Tag: Finanziario

Milan, 13 May 2025 – The Board of Directors of Italgas, which met today in Milan in full attendance under the chairmanship of Paolo Ciocca, appointed Paolo Gallo as Chief Executive Officer. He has been granted all management powers of the Company, with the exception of those reserved by law, the By-laws, or specific Board resolutions to the Board itself or to the non-executive Chairman. The CEO is also entrusted with the role of Chief Executive Officer in relation to the establishment and maintenance of an effective internal control and risk management system.

As of today, the Company that, to the best of its knowledge, Paolo Gallo holds  655,787 shares of Italgas S.p.A. and Gianmarco Montanari holds 200 shares of Italgas S.p.A.

Milan, May 7^th, 2025 – Italgas’ Board of Directors, which met yesterday, approved the guidance of the year which includes the contribution of 2i Rete Gas for nine months from April 1^st, 2025.

Guidance 2025

• Total Revenues adjusted: ca. 2.45 billion euros
• Adjusted EBITDA: 1.80-1.85 billion euros
• Adjusted EBIT: 1.12-1.16 billion euros
• Technical investments: ca.1.2 billion euros
• Net financial debt: ca. 10.8 billion euros¹

The disposal process of around 600,000 PDRs in compliance with the prescriptions of the Italian Competition and Market Authority (AGCM) is expected to be completed in line with the regulator’s requirements. For guidance purposes, the related impacts are expected to materialize at the beginning of 2026.

Total revenues adjusted of regulated gas distribution activities are expected to grow, despite the WACC reduction in Italy, thanks to the contribution of 2i Rete Gas, the increase of the RAB in Italy and Greece, and the update of the revaluation rate of capital and of the regulatory opex in Italy. Added to these results is the contribution of Acqua Campania and the improved performance of the energy efficiency business. Cost control will enable further operational efficiencies and the first synergies following 2i Rete Gas integration will emerge.

Net financial debt is expected to grow mainly due to the acquisition of 2i Rete Gas, net of the proceeds of the capital increase.

In light of this operating guidance, the EPS accretion is expected to be positive as early as 2025²

¹ The net financial debt expected for 2025 excludes the effects pursuant to IFRS 16 and IFRIC 12

² Compared to a scenario of non-consolidation of 2i Rete Gas and after applying IAS 33

Milan, 7 May 2025 – The Italgas’ Board of Directors, which met yesterday, chaired by Benedetta Navarra, has approved the consolidated results as at 31 March 2025.

Highlights¹

• Total revenues and other income adjusted: 459.3 million euro (+6.5%)
• EBITDA: : 399.7 million euro (+22.7%)
• Adjusted EBITDA: 345.3 million euro (+6.0%)
• Adjusted EBIT: 225.4 million euro (+17.0%)
• Net profit attributable to the Group: 168.7 million euro (+43.5%)
• Adjusted net profit attributable to the Group: 132.6 million euro (+12.8%)
• Technical investments: 165.7 million euro
• Cash flow from operating activities: 412.1 million euro
• Net financial debt (excluding the effects pursuant to IFRS 16 and IFRIC 12): 6,466.8 million euro
• Net financial debt: 6,555.9 million euro

Italgas also begins the 2025 financial year with the growth that has distinguished the Group since its return to the Stock Exchange in November 2016, as confirmed by all economic indicators.

With the completion of the acquisition of 2i Rete Gas on 1 April, Italgas became the European leader in gas distribution, changing the face of a historically fragmented sector. Today, it represents a player capable of strengthening the country’s energy security, accelerating the achievement of decarbonisation targets and continuing to create value for all stakeholders.

The integration process of 2i Rete Gas into the Italgas Group has begun, in line with the 2024-2030 Strategic Plan: the initial phase is focused on the corporate and information systems integration to quickly deliver the first synergies. At the same time, a digitisation programme of 2i Rete Gas network and plants is being launched, together with the implementation of artificial intelligence initiatives aimed at improving performance and service quality on a large scale.

In the first quarter of 2025, the Italgas Group reported total revenues and other income adjusted of 459.3 million euro, an increase of 6.5%, while adjusted EBITDA grew by 6.0% to 345.3 million euro, despite the significant reduction in WACC.

Cash flow from operating activities, equal to 412.1 million euro and increasing by 70.5 million euro compared to the corresponding period in 2024, more than ensured full coverage of investments and explained the reduction in net financial debt by more than 200 million euro in the quarter. Specifically, the technical investments in the first three months of 2025 reached 165.7 million euro, with the construction of approximately 140 km of gas distribution networks aimed at strengthening the service in the concession areas. Furthermore, the digital transformation activities continued, with the application of cutting-edge technologies capable of further evolving management towards increasingly advanced remote operation and automation of processes.

In the water sector, the activity focused on the integration of the Group’s companies, with the aim of increasing operational efficiency, reducing network losses by means of the technological upgrade of the plants and improving the quality of service.

Finally, in the energy efficiency sector, the foundations were laid for a technologically advanced and tailor-made offer for the industrial sector, large condominiums and public administration, featuring solutions designed to guarantee efficiency and energy saving.

Paolo Gallo, CEO of Italgas, commented:

“Following an exceptional 2024, the new year has also begun with growth and resilience for our Group. A path that found completion during the quarter and resulted, with the closing of the 2i Rete Gas acquisition, in the emergence of the new leading gas distribution operator in Europe.

The financial and economic indicators showed further improvement, in many cases with double-digit growth. Among the key results, Adjusted EBITDA rose by 6%, reaching 345.3 million euro, while the Group’s Adjusted Net Profit exceeded 130 million euro, marking a 12.8% increase compared to the first quarter of the previous year. More than 160 million euro have already been invested, providing further impetus to the development and digital transformation of networks and systems.

The challenge that awaits us in the coming months is to quickly seize all the opportunities arising from the acquisition of 2i Rete Gas, identify new ones and carry out the digital upgrade of the 72,000 kilometers of networks acquired with the aim of creating value for all our stakeholders, investors and communities served.”

¹ The financial information as at 31 March 2025 does not include data from the 2i Rete Gas Group, as the acquisition was completed on 1 April 2025.

The Shareholders’ Meeting approves the proposal for a Rights Issue for a maximum total amount of €1,020 million, as well as the 2025–2027 IGrant Employee Share Ownership Plan, the Stock Grant Plan, and the related capital increases to service them.

Milan, 10 April 2025 – The Ordinary and Extraordinary Shareholders’ Meeting of Italgas was held today in Milan under the chairmanship of Benedetta Navarra, with 79.43% of the share capital represented.

The Shareholders’ Meeting, in its extraordinary session, approved the proposal for a share capital increase for payment and in divisible form for a total maximum amount of 1,020 million euros (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 as an option 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”). The Shareholders’ Meeting granted the Board of Directors 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.

As already communicated to the market, the Rights Issue is intended to serve the acquisition of 2i Rete Gas S.p.A., completed on April 1st, 2025 (the “Transaction”), and 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.

Furthermore, the Shareholders’ Meeting, in its ordinary session, approved the 2025–2027 “IGrant” share ownership plan (“IGrant Plan”), reserved for employees of Italgas and/or Group companies, under the terms and conditions set out in the Information Document prepared pursuant to Article 84-bis of Consob Regulation No. 11971/1999 and made available to the public in accordance with the applicable law, to which reference is made for further details. The IGrant Plan aims to strengthen Italgas people’s sense of belonging to the Company by granting eligible participants the opportunity to invest in Italgas shares and, upon the achievement of certain conditions, benefit from the free allocation of the Company’s ordinary shares.

To service the IGrant Plan, the Shareholders’ Meeting, in its extraordinary session,  approved: (i) the proposal to increase the share capital for 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 the subscription by the beneficiaries 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.

The Shareholders’ Meeting, in its ordinary session, also approved the Stock Grant Plan (“Stock Grant Plan”), reserved for employees of Italgas and/or Group companies, under the terms and conditions outlined in the Information Document prepared pursuant to Article 84-bis of Consob Regulation No. 11971/1999 and made available to the public in accordance with applicable regulations, to which reference is made for further details. The Stock Grant Plan is designed, both as a reward and an incentive tool, to allow individuals who have made a significant contribution to the Transaction to benefit from a portion of the value creation generated by the Transaction itself.

Lastly, the Shareholders’ Meeting, in its extraordinary session, approved 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.

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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.