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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.

Italgas: the Board of Directors approves the renewal of the EMTN programme. Maximum nominal amount increased

Milan, October 24, 2024 – Italgas’ Board of Directors, chaired by Benedetta Navarra, met today and approved the renewal of the EMTN Programme (Euro Medium Term Notes) with a maximum nominal amount of 10 billion euros.

As of today, under the previous EMTN Programme, which had a maximum nominal amount of 6.5 billion euros, the notes outstanding are equal to 5.6 billion euros in nominal amount.

The Board of Directors has also approved the issue of one or more bonds to be placed only with institutional investors within one year by the date of the renewal of the Programme. The total amount of the bonds issued may not in any case exceed the abovementioned maximum amount. The new bonds issued may be listed on the regulated markets.

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.

Changes to Italgas’ calendar of corporate events 2024 Presentation of the 2024-2030 Strategic Plan set for 7 October

Milan, 5 October 2024 – Italgas announces that the publication of the press release relating the 2024-2030 Strategic Plan, initially scheduled for 12 June 2024, is now set for 7 October 2024, before the opening of the financial markets.

Consequently, the conference call to present the Plan to investors and financial analysts will be held on 7 October 2024 at 3 pm CEST at Italgas headquarters via Carlo Bo 11 – Milan.

An invitation with details will follow.

Signed the sale and purchase agreement for the acquisition of 2i Rete Gas

Milan, 5 October 2024 – Italgas announces that F2i SGR S.p.A. and Finavias S.à r.l. accepted the binding offer relating to the purchase of their shareholding in 2i Rete Gas S.p.A. and the related Share Purchase Agreement (SPA) has been signed. The positive outcome follows the negotiations disclosed to the market on May 13, 2024.

“With this transaction – commented Italgas CEO Paolo Gallo – Italgas Group marks a historic milestone in its long and prestigious history. The acquisition of 2i Rete Gas allows us to become the leading operator in Europe in the gas distribution sector, after being recognized as a global benchmark in terms of innovation and digitalization.

As the leading operator in Italy and Greece, Italgas — through this transaction — reinforces its commitment to achieving decarbonization goals, with resilient infrastructure and sustainable energy costs. Extending our digital applications across the entire network and adopting advanced technologies such as artificial intelligence will enable us to monitor and manage our infrastructure in real-time, improving operational efficiency while increasing safety and reliability. This will create value for our shareholders and all our stakeholders. We look forward with confidence to the next steps of the transaction to complete this significant project, in line with our strategic vision and the needs of the country within the framework of European goals.”

2i Rete Gas overview

2i Rete Gas is the second-largest gas distribution operator in Italy, present across most of the country, serving 4.9 million customers. In 2023 it recorded adjusted revenues of €815.0 million, an adjusted EBITDA of €546.3 million, an adjusted EBIT of €317.7 million, and an adjusted net profit of €181.3 million. In 2023 investments amounted to €372.2 million.

Terms of the Offer

The consideration (equity value) of the transaction is 2.060 billion euros. The net financial debt and other net liabilities as of December 31, 2023, amount to 3.246 billion euros.

The closing of the transaction is expected within the first half of 2025, subject to obtaining the necessary regulatory approvals.

Financing

Italgas will meet its financial needs through a “bridge” financing initially underwritten by J.P. Morgan and syndicated to a pool of lending banks including Banco BPM, BofA Securities, Citi, J.P. Morgan, Morgan Stanley, and Société Générale. This will also be refinanced through a rights issue amounting to 1 billion euros, aimed at maintaining the current credit rating profile. The terms and conditions of the capital increase will be defined later.

Advisors

J.P. Morgan acts as the financial advisor in the context of the transaction. Legance – Avvocati Associati serves as the legal advisor, and the firm Foglia & Partners is responsible for tax matters. J.P. Morgan, BofA Securities, and Jefferies have provided a fairness opinion to the Board of Directors of Italgas in relation to the transaction.

Italgas: Moody’s Ratings (Moody’s) confirms rating and Outlook

Milan, 01 October 2024 – The rating agency Moody’s confirmed today Italgas S.p.A Long-term Issuer rating at ‘Baa2’, Stable Outlook.

The Baa2 rating is supported by the Group’s focus on domestic low-risk gas distribution activities, which generate revenues under an established and supportive regulatory framework with a limited exposure to volume risk.

Furthermore, the rating reflects Italgas’ good operating efficiency, its solid cash flow generation, supported by efficiencies in operating spending and a low average cost of debt.

Moody’s highlights that Italgas’ rating remains constrained by the company’s exposure to macroeconomic, political, and regulatory risks in Italy (Baa3 stable).

Italgas: high demand for the reopening of the bond maturing in February 2029 (“TAP issue”) for an amount of 350 million euros

Milan, September 24, 2024 – Italgas S.p.A. (rated BBB+ by Fitch, Baa2 by Moody’s) successfully completed today the reopening of bond issuance carried out on February 8, 2024.

The transaction recorded a demand exceeding three times the initial offer, allowing the amount offered to be increased to 350 million euros.

The proceeds of the issue will be used to refinance bank indebtedness soon to mature.

The placement, exclusively targeted to institutional investors, was organized and led, as Joint Bookrunners, by Banca Akros, BNP Paribas, BofA Securities, Citi, J.P. Morgan, Morgan Stanley and Société Générale.

The bond will be listed on the Luxembourg Stock Exchange.

Details are as follows:

Amount: 350 million euros

Maturity: February 8, 2029

Annual Coupon: 3.125%. The re-offer price is 99.683 (equivalent to a spread of 95 basis points over the reference mid-swap rate).