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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.

Italgas: Consolidated results for the first nine months and third quarter of 2022 approved

Milan, 27 October 2022 – Italgas’ Board of Directors, chaired by Benedetta Navarra, met yesterday and approved the consolidated results of the first nine months and third quarter of 2022.

Key figures1

Consolidated economic and financial highlights:

  • Total revenues: € 1,087.0 million (+8.1%)
  • Gross operating margin (EBITDA): € 785.4 million (+4.9%)
  • Operating profit (EBIT): € 454.9 million (+5.6%)
  • Adjusted net profit attributable to the Group: € 288.6 million (+5.5%)
  • Technical investments: € 546.7 million
  • Cash flow from operating activities: € 455.3 million
  • Net financial debt (excluding the effects pursuant to IFRS 16): € 6,027.9 million
  • Net financial debt: € 6,096.4 million

ESG – key indicators, Scope 1 and Scope 2 and energy consumption:

  • Net energy consumption: 372.7 TJ (-14.8%)
  • 100.0 103 tCO2 eq Scope 1 and 2 (-18.4%)
  • 66,167 km of network inspected (+17.8%)
  • Fugitive emissions/km investigated: 72.5 Sm3/km (-31.0%)

Operating highlights (including affiliates):

  • Municipalities in gas distribution concessions: 2,039
  • Number of active meters: 8.309 million
  • Gas distribution network: around 82,215 Km

The results of the Italgas Group in the first nine months of 2022 confirm the growth of the economic and financial indicators and the development of operational activities with the achievement of the sustainability targets which the 2022-2028 Strategic Plan, presented to the financial community on 15 June 2022, revised further upwards.

These results mainly leveraged the Group’s digital transformation, with significant investments in assets, processes and people, and confirm that the gas distribution sector can provide an important contribution to the process of ecological transition, reduction of consumption and increasing the efficiency of the country’s energy system.

In the period, € 546.7 million in investments were made, devoted primarily 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 the first nine months of 2022, 272 km of new pipes were laid in Italy. In Sardinia, the creation of new fully digital networks reached a total length of 909 km out of a total to be developed of around 1,110 km. In addition, 11 new GNL storage and regasification plants were commissioned, for a total of [64] plants serving the basins under concession.

The net financial position as at 30 September 2022 was € 6,096.4 million (€ 4,980.0 million as at 31 December 2021). The net financial position amounted to € 6,027.9 million (€ 4,910.0 million as at 31 December 2021), net of financial liabilities pursuant to IFRS 16 of € 68.5 million (€ 70.0 million as at 31 December 2021).

The EBITDA for the first nine months of 2022 amounted to € 785.4 million (+4.9% compared to 30 September 2021) and adjusted net profit attributable to the Group was € 288.6 million (+5.5% compared to 30 September 2021).

On 1 September 2022, in the context of the public tender called by the Greek government for privatisation of the gas distribution operator DEPA Infrastructure Single Member S.A, through its subsidiary Italgas Newco S.p.A., Italgas finalised the acquisition of 100% of DEPA Infrastructure S.A. from Hellenic Republic Asset Development Fund S.A. (HRADF) and Hellenic Petroleum Holding S.A. (HELPE). The consolidated balance sheet and income statement of the Italgas Group as at 30 September 2022 therefore reflects the effects of the first consolidation, starting on 1 September 2022, of DEPA Infrastructure Single Member S.A. and its subsidiaries 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).

Italgas will thus make its experience and technological know-how available to the Greek market to build top-level infrastructures, and through this, it will contribute to achieving the targets for phasing out coal and lignite set by the government, in line with the targets set by the EU.

Paolo Gallo, CEO of Italgas, commented

With the third quarter of 2022 showing improvements in all income statement, cash flow, operational and sustainability results, there have been 23 quarters of consecutive growth: this demonstrates the Group’s soundness and determination in pursuing its objectives, despite the complexity of the geopolitical scenario and its impacts on Italy’s economic and social system.

In these nine months, the EBITDA has grown by around 5%, amounting to € 785.4 million. The adjusted net profit attributable to the Group, amounting to € 288.6 million, also grew by 5.5%. Investments – over € 546 million – were mainly dedicated to the digital transformation of assets and processes, as well as the repurposing of the networks to outfit them to distribute renewable gases.

In 2023, 90% of Italgas’ networks will be smart, digital and flexible, ready to absorb increasing quantities of biomethane and, subsequently, hydrogen and synthetic gases. This will enable new, more efficient approaches for operating and managing networks: they will be remote controlled, capable of warning of the occurrence of phenomena that could potentially cause anomalies, allowing us to plan predictive maintenance.

Over recent months we have worked tirelessly on energy efficiency, concentrating all of the Group’s business in a single new brand, Geoside, with the goal of making this company a top level player, and on our business in Greece. Immediately after we finalised the acquisition of DEPA Infrastructure S.A., we started numerous knowledge transfer and integration activities to make our experience and technological know how available, with the common goal of building cutting-edge infrastructure that contributes to achieving the energy transition targets set by the Greek government.

Technological innovation and digital transformation continue to be the common denominator in our development plans and all of our operating processes, the drivers that we use to get ahead of change, gradually improve our action and the level of quality of the services offered to the communities in which we operate. At the same time, it is also a factor that allows us to set increasingly important sustainability targets and to contribute to achieving the REPowerEU targets.


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

Depa Infrastructure (Italgas Group): signed a new Bond Loan with Eurobank for a total amount of up to 580 million euros

Milan, Athens, 3 October 2022 – Depa Infrastructure, the leading Greek gas distribution operator that recently became part of the Italgas’ Group, has signed a new Bond Loan Programme with Eurobank S.A., for a maximum nominal amount of up to 580 million euros, divided into 3 tranches with a maturity of up to 5,7 and 12 years respectively.

The Bond Loan will mainly be used to finance the investments envisaged in the infrastructure development plan of Depa Infrastructure and its subsidiaries in Greece.

“The loan, signed in less than one month after our entry into Depa Infrastructure,”said Paolo Gallo, Italgas’ CEO “confirms the appreciation of the financial system for the development vision that we intend to realise in Greece. Our smart, digital and flexible networks will be a driver for growth and produce a multiplier effect on wealth for the whole country, in addition to contributing to the rapid decarbonization of energy consumption, both moving to natural gas and by stimulating the production of renewable gases such as biomethane”.

The transaction, hold in the current international financial market volatility, aiming at providing the Depa Infrastructure with an adequate financial structure, among other factors, in terms of duration and type of financial instruments available.

Italgas: Moody’s Investors Service (Moody’s) affirms Rating and Outlook

Milan, 23 September 2022 – Moody’s Investors Service (Moody’s) has affirmed today Italgas S.p.A Long-Term Issuer Rating at ‘Baa2’, Negative Outlook. The rating affirmation is based on Italgas’ positioning in a sector characterized by a well-established regulatory framework, as well as on the ability to achieve operational efficiencies and respect the investment targets set out in the Strategic Plan; the Outlook reflects Italgas’ exposure to pressures linked to Italian sovereign credit quality worsening.

The rating agency highlights the Company’s strong track record on costs optimization, achieved through technological innovation and digitization activities, in addition to the ability to execute planned investments while maintaining an extremely low cost of debt, thanks to which the Company will be able to sustain its profitability and a robust cash flow generation.

Finally, Moody’s underlines the key relevance of DEPA Infrastructure acquisition, finalized last September 1st, 2022 through which Italgas will diversify its geographical footprint beyond Italy and will be able to carry out its know-how, particularly in terms of operating efficiency and cost optimization.