Fitch Ratings (“Fitch”) affirms Italgas at ‘BBB+’, Stable Outlooks

Milan, 29 July 2021 – The rating agency Fitch has affirmed today Italgas S.p.A long-term
issuer default rating at ‘BBB+’, Stable outlook.

The rating affirmation is based on Italgas’ strong growth perspectives, well highlighted in its
Strategic Plan 2021-2027 presented to the financial community last June 15 th , 2021.

In particular, the agency emphasises the continuous increase in the Company’s investment
plan despite the pandemic emergency not yet fully overcome and the solid cash flow
generation. Moreover, the Group's commitment to the digital transformation, which will
enable Italgas to achieve significant benefits in terms of operating efficiency, together with its
attitude for strategic diversification towards water distribution sector and energy efficiency,
were once again positively acknowledged.

Fitch highlights as well Italgas’ proactive approach to debt management, whereby the
Company currently relies on a solid liquidity profile and faces no refinancing risk, also thanks
to the successful liability management transactions recently carried out.

 

PR_Italgas – Fitch affirms Italgas rating

Italgas: 2020 financial calendar

Milan, 29 January 2020 – Italgas announces the financial calendar and the dates of the publication of its 2020 financial results as approved by the Board of Directors:

Consolidated financial statement at December 31, 2019 and draft financial statements at December 31, 2019;
Dividend proposal for 2019;
Report on Corporate Governance and Ownership 2019;
Report on Remuneration 2020; Structure 2019; Sustainability Report 2019; PWC Resolution; Call of Shareholders’ Meeting.
Board of Directors approval

Press release and Conference call*

March 11, 2020

March 12, 2020

Financial statements at December 31, 2019;
Dividend approval for 2019,
Appoint BoD and Board of Statutory Auditors.
Shareholders’ Meeting

Press release***

April 20, 2020 in a single call
First quarter 2020 reportBoard of Directors approval Press release and Conference call**April 29, 2020
Strategic Plan 2020-2026Board of Directors approval

Press release and Strategy Presentation*

June 10, 2020

June 11, 2020

Second quarter 2020 results and interim financial report at June 30, 2020Board of Directors approval
Press release and Conference call**
July 27, 2020
Third quarter 2020 reportBoard of Directors approval Press release and Conference call***October 29, 2020

* Press release will be issued in the morning (non trading hours). The conference call for the presentation of results/Strategic Plan to the financial community in the afternoon on the same day;

** Press release will be issued at the end of BoD (trading hours) and Conference Call for the presentation of results will be held later on the same day.

*** Press release will be issued at the end of Shareholders’ meeting;

  • The dividend for the 2019 financial year will be paid on 20 May 2020 (record date 19 May 2020) with coupon payment date 18 May 2020.
  • A road show to present the company’s objectives as established in the 2020-2026 Strategic Plan to institutional investors and financial analysts is scheduled to start in June 2020.

Any amendment to the above calendar will be notified to the market in due time.

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

Milan, 14 May 2019 – Italgas’ Board of Directors, which met yesterday under the chairmanship of Alberto Dell’Acqua, in line with the Code of Corporate Governance, to which the company adheres, confirmed the institution of the following Committees and appointed their members:

Control and Risk and Transactions with Related Parties Committee

  • Paola Annamaria Petrone* (Chairman)
  • Giandomenico Magliano*
  • Silvia Stefini*

Appointments and Compensation Committee

  • Andrea Mascetti* (Chairman)
  • Maurizio Dainelli**
  • Silvia Stefini*

Sustainability Committee

  • Giandomenico Magliano* (Chairman)
  • Yunpeng He**
  • Veronica Vecchi*

The Board of Directors has declared that at least one member of the Control and Risks and Related-Party Transactions Committee and of the Appointments and Remuneration Committee meets the requirements of the Code of Corporate Governance.

* Non-executive and independent Director
** Non-executive Director

Italgas: Consolidated results as at 30 June 2020 approved

Milan, 27 July 2020 – Italgas’ Board of Directors, chaired by Alberto Dell’Acqua, met today and approved the consolidated results for the first half of 2020.

Key figures

Consolidated economic and financial highlights:

  • Total revenues: 646.8 million euros (+6.1%)
  • Gross operating margin (EBITDA): 462.7 million euros (+6.6%)
  • Net profit: 153.4 million euros (-7.7%)
  • Technical investments: 369.5 million euros (+16.3%)
  • Cash flow from operating activities: 388.8 million euros
  • Net financial debt: 4,625.8 million euros

Operating highlights including affiliates:

  • Municipalities in gas distribution concessions: 1,886
  • Number of active meters: 7.7 million
  • Gas distribution network: around 73,000 Km

The performance achieved by Italgas in the first half of 2020 demonstrates the company’s ability to continue generating solid economic-financial results thanks to digital efficiency and to the innovation projects deployed over the recent years, which made possible to mitigate the impacts of Resolution 570/2019/R/gas, relating to the tariff regulation of gas distribution and metering services for the period 2020-2025, to cushion the negative effects of the pandemic and to ensure the safety and continuity of the service during the lockdown period.

The 369.5 million euros invested over the period (up 16.3% compared to the first half of 2019) were devoted to the development and modernisation of the networks and digital transformation.

In the first half of 2020, around 486 km of new pipelines were laid, compared to around 379 km in the corresponding period of 2019. Construction of the distribution networks continued in Sardinia, with the laying of around 216 km of new networks, for a total of more than 680 km overt a total of about 1.100 km to build.

Despite the difficulties arising from the health emergency, the traditional meter replacement plan continued, with the installation of 0.6 million smart meters, also taking affiliates into account, bringing the total number of smart meters installed as at the end of the first half of 2020 to approximately 7.1 million. The plan, which is expected to be concluded in 2020, is part of the wider project for the digital transformation of the entire network operated. To date, this project has already upgraded the technology of over 400 distribution networks.

The financing requirements related to net investments for the first half of 2020 were fully covered by the positive cash flow from operating activities, equal to 388.8 million euros.

The net financial position as at 30 June 2020 was 4,625.8 million euros (4,410.6 million euros at 31 December 2019), net of financial liabilities pursuant to IFRS 16 of 75.5 million euros (74.7 million euros at 31 December 2019).

The EBITDA of the first half of 2020 amounted to 462.7 million euros (up 6.6% compared to 30 June 2019) and net profit was 153.4 million euros.

Paolo Gallo, CEO of Italgas, commented:

The performance in the first half of 2020 shows the capability of Italgas to react to exeptional situations – like the one we are currently experiencing due to Covid-19 – by continuing to produce solid results. Despite the adverse effects of the new tariff regulation in force from 1 January, we achieved an EBITDA of 462.7 million euros, up almost 7% compared to last year, and a Group net profit of 153.4 million, which was slightly down compared to the same period of 2019, due to to the heavy economic effects of the new regulation mitigated by all the actions implemented by the Company.

Our investments grew, amounting to around 370 million euros, most of which focused on digital transformation and continuous development and modernisation of the networks. Thanks to the digital transformation carried out over the last three years and to the great efforts of our people, we ensured safety and continuity of services throughout lockdown and we were able to get our worksites up and running again in early May. This restart was made possible by the proprietary technologies, developed and created in-house in our Digital Factory, such as “WorkOn Site”, an application that has made the process of verifying the compliance of worksites and works extremely efficient thanks to artificial intelligence and remote operation. 

After completing 65% of the 1,100 kilometres of networks of the methanisation plan in Sardinia, we are getting ready to make some of these networks operational, with immediate benefits for the economy and local population; overtime sustainable benefits, which however required a clear regulation of the entire gas supply chain and the implementation of the tariff equalization in line with the rest of Italy.

Regarding ATEM tenders, we hope for an important acceleration, to release new investments in our sector for over than 3 billion euro per year, essential for the restart of our Country. In the meantime, we are reaping the fruits of our work with the the further award of the Belluno Atem to Italgas and we we are getting ready to start in the coming months all the investments planned –  on this Atem and the other Atems assigned to us. 

Technological innovation, digitisation, efficiency, investments and a close relation with the community will characterize even more Italgas in the next months.  

Italgas: Consolidated results as at 30 June 2020 approved

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Fitch Ratings (“Fitch”) affirms Italgas at ‘BBB+’, Outlook Stable

Milan, 2 August 2019 – Fitch has affirmed Italgas S.p.A Long-Term Issuer Default Rating (IDR) at ‘BBB+’. The Outlook on the IDR is Stable.

The rating affirmation reflects the Group’s updated strategy 2019-2025, which further strengthen Italgas strategic and financial targets in the medium-term with increased investment plan compared to the previous one.

Fitch underlines the stability of the regulatory framework and the expected continuity for the period 2020-2025; the rating agency highlights the company’s solid growing path of results from the listing and management commitment to a solid capital structure. According to Fitch, Italgas’ target of increasing its market share in the Italian gas distribution market, also thanks to M&A operations, is supported by a consistent investment plan.

Italgas can rely on a solid debt structure with a competitive cost of debt, composed by almost all fixed-rate instruments, thanks to the corporate bond issuance and interest rate swap transaction completed in July 2019, with a long-term average maturity which considerably reduce the refinancing risk.

The solid liquidity profile is ensured by available committed credit lines.

For further information please visit https://www.fitchratings.com/site/pr/10084674

 

Italgas confirms the ex dividend and payment date of the dividend

Milan, 25 February 2019 – With regard to the press release issued on 22 February 2019 concerning the approval by the Italgas Board of Directors of the 2018 results and the proposal for a dividend of 0.234 euro per share to be submitted to the Shareholders’ Meeting called on 4 April 2019, the Company reminds that:

  • the dividend for the 2018 financial year will be paid on 22 May 2019 (record date 21 May 2019) with coupon payment date 20 May 2019.

These dates do not introduce any changes with respect to what was communicated to the market when the 2019 Calendar events was published on last 24 January.

Italgas: approved results as at 30 june 2018

Milan, 31 July 2018 – Italgas’s Board of Directors met yesterday under the chairmanship of Lorenzo Bini Smaghi and approved the Consolidated Half-Year Report as at 30 June 2018[1].

Key figures

Consolidated economic and financial highlights:

  • Total revenue: €591.3 million (+4.7%)
  • EBITDA: €424.2 million (+8.7%)
  • EBIT: €223 million (+9.3%)
  • Net profit: €150.7 million (+8%)
  • Technical investments: €227.9 million
  • Net cash flow from operating activities before M&A transactions: €393.4 million
  • Net financial debt[2]: €3,591.3 million

Operating highlights including unconsolidated investee companies:

  • Gas concessions: no. 1,709
  • Number of active meters: 7.5 million
  • Gas distribution network: 67.7 thousand Km

Italgas’s economic and financial results for the first half-year of 2018 confirm the positive performance achieved in 2017, with further improvement in terms of margins; investment programs and the closing of further acquisitions are in line with the target set in the 2018-2024 Business Plan.

A significant portion of investments concerned the plan to installation of smart meters replacing the traditional ones. In the first half of 2018, also considering the non-consolidated affiliates, just under 1 million were installed, 915 thousand of which replaced traditional meters, bringing the total to approximately 3.98 million, equal to 49.1% of the entire meter fleet[3]. The target is to complete the substitution plan by early 2020. The installation of smart meters is part of the overall project to digitize the network, for which more than 40 pilot projects have been launched throughout the country.

In the first six months of the year the objective of the consolidation of Italgas in gas distribution was pursued by completing several corporate transactions, some of which had already been announced during 2017. In particular, the following acquisitions were finalised: i) the entire social capital of the Ichnusa Gas S.p.A., ii) the entire social capital of the company Medea S.r.l., iii) a company branch of Amalfitana Gas, iv) 98% of the share capital of a series of companies holding 16 natural gas distribution concessions in Campania, Calabria and Siciliy[4], v) the distribution network of the Municipality of Portopalo di Capopassero from AEnergia Reti S.r.l.

Furthermore, during the first half of the year has been completed the acquisition of Seaside, one of Italy’s leading Energy Service Companies, at the forefront of energy efficiency services and enables the Group to be present in a sector that offers multiple synergies with the activities of gas distribution.

With over 67 thousand kilometres of managed network and 7.5 million redelivery points served in 1,709 concessions, Italgas confirms its position as leader in the sector in Italy, with a market share of over 34%[5], and third largest operator in Europe in terms of number of managed RDPs.

The requirements related to the net investments of the first half of 2018 were fully covered by the positive net cash flow from operating activities, equal to €632.3 million, with a Free Cash Flow – before M&A activities – equal to €393.4 million.

The net financial position as at 30 June 2018 was 3,591.3 million euro, an improvement compared to 31 December 2017 (€ 3,720.3 million).

As regards to the economic results, operating profit for the first half of 2018 amounted to 223 million euro (+9.3% compared to 30 June 2017) and net profit was 150.7 million euro (+8% compared to the same period of the previous year).

Paolo Gallo, CEO of Italgas, commented:

The performance for the first six months of the year confirms Italgas’ strong commitment to investments in the network, digitization processes and acquisitions, in line with the targets set in the 2018-2024 Strategic Plan.

At June 30, we reached six months in advance the target set by the Authority for the replacement of traditional meters with the latest generation ones: 50% of the meters managed by Italgas and its subsidiaries are intelligent meters. This represents the enabling factor for the wider project of digitizing the network.

The economic and financial results achieved in the first half of 2018 show a significant improvement compared to the already robust 2017 results; among others an 8% increase in net profit, thanks also to the efficiency measures and the improvement in service quality that are still in progress”.

[1] Subject to a limited audit.

[2]Excluding the debts for operating leases in accordance with IFRS 16. In fact, on 13 January 2016 IASB issued IFRS 16 – Leases accounting standard, already adopted by Italgas Group on 1 January 2018. The adoption of the principle determined the writing into financial liabilities of Debts for leases of €37.2 million.

[3]Excluding non-consolidated investee companies, in the first half of 2018 Italgas installed approximately 850 thousand new meters, 770 thousand of which replaced traditional meters, bringing the current total of meters installed to approximately 3.55 million, equal to approximately 48.9% of all meters.

[4] Baranogas Reti S.r.l., Ischia Reti Gas S.r.l., Progas Metano S.r.l., Grecanica Gas S.r.l., Favaragas Reti S.r.l. e Siculianagas Reti S.r.l.

[5] Operating data also including non-consolidated subsidiaries.

Italgas acquires from CPL Concordia control of the company European Gas Network (‘EGN’)

Milan, 22 June 2018 – Italgas has signed today a binding agreement for the purchase from CPL Concordia of:

  • a 60% controlling stake in EGN (“European Gas Network”), which directly and indirectly[1] manages approximately 60,000 users and 37 concessions for the distribution of natural gas in Sicily, Calabria and Campania.
  • 100% of Naturgas S.r.l., operator of the natural gas distribution service in San Giuseppe Vesuviano (NA), with approximately 2,700 users served;
  • 100% of Fontenergia S.r.l., the gas service operator in the pools 22 of the Sardinia region, with over 7,000 users temporarily served by LPG.

 

The total valuation (enterprise value) of the companies involved in the agreement has been set at €116 million. At the closing of the transaction, the amount will be paid in full in cash, net of net financial debt, as at 30 June 2018.

The agreements for the acquisition of EGN provide a put and call option on the remaining 40% stake held by the seller, exercisable from the 6th month from the closing date of the transaction and at the same price per share set at the closing for the 60%, net of the the amount of dividends distributed by the company.

The transaction is expected to be completed by the end of 2018 and is subject to the fulfilment of certain conditions precedent.

Paolo Gallo, Chief Executive Officer of Italgas, commented as follows:

“As illustrated in the last few days during the presentation of the 2018-2024 Strategic Plan, M&A operations are one of Italgas’ areas of growth and consolidation in the sector: the 70,000 redelivery points acquired today demonstrate Italgas’ ability to achieve its objectives (110,000 new points in 2018). In one year, Italgas has acquired approximately 140,000 new active redelivery points and a portfolio of concessions with a high development potential. We continue to invest in areas of the country, such as Sardinia and Southern Italy, that need modern and technological infrastructure, thus creating the conditions to create value for all citizens, for our shareholders and for the Italian gas distribution system as a whole”.

[1] EGN in its turn controls 100% of the companies CPL Distribuzione S.r.l., Ischia Gas S.r.l. and Marigliano Gas S.r.l.

Italgas – implementation of the co-investment plan

Milan, 13 June 2018 – The Board of Directors of Italgas S.p.A. met yesterday under the chairmanship of Lorenzo Bini Smaghi, after having consulted with the Appointments and Compensation Committee and the Board of Statutory Auditors. During the meeting the Board of Directors identified the beneficiaries of the 2018- 2021 co-investment plan, which were established by resolution at the shareholders’ meeting on 19 April 2018, and attributed to them their rights for the financial year 2018 by the regulations of the Plan.

The terms and conditions of the co-investment plan, as well as the characteristics of the rights attributed, are described in the information notice, made available to the public at the company’s registered offices, on the website (www.italgas.it) and on the authorised storage mechanism at the “eMarket STORAGE” authorised storage mechanism managed by Spafid Connect S.p.A. (www.emarketstorage.com) on 20 March 2018.

Information on the beneficiaries and the number of rights respectively attributed is provided in the annexed table, drawn up in compliance with Table 1, Sheet no. 7 of Annex 3A of the Issuers’ Regulations.

Name and surname or category

Role

(only indicate for named persons)

FRAMEWORK 1

Financial Instruments other than stock options

Section 2

Newly allocated instruments based on the BoD’s decision to implement the resolution of the shareholders’ meeting

Date of the related shareholders’ meeting resolutionType of financial instruments (12)Number of financial instruments assignedDate of allocation (10)Possible purchase price of the instrumentsMarket price at allocationVesting period (14)
Paolo GalloChief Executive Officer and General Manager19/04/2018Entitlement to free Italgas shares69.770BoD

12 June 2018

n/a4,7280Three-year
Executives with Strategic Responsibilities19/04/2018Entitlement to free Italgas shares104.340BoD

12 June 2018

n/a4,7280Three-year

Italgas: completed the acquisition from CPL Concordia of 6 companies active in South of Italy

Milan, 31 May 2018 – Italgas has executed today the acquisition from CPL Concordia of a 98% stake in the capital of 6 companies operating in Southern Italy, which as a whole hold the concessions for the construction and management of the gas network in 16 municipalities.

The companies involved are Baranogas Reti, Ischia Reti Gas, Progas Metano, Grecanica Gas, Favaragas Reti and Siculianagas Reti. Concessions are already in operation in 4 municipalities, some of which are under construction, others to be built.

The overall value (Enterprise Value) of the assets involved in the transaction concluded today has been set at 16.7 million euros. Net of the debt, the amount paid to CPL Concordia for 98% of the share capital of the companies was 4.6 million euros.

The total investment for the construction of the networks amounts to approximately 95 million euros, partly financed by public subsidies. To date, works already carried out amount to approximately 32.5 million euros, gross of subsidies.

With today’s acquisition, 7 M&A operations have been completed between 2017 and 2018 – including the purchase of Seaside, one of the largest Italian Energy Service Companies – for a total of 138 new municipalities under concession, in line with the growth strategy announced to the market with the Strategic Plan 2017-2023 which, pending the launch of the tenders, provides for the development of the Group through the acquisition of small and medium-sized operators.

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