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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.

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.

Italy: 150 million euros from the EIB to Italgas to promote energy efficiency

  • The EIB and Italgas will support energy efficiency projects in residential buildings throughout Italy.
  • It is estimated that the interventions will help to improve the energy efficiency of around 4,500 homes and that more than 1,500 jobs will be created during the project implementation phase.
  • The operation supports the directives of the Renovation Wave and the European Green Deal, as well as the Integrated National Energy and Climate Plan.

Milan, 20 September 2022 – Reducing environmental pollution through investments to improve the energy efficiency of residential buildings throughout Italy over the next three years. This is the main objective of the framework loan of 150 million euros granted by the European Investment Bank (EIB) to Italgas for interventions to be carried out in Italy through Seaside, the Group’s Energy Service Company.

The loan, called Climate Action Framework Loan, marks the EIB’s return to cooperation with the Italgas Group by activating the Bank’s investments in energy companies capable of contributing to the ecological transition path towards net zero.

The loan is intended to support the implementation of energy efficiency investments in Italy, mainly focused on the renovation of residential buildings, with the aim of reducing air pollution and producing health benefits, in line with the directives of the European Green Deal and the Renovation Wave, which aims to double the energy renovation rate of European buildings by 2030. It is estimated that the interventions financed by the EIB will help to improve the energy efficiency of around 4,500 homes and that the implementation phase of the project will create more than 1,500 new jobs.

The funding has a “Framework Loan” structure and envisages mechanisms for capital allocation and disbursement specifically conceived to support the implementation of a wide range of both small and medium-sized projects, offering particularly competitive terms and conditions.

“More than 85 per cent of Italian residential buildings are in energy class D or lower and require heavy investment. Projects such as the one signed today with Italgas are essential not only to reduce dependence on energy imports from third countries but also to lower energy consumption, hence the cost of Italian citizens’ bills”, said Gelsomina Vigliotti, EIB Vice-President.

Paolo Gallo, CEO of Italgas, commented: “The best energy is that is not wasted, and the EIB loan will enable us to further strengthen our commitment to energy efficiency and ecological transition, in line with the objectives of Italgas’ 2022-2028 Strategic Plan.  Through our ESCo Seaside and our in-house developed technologies we will offer the market and communities cutting-edge solutions, actively contributing to the achievement of Italy’s and the European Union’s climate targets”.

Seaside is the Italgas Group company active in the energy efficiency sector for condominiums, companies and public administration. With its proprietary technologies, it contributes to the achievement of national energy efficiency objectives and to the decarbonisation of consumption.

In addition to consolidating the excellent partnership between the EIB and Italgas, the transaction will further optimise the Italgas Group’s financial structure, both in terms of reducing the cost of funding and extending the average duration of debt, in support of the significant investment plan envisaged in the Company’s 2022-2028 Strategic Plan.

General Information

The European Investment Bank (EIB) is the long-term financial institution of the European Union and is owned by its Member States. It provides long-term funding for sound investments to contribute to the EU’s strategic objectives. The Bank finances projects in four priority areas: infrastructure, innovation, climate and environment, and small and medium-sized enterprises (SMEs). Between 2019 and 2021, the EIB Group lent more than EUR 36bn for projects in Italy.  

Italgas is Italy’s leading operator in gas distribution and the third in Europe. It operates a distribution network that extends for a total of about 75,000 kilometres through which, in the last year, it distributed approximately 9 billion cubic metres of gas to 7.8 million customers. The Group holds 1,899 concessions, with a historical presence in the country’s major cities including Turin, Venice, Florence and Rome. It is also present in Greece through its subsidiary Depa Infrastructure. In recent years Italgas has given a strong boost to its presence in the energy efficiency and innovation technology sectors.

Italgas: consolidated results as at 30 june 2022 approved

Milan, 25 July 2022 – Italgas’ Board of Directors, chaired by Benedetta Navarra, met today and approved the consolidated results for the first half of 2022.

Key figures

Consolidated economic and financial highlights:

  • Total revenues: € 707.4 million (+6.3%)
  • Gross operating margin (EBITDA): € 513.3 million (+4.9%)
  • Operating profit (EBIT): € 296.0 million (+5.9%)
  • Adjusted net profit attributable to the Group: € 188.3 million (+6.9%)
  • Technical investments: € 374.4 million
  • Cash flow from operating activities: € 459.5 million
  • Net financial debt (excluding the effects pursuant to IFRS 16): € 5,033.4 million
  • Net financial debt: € 5,094.4 million

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

  • Net energy consumption: 301.5 TJ (-14.0%)
  • 54.7 10tCO2eq Scope 1 and 2 (-21.3%)
  • 47,667 km of network inspected (+35.4%)
  • Fugitive emissions/km investigated: 49.02 Sm3/km (-43.7%)

Operating highlights (including affiliates):

  • Municipalities in gas distribution concessions: 1,899
  • Number of active meters: 7.75 million
  • Gas distribution network: around 74,788 Km

The results of the Italgas Group for the first half of 2022 confirm the resilience of the business model, with a steady growth of all the main economic and financial indicators and the Group’s ability to match development with sustainability targets which were further revised upwards in the 2022-2028 Strategic Plan presented to the financial community on 15 June 2022.

An effort that confirms the Company’s commitment to providing an active contribution both to the energy transition process, whose urgency was increased by the targets set by the European Commission in REPowerEU, and to implementing the National Recovery and Resilience Plan.

In the period, € 374.4 million in investments were made, devoted primarily to the digital transformation of assets and processes, 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 half of 2022, 230 km of new pipes were laid. In Sardinia, the creation of new fully digital networks continued, reaching a total length of 909 km out of a total to be developed of around 1,100 km. In addition, in the first half of 2022, 11 new GNL storage and regasification plants were commissioned, for a total of 64 plants serving the basins under concession.

The financing requirements related to net investments for the first half of 2022 were amply covered by the cash flow from operating activities, equal to € 459.5 million.

The net financial position as at 30 June 2022 was € 5,094.4 million (€ 4,980.0 million as at 31 December 2021). The net financial position amounted to € 5,033.4 million (€ 4,910.0 million as at 31 December 2021), net of financial liabilities pursuant to IFRS 16 of € 61.0 million (€ 70.0 million as at 31 December 2021).

The EBITDA for the first half of 2022 amounted to € 513.3 million (+4.9% compared to 30 June 2021) and adjusted net profit attributable to the Group was € 188.3 million (+6.9% compared to 30 June 2021).

In the context of the public tender called by the Greek government for privatisation of the gas distribution operator DEPA Infrastructure S.A, Italgas is waiting to finalize the acquisition of 100% of the Company.

Paolo Gallo, CEO of Italgas, commented: 

The results of the first half of 2022 provide additional confirmation of the soundness of a Group capable of continuing to grow without interruption, despite a scenario featuring increasingly complex economic-social and geopolitical conditions.

We have reached the first turning point of the year recording growth in all economic indicators: the EBITDA grows by 4.9%, surpassing € 513 million and the adjusted Net Profit at +6.9% came to approximately € 188 million. Investments, exceeding € 370 million, have been used to digitally transform the network, which is increasingly smart, widespread and flexible, serving the energy transition and the decarbonisation of consumption.

In Sardinia, we are continuing with our commitment to complete distribution of natural gas in the areas under concession. The smart network, which covers approximately 1,500 kilometres, is now the most cutting edge network in the country, both because it is already capable of accommodating renewable gases such as biomethane and hydrogen, and because procurement is guaranteed solely through liquefied natural gas.

Technological innovation is confirmed as the main driver that allowed us to anticipate this change, transform our operations and improve service in terms of quality and efficiency while, at the same time, achieving ever-increasing sustainability targets, significantly contributing to the achievement of the REPowerEU targets.

Changes to Italgas’ calendar of corporate events

Press Release of the results at June 30, 2022

Milan, 15 June 2022 – Italgas announces that during yesterday’s meeting, the Board of Directors, chaired by Benedetta Navarra, resolved that issue of the press release concerning the approval of the result at June 30, 2022 has been rescheduled from 26 to 25 July 2022, following its approval by the Board of Director.

As a result, the conference call to present the results to institutional investors and financial analysts will be held on the afternoon of July 25.

Italgas’ Board of Directors appoints the members and Chairmen of the Board Committees

Milan, 2 May 2022 – Italgas’ Board of Directors, which met today under the chairmanship of Ms Benedetta Navarra, in line with the provisions of the Corporate Governance Code, by which the Company abides, has confirmed that the following Committees have been established and has appointed their members:

Control, Risk and Related Party Transactions Committee

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

Appointments and Compensation Committee

  • Lorenzo Parola*** (Chairman)
  • Claudio De Marco*
  • Manuela Sabbatini**

Sustainability Committee

  • Fabiola Mascardi* (Chairman)
  • Maria Sferruzza**
  • Qinjing Shen**

The Board of Directors attested that at least one member of the Control, Risk and Related Party Transactions Committee and of the Appointments and Compensation Committee fulfils the requirements set out in the Corporate Governance Code.


* 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: consolidated Results as of 31 march 2022 approved

Milan, 2 May 2022 – The Italgas’ Board of Directors, which met today chaired by Benedetta Navarra, has approved the consolidated results as of 31 March 2022 (unaudited).

Key figures

Consolidated economic and financial highlights:

  • Total revenues: € 354.0 million (+6.2%)
  • Gross operating margin (EBITDA): € 250.0 million (+6.7%)
  • Operating profit (EBIT): € 141.9 million (+9.2%)
  • Adjusted net profit attributable to the Group: € 88.9 million (+9.5%)
  • Technical investments: € 179.5 million
  • Cash flow from operating activities: € 198.8 million
  • Net financial debt: € 4,954.7 million
  • Net financial debt (excluding the effects pursuant to IFRS 16): € 4,888.1 million

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

  • 26.4 103 tCO2 e Scope 1 and 2 (+8.6%)
  • 20,745 km of network inspected (+49.7%)
  • Fugitive emissions/km investigated: 44.80 Sm3/km (-17.9%)
  • Net energy consumption: 208.3 TJ (-7.2%)

Operating highlights (including affiliates):

  • Municipalities in gas distribution concessions: 1,899
  • Number of active meters: 7.75 million
  • Gas distribution network: around 74,473 Km

The performance of the Italgas Group confirms the constant growth trend that started with its return to the stock exchange in November 2016: the first quarter of 2022 also had positive results in all the main economic and financial indicators and ESG targets established in the 2021-2027 Strategic Plan, which are gradually being achieved.

Moreover, the integration of sustainability and economic performance targets enables the Group to contribute with its investment choices to the energy transition process defined by the EU, and to help ensures the implementation of the Italian National Recovery and Resilience Plan.

In the period, € 179.5 million in investments were made (€ 206.7 million in the first quarter of 2021). These investments are devoted primarily to the digital transformation of assets and processes, 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, green hydrogen and synthetic methane).

In the first three months of 2022, 128 km of new pipes were laid; in Sardinia the construction of new fully digital networks continued, reaching a total extension of approximately 903 km out of a total to be built of approximately 1,100 km and 6 new LNG storage and regasification plants were commissioned.

The requirements related to net investments for the first quarter of 2022 were covered by the positive cash flow from operating activities, equal to € 198.8 million.

The net financial position as at 31 March 2022 was € 4,954.7 million (€ 4,980.0 million as at 31 December 2021). The net financial position amounted to € 4,888.1 million (€ 4,910.0 million as of 31 December 2021), net of financial liabilities pursuant to IFRS 16 of € 66.6 million (€ 70.0 million as of 31 December 2021).

The EBITDA for the first quarter of 2022 amounted to € 250.0 million (+6.7% compared to 31 March 2021) and adjusted net profit attributable to the Group was € 88.9 million (+9.5% compared to 31 March 2021).

As is known, on 9 September 2021, Italgas was declared the ‘preferred bidder’ by the Greek privatisation fund (HRADF), and on 10 December 2021 a purchase contract was signed for a price of € 733 million, in the context of the public tender called by the Greek government for privatisation of the distribution operator DEPA Infrastructure S.A. The acquisition of DEPA Infrastructure S.A., which should come to a close during the first half of 2022, will allow the Group to further strengthen its leadership in the European gas sector, entering a market that offers significant growth opportunities and for which it will be able to make its well-known distribution network development and digitisation capacities available to support the country’s energy transition process.

Paolo Gallo, CEO of Italgas, commented:

Due to the positive results for the first quarter 2022, we have been able to start the new mandate fully in line with the previous ones, focusing on the constant growth of all the main economic indicators. This result was even more significant in light of a socio-economic context impacted by the sharp rise in prices on the energy market, whose effects were worsened further by the Russia-Ukraine conflict under way.

More specifically, we recorded an increase of 6.7% in EBITDA, which reached € 250 million, and an adjusted net profit that came to € 89 million, up +9.5% compared to the same period of last year. We are continuing to invest in the digital transformation of our assets and processes and in training our people in order to enable the network to become the main driver of the energy transition by receiving and distributing the incremental amounts of renewable gas such as biomethane, green hydrogen and synthetic methane.

In Sardinia, the extension of our digital native network is continuing and has breathed life back into the island’s energy development. A virtuous model which we will soon be developing also in Greece, on a larger scale, working alongside the government in decarbonising the economy and consumption.

Digitization, sustainability and efficiency have been confirmed as the main drivers of our day-to-day work to continue contributing to the energy transition, which now also moves through the achievement of the RePowerEU targets for the diversification of sources of supply.

Conference call: 2022 First Quarter Results

 

Italgas Top Management presented 2022 First Quarter Results.

 

 

Conference Call for the presentation of results to the community was held on Monday, May 2nd 2022 at 4:00pm CEST.