the transformation of our network into a network of the future – smart, digital and flexible – able to easily receive and safely distribute renewable gases such as biomethane, hydrogen and synthetic methane, and to meet the targets of the ecological transition to the ‘net zero economy’, increasing diversification of sources at competitive costs.

In 2022 we have significantly strengthened our presence in the energy efficiency sector through Geoside, which now represents one of the main players at national level. Also, we are working to borrow the technological excellence developed in the management of gas networks into the water distribution sector. The target is to improve efficiency and service quality in a sector that historically suffers from a fragmentation of management and lack of investment.”

The Shareholders’ Meeting:

  • examined the consolidated financial statements of the Italgas Group as at 31 December 2022, which closed with a net profit attributable to the Group of € 407.3 million (€ 362.8 million in 2021) and an adjusted net profit attributable to the Group of € 395.7 million (€ 367.7 million in 2021);
  • approved the Italgas S.p.A. financial statements for the year as at 31 December 2022, which closed with a net profit of € 259,813,111.40 (€ 239,588,775 in 2021);
  • resolved to allocate € 0.317 (+7.5% 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 € 259,813,111.40 as recorded in Italgas S.p.A.’s financial statements as at 31 December 2022. The payment of the dividend shall be enforced from 24 May 2023, with the payment date of coupon no. 7 established as 22 May 2023 and record date as 23 May 2023.

The accounting process which led to the Company drawing up an Integrated Report for the financial year 2020 was also continued for 2022, with respect to the clear objective of providing evidence of constant development toward the integration of corporate decision-making processes. Such development can be achieved through the organisation’s coherent vision in terms of its operations, risks and opportunities, with the aim to guarantee sustainable management, aimed at creating value over time in social, environmental and economic-financial sectors. For this reason, reports on performance and factors which determine and influence the company’s ability to create value (including, therefore, also non-financial information in accordance with Legislative Decree No. 254/2016) are illustrated in the “Integrated Annual Report 2022”, containing the Directors’ Report, the Consolidated Financial Statements and the Financial Statements for the Year 2022.

As regards the Report on the 2023 Remuneration Policy and the 2022 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 “2023 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 2022 Compensation Paid.

Lastly, the Shareholders’ Meeting approved the 2023-2025 Long Term Incentive Plan, under the terms and conditions described in the Information Notice made available to the public as required by law. This tool is intended to promote the further alignment of management with the interests of Shareholders and the sustainability of value creation in the long term.

***

The manager responsible for preparing the accounting and corporate documents, Giovanni Mercante, 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.

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.