In October 2016, Snam S.p.A, CDP Reti S.p.A and CDP Gas S.p.A (the latter having subsequently merged into CDP) entered into a shareholders’ agreement concerning their respective shares in Italgas S.p.A. (“Italgas” or the “Company”).
On 20 October 2016 Snam S.p.A. (“Snam”), CDP Reti S.p.A. (“CDP Reti”) and CDP Gas S.p.A. (“CDP Gas”) signed a shareholders’ agreement (the “Italgas Shareholders’ Agreement”) covering all the shares that the respective parties held in Italgas of consequence and with effect starting on the effective date of the partial and proportional demerger from Snam in favour of Italgas and the simultaneous listing of the Italgas shares, namely 7 November 2016.
On 1 May 2017, CDP Gas was merged into CDP S.p.A. (“CDP”), to which the Italgas shares held by CDP Gas were transferred. On 19 May 2017 these same shares were transferred to CDP Reti, already party to the Italgas Shareholders’ Agreement.On 1 August 2019 the Italgas Shareholders’ Agreement was further updated to take account of the re-qualification of CDP’s shareholding in Italgas as de facto control pursuant to Article 2359, subsection 1, no.2) of the Italian Civil Code and Article 93 of the Consolidated Law on Finance.
The Italgas Shareholders’ Agreement was subsequently renewed, respectively, on 7 November 2019 and on 7 November 2022.
The Italgas Shareholders’ Agreement was filed in copy at the Milan Business Registry on 11 November 2016 and the essential information, as subsequently amended, can be retrieved from the Company’s website.
On 21 March 2023, Snam e CDP Reti executed an amendment agreement of the Italgas Shareholders’ Agreement. The amendment agreement was filed in copy at the Milan Business Registry on 21 March 2023. The extract of the amendment agreement of the Italgas Shareholders’ Agreement and the essential information regarding the Italgas Shareholders’ Agreement can be retrieved from the Company’s website.
What the Shareholders’ Agreement covers
Amongst other things, the Italgas Shareholders’ Agreement governs.
The exercise of voting rights attached to the syndicated shares.
The establishment of a consultation committee.
The obligations and methods for submitting a joint slate for the appointment of members of the Company’s Board of Directors, with the rights of each party with regard to the designation of candidates.
Sale and purchase
Certain restrictions on the sale and purchase of Italgas shares.
Shareholders’agreementbetween CDP and State Grid
On 27 November 2014, CDP S.p.A. (“CDP”), on the one hand, and State Grid Europe Limited (“SGEL”) and State Grid International Development Limited (“SGID”), on the other, entered into a shareholders’ agreement (the “SGEL Shareholders’ Agreement’”) in the context of the sales contract concluded between the same parties on 31 July 2014 in accordance with which on 27 November 2014 SGEL acquired from CDP a stake equal to 35% of the share capital of CDP Reti.
In conjunction with the effectiveness of the partial and proportional demerger from Snam in favour of Italgas and the simultaneous listing of the Italgas shares on 7 November 2016, SGEL, SGID and CDP have amended and supplemented the SGEL Shareholders’ Agreement, effective on the same date, extending its application to the stake held by CDP Reti in Italgas.
The SGEL Shareholders’ Agreement was filed in copy at the Milan Business Registry on 11 November 2016 and can be retrieved in extract from the company’s website.
Documents related to shareholders’ agreements