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Italgas: The Board of Directors convenes the Ordinary and Extraordinary Shareholders’ Meeting on 10 April 2025

Milan, 11 March 2025 – The Board of Directors of Italgas, which met today under the chairmanship of Benedetta Navarra, resolved to call the Ordinary and Extraordinary Shareholders’ Meeting for next 10 April 2025, at 10:00 am, in a single call.

The Extraordinary Shareholders’ Meeting will be submitted the proposal for a share capital increase, for payment and in divisible form, for a maximum total amount of Euro 1,020 millions (including any share premium), through the issue of ordinary shares, with regular dividend rights and having the same characteristics as those in circulation, to be offered on a pre-emptive basis to the Company’s Shareholders in proportion to the number of shares held pursuant to Article 2441, paragraph 1, of the Civil Code, to be paid in cash (the “Rights Issue“).

It is proposed that the Shareholders’ Meeting grant the Board full authority to define the terms and conditions of the Rights Issue, including the issue price, any share premium, the final amount of the Rights Issue, and the number of newly issued shares to be offered to shareholders, with the discretion to determine the timing of the Rights Issue.

The Rights Issue proposal, as part of the acquisition of 2i Rete Gas S.p.A. (the “Transaction”), announced to the market on 5 October 2024, will allow to reduce the net financial debt of the Italgas Group (the “Group”) post-Transaction (and consequently the ratio between the net financial debt and the RAB) consistently with the current rating.

The Board also resolved to submit to the Shareholders’ Meeting, in ordinary session, the adoption of the 2025-2027 “IGrant” share ownership plan (“IGrant Plan“) reserved for employees of Italgas and/or Group companies. The IGrant Plan  aims, among other things, to strengthen the sense of belonging of Italgas people to the Company, promote their participation in the growth of corporate value and increase the motivation of employees to achieve corporate objectives, providing for the attribution to the relevant recipients of the right to invest in the Company’s shares, as well as, upon the occurrence of certain conditions, to benefit from the free allocation of ordinary shares of the Company.

To this end, the Board resolved to submit to the Extraordinary Shareholders’ Meeting: (i) the proposal to increase the share capital against payment, in one or more tranches, for a maximum nominal amount of 4,960,000.00 euros, excluding option rights pursuant to Article 2441, subsection 8, of the Italian Civil Code, by issuing no more than 4,000,000 ordinary shares, to be reserved for subscription to the recipients of the IGrant Plan and (ii) the proposal to increase the share capital free of charge, in one or more tranches, for a maximum nominal amount of 7,440,000.00 euros, through the allocation pursuant to Article 2349 of the Italian Civil Code of a corresponding maximum amount of retained earnings reserves, with the issue of no more than 6,000,000 ordinary shares to be reserved for the beneficiaries of the IGrant Plan.

Finally, the Board resolved to submit to the Ordinary Shareholders’ Meeting the approval of a Stock Grant Plan (“Stock Grant Plan”), reserved for employees of Italgas and/or Group companies. The plan is designed to reward and incentivise individuals who have made significant contributions to the Transaction, allowing them to benefit from a share of the value increase resulting from it.

To this end, the Board resolved to submit to the Extraordinary Shareholders’ Meeting the proposal to increase the share capital free of charge, in one or more tranches, for a maximum nominal amount of Euro 558,000.00, through the assignment pursuant to art. 2349 of the Italian Civil Code of a corresponding maximum amount of reserves from retained earnings, with the issue of no more than 450,000 ordinary shares to be reserved for the beneficiaries of the Stock Grant Plan.

The Ordinary and Extraordinary Shareholders’ Meeting will be held in Milan (MI), Via Carlo Bo no. 11, and those entitled to participate may also do so through Computershare S.p.A., identified as the Company’s “Designated Representative” pursuant to art. 135-undecies of the CLF.

For further details, please refer to the call notice of the Ordinary and Extraordinary Shareholders’ Meeting of Italgas, as well as the explanatory reports and other documentation that will be made available by the Company in accordance with the procedures and timelines set by law.

***

This communication does not constitute an offer or an invitation to subscribe for or purchase any securities. The securities referred to herein have not been registered and shall not be registered in the United States under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or in Australia, Canada or Japan or any other jurisdiction in which such offer or solicitation would require the approval of local authorities or would otherwise be unlawful. The securities may not be offered or sold in the United States or to US persons unless such securities are registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available.

Italgas: The Board of Directors convenes the Ordinary Shareholders’ Meeting on 13 May 2025

Milan, 12 February 2025 – Italgas’ Board of Directors, which met today under the chairmanship of Benedetta Navarra, resolved to call the Ordinary Shareholders’ Meeting on 13 May 2025, at 2.00 p.m., in a single call, to resolve on the approval of the 2024 Financial Statements, the proposed profit allocation, the Report on the 2025 Remuneration Policy and 2024 Compensation Paid, as well as the appointment of corporate bodies.

The Board has resolved to propose to the Shareholders’ Meeting the distribution of a dividend of 0.406 euros for each Company share. If so resolved by the Shareholders’ Meeting, the dividend will be paid out on 21 May 2025, with coupon date of 19 May 2025 (record date 20 May 2025).

The Board of Directors approved the explanatory reports on the items on the agenda, including those relating to the appointment of corporate bodies containing its proposals to the Shareholders’ Meeting with reference to the determination of (i) the term of office and remuneration of the Directors, as well as (ii) the remuneration of the Chairperson of the Board of Statutory Auditors and the Standing Auditors. The Board also approved the guidelines to Shareholders on the future size and composition of the new Board of Directors.

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 the 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 12 February 2025, confirming the assessments made at the meeting on 12 March 2024. 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, the 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 2021-2023 Co-Investment Plan approved by the Ordinary and Extraordinary Shareholders’ Meeting of 20 April 2021, the Board resolved on the free assignment of a total of 511,604 new ordinary shares of the Company to the beneficiaries of said Plan (second cycle of the Plan) and resolved to execute the second tranche of the share capital increase approved by the aforesaid Shareholders’ Meeting, for a nominal amount of 634,388.96 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.

The Integrated Annual Report as at 31 December 2024, the Report on the 2025 Remuneration Policy and 2024 Compensation Paid, the 2024 Corporate Governance and Ownership Structure Report, the 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 timeframe indicated in the Shareholders’ Meeting call notice and in compliance with the terms of the law.

Italgas: consolidated results as at 31 december 2024 approved

THE BOARD OF DIRECTORS HAS CONVENED THE SHAREHOLDERS’ MEETING FOR 13 MAY 2025

Milan, 12 February 2025 – Italgas’ Board of Directors, chaired by Benedetta Navarra, met today and approved the consolidated results as at 31 December 2024 and resolved to propose to the Shareholders’ Meeting, called to meet on 13 May 2025, the distribution of a dividend of 0.406 euros per share (+15.3% compared to 2023).

Highlights

  • Adjusted total revenues: 1,778.8 million euros (+0.2%)
  • EBITDA adjusted: 1,350.9 million euros (+14.1%)
  • EBIT adjusted: 820.7 million euros (+20.5%)
  • Adjusted net profit attributable to the Group: 506.6 million euros (+15.2%)
  • Technical investments: 887.0 million euros – RAB at the end of 2024 of approximately 10 billion euros
  • Cash flow from operating activities: 1,098.7 million euros
  • Net financial debt (excluding the effects pursuant to IFRS 16 and IFRIC 12): 6,672.3 million euros
  • Net financial debt: 6,762.8 million euros
  • Scope 1 and 2 emissions: 119.2 103 tCO2eq, -20.7% compared to 2023 (same scope)1;
  • Net energy consumption2: 395.9 TJ, -6.8% compared to 2023 (same scope)3;
  • Gas Leakage Rate4: 0.069% compared to 0.089% in 2023;
  • Networks inspected annually for gas leaks into the atmosphere5: 154% compared to 120% in 2023;
  • 5% Gender Equity Pay Gap6.

In 2024 Italgas confirmed its excellence in managing its businesses, recording 32 consecutive quarters of growth and accelerating the digital transformation of its infrastructure to support the energy transition. The results achieved fit into the path set by the 2024-2030 Strategic Plan and the acquisition of 2i Rete Gas, strengthening the Group’s role in the sector.

In 2024, Italgas recorded adjusted total revenues of 1,778.8 million euros. This results was driven by the increase in gas distribution regulated revenue (+11.7% compared to 2023) and by the contribution of Acqua Campania, which offset the expected drop of the energy efficiency business following the end of “Superbonus” incentives.

Adjusted EBITDA grew by 14.1% reaching 1,350.9 million euros, thanks to a favorable regulatory framework, the recovery of inflation from previous years and the growth of the RAB, all in a context of continuous focus on operating efficiencies. Adjusted net profit attributable to the Group amounted to 506.6 million euros, with an increase of 15.2% compared to the previous year.

Cash flow from operating activities exceeded – for the first time – one billion euros (1,098.7 million euros), with a growth of 543.5 million euros compared to 2023 ensuring the full coverage of investments and M&A transactions, as well as the partial coverage of the payment of dividends equal to around 300 million euros.

In 2024, technical investments reached 887.0 million euros, achieving remarkable results: over 750 kilometres of gas distribution network were realized to improve territorial coverage, while digital transformation continued with the implementation of innovative technologies for intelligent infrastructure management.

In the water sector, the integration of acquired companies continues with the aim of optimizing service and reducing network losses through technological and digital innovation. Finally, in the energy efficiency sector, the development of offerings to industrial sector, large residential buildings and public administration continues, proposing advanced technological solutions based on those already applied within brilliant results in the Italgas Group.

Paolo Gallo, CEO of Italgas, commented:

“The 2024 results bring another year of extraordinary growth to completion. An uninterrupted journey that has continued over thirty-two quarters in line with the development goals set by the 2024-2030 Strategic Plan.

The main economic and financial results from 2024 show continuous growth: adjusted EBITDA increased by 14.1%, rising to 1,350.9 million euros and Group adjusted net profit exceeded 500 million euros, up 15.2% compared to 2023.

With approximately 900 million euros invested in 2024, the second half of the year was characterised by the announced acceleration in the development of networks and facilities, so as to ensure stronger impetus to a sustainable, secure and competitive energy transition for Italy and Greece.

The digital transformation of the water networks, made possible by the application of cutting-edge technology developed on the gas network, allows us to achieve progressively increasing results and to recover efficiency and value for the communities and territories served.

Technological innovation, digitisation, circular economy and sustainability are confirmed as the main drivers of our vision for the future. A future that, thanks to the commitment and resourcefulness of our people and the upcoming integration of 2i Rete Gas, will see us take centre stage more and more often thanks to our role as European champion of gas distribution and recognised global technological benchmark”.  

Benedetta Navarra, Chairperson of Italgas, commented:

“2024 was another year of operational excellence which contributed to consolidate our role as a global technological benchmark. This performance was not only reflected in the brilliant process of economic and financial growth, but also in the achievement of sustainability targets at the service of the energy transition in the countries where we operate, with a focus on creating value for all stakeholders.

The solid results will allow us to propose to the Shareholders’ Meeting the distribution of a dividend of 0.406 euros per share, up 15.3% compared to the previous year. An important signal for the satisfaction of our investors”.


1Also considering Acqua Campania (consolidated from 30 January 2024), which contributed 54.4 103 tCO2eq in market-based Scope 1 and 2 emissions, total Group emissions in 2024 were 173.6 103 tCO2eq.

2This refers to total energy consumption, from which any self-produced and self-consumed electricity consumption is subtracted.

3Also considering Acqua Campania, which consumed 392.7 TJ of energy, and the consumption of self-generated non-fuel renewable energy for the rest of the Group (0.5 TJ), total Group consumption in 2024 was 789.2 TJ.

4Calculated as the ratio between fugitive emissions of natural gas and volumes of gas distributed.

5Value calculated as the ratio between the linear extension of the networks inspected in the calendar year and the total extension of the Group’s gas networks.

6Calculated as the change in the average ratio of the hourly basic pay of women to men for comparable groups of employees according to organisational weight, referred to the Italian scope.

Italgas confirmed in the Carbon Disclosure Project’s “Climate A list”

Milan, 7 February 2025 – Italgas was confirmed for the third consecutive year in the “Climate A list” drawn up by the non-profit agency CDP (Carbon Disclosure Project), which brings together the best players globally for transparency and performance in the fight against climate change.

This year, CDP assessed more than 24,800 companies. In this context, Italgas positioned itself at the top of the ranking in the “Climate Change” section of the questionnaire by obtaining the highest score (rating “A”). In addition, the Group achieved a “B” rating in the “Water Security” section, compiled for the first time in 2024.

The result achieved testifies to the validity and robustness of the Group’s initiatives and targets set in the Strategic Plan and the Sustainable Value Creation Plan, confirming its growing commitment to the fight against climate change. Indeed, the CDP assessment considers the comprehensiveness of disclosure, awareness and management of environmental risks as well as the demonstration of best practices associated with environmental leadership, including the setting of ambitious targets.

Important is also the result achieved in the section on Water Security. The outcome of this first assessment highlights the commitment toward reducing leakage from the water network, as highlighted in the goals of the Strategic Plan 2024-2030.

Italgas: 2025 financial calendar

Milan, 21 January 2025 – Italgas announces the financial calendar and the dates of the publication of its financial results during 2025 that will be approved by the Board of Directors:

  • Integrated Annual Report and draft financial statements at 31 December 2024;
  • Dividend proposal for 2024;
  • Report on Corporate Governance and Ownership Structure 2024;
  • 2025 Remuneration Report;
  • Board of Directors’ approval
  • Press release and Conference call*
February 12, 2025
  • Interim report on operations as at 31 March 2025.
  • Board of Directors’ approval
  • Press release and Conference call*
May 6, 2025
  • Financial statements 2024;
  • Resolution on the distribution of 2024 profits;
  • Shareholders’ Meeting
  • Press release**
May 13, 2025
  • Half-year financial report H1 2025.
  • Board of Directors’ approval
  • Press release and Conference call*

July 24, 2025

  • Interim report on operations as at 30 September 2025;
  • Strategic Plan 2025-2031.
  • Board of Directors’ approval
  • Press release and Conference call***

October 28, 2025

October 29, 2025

 

*  Press release to be issued at the end of the Board of Directors’ meeting and presentation of the results to the financial community on the same day.

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

*** Press release to be issued in the morning (non-trading hours); Conference Call for the Strategic Plan presentation to the financial community on the same day.

The following dates will be disclosed to the market:

– Dividend payment for 2024 fiscal year: 21 May 2025 (record date 20 May 2025), ex-dividend date: 19 May 2025;

– roadshow to illustrate the objectives set in the 2025-2031 Strategic Plan to institutional investors and financial analysts, following the Plan presentation.

Any changes to the above dates will be promptly reported.

Enaon (Italgas Group): €1 Billion Investment by 2030 to Support Greece’s Ecological Transition

Athens, December 4, 2024 – Italgas has envisaged a total investment of €1 billion in Greece as part of the Group’s 2024-2030 Strategic Plan. This program will be executed by its subsidiary Enaon, focusing on four main pillars to support Greece’s ongoing ecological transition:

  • Methanization of areas not yet connected to the gas distribution network and contributing to the phase-out of more polluting fuels like lignite and coal.
  • Digital transformation of the network, including the replacement of traditional smart meters with “H2 ready” technology.
  • Development of renewable gases, primarily biomethane and green hydrogen, to bolster decarbonization efforts.
  • Repurposing the existing network to make the energy infrastructure more flexible, ready for a more sustainable energy future.

The plan, unveiled today, spans seven years and aligns with the Group’s growth trajectory.

“This Plan brings €1 billion to Greece commented Paolo Gallo, CEO of Italgas and outlines the development path of the country’s energy infrastructure. A path that passes through the ability to continue to enhance local know-how, using the experience gained in Italy to reduce the application times of cutting-edge technologies and the development of the network. The digital transformation of the network, the introduction of the DANA platform for its full automation and the installation of Nimbus, the ‘H2 ready’ smart meter will allow the green gas revolution to be rapidly enabled. Enaon’s contribution to Greece’s development is tangible and impactful: actively promoting an ecological transition which, regardless of ideologies, guarantees safety, sustainability and cost competitiveness for families and businesses”.

The plan allocates €650 million for the construction of over 3,000 kilometers of new network, extending service to areas not yet connected. This expansion will introduce a new energy source to 18 cities (including Patra, Ioannina, Kastoria, Florina, Grevena, and Orestiada) and increase the customer base served by Enaon from the current 615,000 to 920,000 by 2030.

As part of the network development, the application of the distribution system based on cryogenic LNG depots is also envisaged, which is particularly effective for remote areas that are not reached by the major methane transport backbones, thus overcoming energy isolation. Nine LNG depots will be built in the first part of the Plan.

In 2025, 100 per cent of the assets will be digitised and in 2026 the proprietary software DANA (Digital Advanced Network Automation) will be integrated for the automated management and remote control of networks and plants. The DANA technology, successfully applied to the Italian network, will be extended to Enaon taking into account its peculiarities, demonstrating the flexibility of a unique technology capable of combining artificial intelligence and machine learning principles to ensure greater efficiency, security and sustainability.

The digital transformation also includes replacing current traditional meters with Nimbus, the “H2 ready” smart meter, which guarantees the best performance in terms of remote management and remote reading, capable of managing mixtures of natural and renewable gas. The installation will begin as early as 2025 and will involve approximately 570,000 meters. Additionally, Greece is already utilizing Picarro for scheduled gas leakage detection, the world’s most advanced technology for preventive network monitoring. By 2025, Picarro will enable inspections of 200% of the network, following the achievement of 150% in 2024.

A smart, digital, and flexible network is the cornerstone for distributing biomethane and hydrogen, including blending with natural gas. Enaon is conducting an extensive review of Greece’s primary biogas facilities to connect them to the distribution network, promoting their upgrade to biomethane. On the hydrogen front, however, an assessment is already underway on the entire distribution network to evaluate its compatibility and develop the interventions necessary for the further evolution of the infrastructure.

Enaon places significant emphasis on integrating and valuing the Group’s workforce to foster a shared corporate culture rooted in diversity, equal opportunity, and inclusion. To meet numerous challenges and drive change effectively, the Group continues to implement policies to attract top talent and introduce new skills, supported by a strong focus on employee training.

Italgas: consolidated results for the first nine months and third quarter of 2024 approved

Milan, 24 October 2024 – The Italgas’ Board of Directors, which met today chaired by Benedetta Navarra, approved the consolidated results of the first nine months and third quarter of 2024 (unaudited).

 

Highlights1

  • Adjusted gas distribution regulated revenues: 1,211.6 million euros (+11.5%)
  • Adjusted total revenues: 1,309.3 million euros 2
  • EBITDA adjusted: 1,009.3 million euros (+10.9%)
  • EBIT adjusted: 605.6 million euros (+12.8%)
  • Adjusted net profit attributable to the Group: 361.7 million euros (+14.2%)
  • Technical investments: 549.7 million euros
  • Cash flow from operating activities: 712.9 million euros
  • Net financial debt (excluding the effects pursuant to IFRS 16): 6,813.5 million euros
  • Net financial debt: 6,904.7 million euros
  • Scope 1 and 2 emissions: 95.8 103 tCO2 eq (-10.0%)
  • Net energy consumption: 285.1 TJ (-10.9%)
  • Km of network investigated: 110,483 km (+35.0%)

 

The economic and financial results for the first nine months of 2024 reflect Italgas’ excellence in infrastructure development and asset digitisation and follow the 2024-2030 Strategic Plan presented at the beginning of October.

The recent confirmation by the rating agencies Moody’s and Fitch of Italgas’ long-term credit rating (Baa2 and BBB+ with Stable Outlook) also following the acquisition of 2i Rete Gas, as well as the prospect of an improvement of the S&P’s rating of 2i Rete Gas, in the context of the integration with Italgas, are in line with the declared objective of keeping the credit rating unchanged.

In the first nine months of the year, total adjusted revenues amounted to 1,309.3 million euros, driven by the increase in gas distribution regulated revenues (+11.5% compared with the same period in 2023) and by the contribution of Acqua Campania, both offsetting the anticipated drop in revenues from energy efficiency activities (end of the so-called “Superbonus” programme).

In the gas distribution sector, in Italy, the activities aimed at repurposing and completing the digitisation of the network under the control of the DANA system continue; in Greece, the development of the network continues successfully towards the areas of the country not yet reached by methane, thus also contributing to achieving the objectives of decarbonising consumption.

In the water sector, activities continue on the integration of recently acquired companies into the Group and on sharing technical and technological know-how aimed at fostering the development of a more efficient service, reducing losses, and creating value for communities.

During the first nine months of 2024, 549.7 million euros of technical investments were made, also enabling 521 kilometers of gas distribution pipelines to be laid.

Adjusted EBITDA for the first nine months of 2024 amounted to 1,009.3 million euros, up +10.9% compared to 30 September 2023, thanks also to continued actions to contain operating costs, in the context of an improved regulatory framework. Cash flow from operating activities amounted to 712.9 million euros – an increase of 314.8 million euros compared with the previous year – and enabled investments to be fully financed, generating a free cash flow, before M&A transactions, of 103.6 million euros.

The Group’s commitment to improving its environmental performance continues. In the first nine months of 2024, net energy consumption was down -10.9%, and Scope 1 and 2 emissions were down -10.0%, reflecting the energy efficiency initiatives implemented and, at the same time, the focus on reducing leakages. Against an increase of 35.0% of kilometres of network investigated, compared with the same period of the previous year, the rate of atmospheric leaks, measured as the ratio between the volume of leaked gas and kilometres of network investigated, fell by 36.7%.

Paolo Gallo, CEO of Italgas, commented:

 

Italgas continues on its growth path, which in the first nine months of 2024 produced solid performances thanks also to our vision on the future of energy that the Group is rapidly transforming into reality. Gas networks – smart, digital, and flexible – are and will be one of the main drivers of the ecological transition, as they allow for the acceptance of incremental quotas of renewable gas.

 

The nine months ended with the main economic indicators showing double-digit growth. Adjusted EBITDA increased by 11% to over 1 billion euros, and Group Adjusted Net Profit amounted to around 362 million euros, up 14% compared with the same period last year.

The Strategic Plan 2024-2030, which includes the integration of 2i Rete Gas and the widespread use of artificial intelligence in all the Group’s activities, sets further and more ambitious goals in terms of investments, achievement of green transition targets, and value creation for all our stakeholders.


1 The consolidated balance sheet and income statement of the Italgas Group at 30 September 2024 reflect the effects of the first consolidation, starting 30 January 2024, of Acqua Campania, while these are not included in the Scope 1 and 2 emissions and net energy consumption data.

2 Down by 60.5 million euros, mainly due to the reduction in revenue from the “Superbonus”.

Italgas: Moody’s Ratings (Moody’s) affirms rating and outlook

Milan, October 10, 2024 – The rating agency Moody’s affirmed today Italgas S.p.A’s Long-term Issuer rating at ‘Baa2’, Stable Outlook.

The rating affirmation follows Italgas’ announcement on the agreement reached for the acquisition of 2i Rete Gas S.p.A., highlighting that, following the transaction, Italgas will continue to be supported by the low business risk profile of its activities, underpinned by the high share of revenues generated under the Italian regulatory framework, assessed as stable and predictable.

Furthermore, rating affirmation takes into consideration Italgas’ efficiencies in operating spending, low average cost of debt and limited exposure to volume risk.

Moody’s highlights that Italgas’ rating remains constrained by the company’s exposure to the country risks associated with Italy (Baa3 stable).

Italgas: Fitch Ratings (Fitch) affirms rating and outlook

Milan, October 9, 2024 – The rating agency Fitch affirmed today Italgas S.p.A’s Long-term Issuer rating at ‘BBB+’, Stable Outlook.

The ‘BBB+’ rating affirmation “follows the agreement reached for the acquisition of 2i Rete Gas S.p.A. and reflects the improved business risk profile of the combined entity, expected funds from operations (FFO) net leverage consistent with the current rating (also thanks to the expected equity increase)” and the commitments made by management towards deleveraging.

Furthermore, the rating reflects Italgas’s positive track record in executing acquisitions and enhancing operating profitability, recognizing its ability to anticipate gas sector trends with the aim of effectively handling and managing renewable gases.

Italgas presents the 2024-2030 Strategic Plan

€15.6 billion of investment providing the country the European champion capable of building the gas industry of the future. These include the acquisition of 2i Rete Gas and the widespread application of AI – across gas, water, energy efficiency and information technology – which is expected to drive double-digit net income growth throughout the Plan period. The floor of the dividend policy to 2026 has also been improved. 

Milan, October 7, 2024 – The CEO of Italgas, Paolo Gallo, today presents the Group’s Strategic Plan for the period 2024-2030 to analysts and investors, approved by the Company’s Board of Directors chaired by Benedetta Navarra.

€15.6 billion are the expected investments over the plan period, with an increase of €7.5 billion (+92% compared to the previous plan) and aimed at the acquisition of 2i Rete Gas, interventions for the development of gas distribution in Italy and Greece, strengthening the presence in the water sector, and accelerating the growth in energy efficiency, with a strong commitment to achieving EU climate targets.

Italgas emphasizes its commitment to consolidating the gas distribution sector in Italy with the aim of multiplying synergies to ensure significant benefits for families and businesses in terms of safety, efficiency, service quality, decarbonization of end uses, and costs. The use of artificial intelligence across all Group activities will also enable a new phase of digital transformation, accelerating the ecological transition.

The Group will continue to benefit from a solid and efficient financial structure, with a commitment to maintaining the current credit rating. The expected synergies and operational efficiencies allow for a forecast of double-digit net income growth over the plan period1. Therefore, it has been possible to raise the floor of the dividend policy until 2026, ensuring a growth rate of 5% annually starting from the dividend 2023 of €0.352 per share2, while also confirming the 65% payout.

Highlights

  • Italgas is the European leader in gas distribution, with unique capabilities of innovation, digitalization and investment.
  • Acquisition of 2i Rete Gas for €5.3 billion of enterprise value, with a 4% premium on the 2025 expected RAB and closing expected within the 1H 2025.
  • Financing of the transaction through debt and a €1 billion capital increase, aimed at preserving the credit rating.
  • €15.6 billion of total investments for the acquisition of 2i Rete Gas, and for the development, digitalization, and repurposing of infrastructures in Italy and Greece.
  • €200 million in synergies from efficiencies, cost reductions, and AI, in addition to €80 million revenues from incremental investments in digitization on 2i Rete Gas network by 2030.
  • EPS accretion starting from 2026, including the expected capital increase, reaching approximately 15% in 2029.
  • Double-digit net income growth anticipated by 2030.
  • Dividend policy: confirmed the 65% payout and increased floor to 5% annual growth, now based on the 2023 DPS.
  • Confirmation of ESG targets also including the new perimeter and Net Zero goal by 2050.
  • Strong focus on people and the integration of resources from 2i Rete Gas, emphasizing training and promoting diversity, equal opportunities, and inclusion.

Italgas CEO Paolo Gallo stated:

“The Strategic Plan 2024-2030 will go down in Italgas’ history as the blueprint for creating the European champion in gas distribution, further reinforcing our commitment to the digital transformation of infrastructure, benefiting the entire country.

The new scale of the Group, combined with innovation and digital transformation, is the decisive factor in ensuring we meet the targets of the energy transition, the security of supply and the sustainability of energy costs for individuals and businesses.

An investment of €15.6 billion will provide a strong boost to our growth trajectory, with the largest share once again allocated to the development, digitization, and repurposing of the gas distribution network in both Italy and Greece. Our commitment to the widespread use of Artificial Intelligence will enable us to enter a new phase of digital transformation.

Digital transformation remains the primary strategic lever also for strengthening our activities in the water sector and energy efficiency. With €750 million, we will continue to work towards enhancing our role as a key player in water — which has long suffered from a lack of adequate smart investments in networks — and to grow in energy efficiency as an essential tool for achieving energy transition goals.

The figures in this Plan, with an average annual growth of 13% in EBITDA and net profit by 2030, demonstrate how the extraordinary capabilities of the women and men of Italgas and 2i Rete Gas can create value for shareholders and all stakeholders, leveraging efficiency, innovation, and sustainability.”


1Excluding the impact of the Purchase Price Allocation (PPA).

2Compared to the previous floor of 4% annual increase of 2022 dividend.