Snam Rete Gas purchases 100% of Stogit and Italgas. Creating a european leader in the regulated gas business
- Agreement signed to purchase 100% of Stogit and Italgas from Eni
- Acquisition price for Stogit and Italgas respectively of €1,650 million and €3,070 million
- Board of Directors convenes an Extraordinary General Meeting to seek shareholder approval for a rights issue
San Donato Milanese, 12 February 2009 - Snam Rete Gas has signed today an agreement to purchase from Eni S.p.A the entire share capital of Stogit S.p.A, the leading operator in the Italian natural gas storage sector, and of Italgas S.p.A., Italy’s leading gas distribution company.
The price has been agreed at €1,650 million for Stogit and €3,070 million for Italgas 1, to be fully settled in cash.
The transaction is expected to close in the first half of the year.
The transaction represents a perfect fit with Snam Rete Gas’ long-term strategy. It will create a uniquely integrated operator in the Italian regulated natural gas business with the largest regulated asset base (RAB) of any such business in Continental Europe.
Carlo Malacarne, CEO of Snam Rete Gas commented:
The creation of an integrated business uniting all regulated activities in the gas chain
reinforces the Snam Rete Gas strategy of delivering profitable long-term growth with a low risk
This transaction will allow us to create value through infrastructure development, knowledge sharing, improved efficiency and industrial synergies. This will be reinforced by the sense of common purpose we share from all being part of Eni�?.
In defining the financial structure for the transaction, Snam Rete Gas has focused on preserving its strong balance sheet and on maintaining its financial flexibility in the medium to long term. The transaction will be financed by new medium to long term financing already guaranteed by Eni of €1.3 billion, and also through a rights issue, for which the Board of Directors today called an Extraordinary General Meeting to seek shareholder approval.
The purchase of 100% of Stogit and Italgas will not impact upon the four year investment plan (2009-2012) for the gas transport and regassification activities of Snam Rete Gas.
Snam Rete Gas intends to produce an offering document pursuant to articles 71 and 71 bis of the Issuers Regulation in accordance with applicable regulations in view of the dimension of the transactions and the fact that the transactions are with a related party, since Eni S.p.A. controls both Snam Rete Gas and each of the target companies.
Mediobanca – Banca di Credito Finanziario were financial advisers to Snam Rete Gas on this transaction, and Clifford Chance were legal advisers.
Mediobanca – Banca di Credito Finanziario has provided the Board of Directors of Snam Rate Gas with a fairness opinion on the acquisition price for the total share capital of Stogit S.p.A. and Italgas S.p.A..
1 The final price will be subject to adjustment at closing based on the net financial position of the companies purchased as at 31 December 2008.
The Board of Directors of Snam Rete Gas resolved today to call an Extraordinary General Meeting (EGM) on 17 March and 18 March 2009, on first call and second call respectively.
The EGM is being called to grant to the Board of Directors, pursuant to Article 2443 of the Italian Civil Code, the power to increase the share capital, for consideration, on or before 31 December 2010, by way of a divisible increase for a maximum amount of €3.5 billion, inclusive of any share premium, to be implemented through the issue of ordinary shares, each with a nominal value of €1.00, to be offered in option to shareholders, pursuant to Article 2441 of the Italian Civil Code, and to grant to the Board of Directors broad powers to determine the terms and conditions of the transaction, the subscription price for the shares, any share premium, the number of shares to be issued and the option ratio.
It is expected that, if the Board of Directors receives such authority, it will implement the rights offer by the end of July 2009, subject to market conditions and issuance of the required regulatory authorisations.
Eni, the major shareholder in Snam Rete Gas, has undertaken to subscribe the entire quota of the capital increase assigned to it.
The rights issue, for the amount not subscribed by Eni, will be underwritten by a consortium of banks coordinated and managed by Mediobanca – Banca di Credito Finanziario, which will act as Global Co-ordinator and Bookrunner and which has already given an undertaking to underwrite the issue, subject to usual conditions for transactions of this nature.
It may be unlawful to distribute these materials in certain jurisdictions. These written materials are not for distribution in the United States, Canada, Australia or Japan. The information contained herein does not constitute an offer of securities for sale in the United States, Canada, Australia or Japan. These materials do not constitute or form part of an offer to sell or the solicitation of an offer to buy the securities discussed herein. The securities mentioned herein have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States or to or for the account or benefit of US persons absent registration or an exemption from the registration requirements of the Securities Act. There will be no public offer of the securities in the United States.
This document is for distribution only to persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Financial Promotion Order"), (ii) are persons falling with Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc") of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any Securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This document must not be acted on or relied on by other persons in the United Kingdom. This document is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons.
Market Presentation and Webcast
Snam Rete Gas will hold an analysts presentation tomorrow, 13 February 2009 at 10.00 am.
Snam Rete Gas Investor Relations
Tel +39.02.520.67272 - Fax: +39.02.520.67650
Snam Rete Gas External Relations
Tel. +39 02 520.67691 - Fax +39.02.520.69227
Eni Press Office
Tel +39 02.52031875 – +39 06.5982398
Snam Rete Gas is a leader in the transportation and dispatching of natural gas in Italy. The company has more than 60 years of experience in planning, developing and running infrastructure in the sector. Snam Rete Gas currently operates over 31,000 kilometres of pipeline network, 11 compression plants, 8 supervisory districts and 55 maintenance hubs. Snam Rete Gas is the only Italian company that regassifies Liquefied Natural Gas. In 2008 it transported more than 85 billion cubic metres of gas on behalf of approximately 73 shippers. It has been listed on the Milan stock exchange since December 2001 and its current market capitalisation is around €8 billion.
Stogit is the leading operator in the Italian natural gas storage business. It has the
licence to operate in 8 fields located in Lombardia, Emilia-Romagna and Abruzzo, with a total
capacity of around 8.6 billion cubic metres, available to meet seasonal demands. On top of the
levels of gas needed for functioning of the storage facilities, Stogit owns around 5.1 billion
cubic metres of natural gas stored as a strategic reserve.
In 2007, Stogit generated revenues of €376 million, operating profit of €255 million and net profits of €148 million. Net capital invested as at 31 December 2007 amounted to €1,759 million with net financial debt of €758 million 2.
Italgas, along with Napoletana Gas and other affiliated companies (Toscana Energia, AES
Torino, ACAM Gas, Umbria Distribuzione Gas. Metano Sant’Angelo Lodigiano, Metano Arcore, Metano
Borgomanero and Metano Casalpusterlengo) is the main natural gas distribution company in Italy. It
has more than 1,200 active licenses for the distribution of gas throughout Italy and around 40,000
km of pipeline
In 2007, Italgas generated revenues of €629 million, operating profit of €252 million and net profits of €256 million. Net capital invested as at 31 December 2007 amounted to €2,943 million with net financial debt of €1,000 million 4.
2 Source: 2007 Stogit S.p.A. Financial Statements.
3 Data refer to Italgas S.p.A. and do not include subsidiaries
4 Source: 2007 Italgas S.p.A. Financial Statements.
05 August 2016 - 16:18 CEST