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Hera Group approves results at 31/12/2018

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27/03/2019
Hera Group approves results at 31/12/2018

The multi-utility, included as of Monday 18 March in the FTSE MIB, closed the year with all main results improving beyond expectations, reaching the milestone of a one billion-euro Ebitda and crowning a history of 16 years of uninterrupted growth. Proposed dividends also rise to 10 cents per share, in line with the content of the business plan.

Financial highlights

  • Turnover at 6,626.4 million euro (+8.0%)
  • Ebitda at 1,031.1 million euro (+4.7%)
  • Net profits at 296.6 million euro (+11.2%)
  • Net debt at 2,585.6 million euro
  • Net debt/Ebitda ratio improves to 2.51x
  • Proposed dividends increase to 10 cents per share 

Operating highlights 

  • Good contribution to growth coming from all businesses, in particular the integrated water cycle and the gas area
  • Management marked by good results achieved in internal growth 
  • Solid customer base in energy sectors (over 2.5 million), up by roughly 150,000
  • Sorted waste increases to a 62.5% average over all areas served
  • Improvement seen in all sustainability indicators, with shared value Ebitda growing to 375.2 million euro (+14%) 

2018 Economic results - Comments of the Hera Group executive chairman Tomaso Tommasi di Vignano

 

Today, the Hera Group’s Board of Directors, chaired by Tomaso Tommasi di Vignano, unanimously approved the consolidated economic results at 31 December 2018, along with the Sustainability Report.

16 years of uninterrupted growth and winning strategies, with all main operating-financial and sustainability indicators improving

The Hera Group closed the 2018 financial year with improved results, exceeding expectations. All business areas contributed to this growth, which was largely sustained by regulated activities. The results achieved confirm the Hera Group’s position of leadership among multi-utilities and the solidity of its business model, preparing it to grasp additional opportunities for expansion in the fragmentary markets in which it operates. 
The Group’s sixteen-year track record of uninterrupted development combining internal and external growth has allowed it to reach significant economies of scale and ever-increasing synergies thanks to its multi-business industrial approach, balanced between regulated and free-market activities, which has proved to be a winning strategy. Since its birth in 2002, the Hera Group has quintupled its Ebitda, with net profits increasing eightfold: it now ranks among the Nation’s leaders in all business areas (first in waste management, second in the integrated water cycle, third in gas distribution and in energy sales to end customers). 
These results are accompanied by a strong commitment towards social and environmental sustainability and towards creating shared value, both of which are competitive levers in all respects and bring the company’s development into line with the targets defined in the UN’s 2030 Agenda and the most advanced European goals. 

Turnover exceeds 6.6 billion, increasing by 8.0%

The Hera Group’s 2018 turnover rose to 6,626.4 million euro, up 489.5 million (+8.0% over the 6,136.9 seen in 2017), thanks above all to higher revenues in gas and electricity sales owing to volumes sold, in addition to higher revenues in the waste management area and water services.

Ebitda grows to 1,031.1 million (+4.7%)

Group Ebitda exceeded one billion euro for the first time, reaching 1,031.1 million (+4.7%), up 46.5 million over the 984.6 million recorded in 2017 and above the forecast released on 10 January 2019 (indicating an estimated 1,020 million 2018 Ebitda). This result was due to the good performances seen in the Group’s various business areas, first and foremost the integrated water cycle and the gas area.

Operating results and pre-tax profits increase, financial management improves

Net operating results also rose, coming to 510.1 million euro, up 30.8 million (+6.4% compared to the 479.3 seen in 2017), despite higher operating amortisation, depreciation and provisions for new investments in regulated distribution and changes in the scope of operations. Pre-tax profits went from 377.8 million euro in 2017 to 418.4 million (+10.7%), rising by 40.6 million euro thanks to a 9.8 million improvement in financial management.

Sharp rise in net profits, reaching 296.6 million euro (+11.2%)

Group net profits increased to 296.6 million euro (+11.2%), with a 29.8 million euro rise over the 266.8 seen one year earlier. The average tax rate settled at 29.1%, as against 29.6% at 31 December 2017; the latter moreover benefitted from several exemptions, without which it would have come to 30.8%. The improvement is thus equivalent to 1.7% and is linked to the benefits coming from the Group’s considerable investments in assets going towards technological and digital transformation. Profits pertaining to Group Shareholders came to 281.9 million euro (+12.1%), up 30.4 million over 2017.

Investments rise to 462.6 million euro, Net debt/Ebitda ratio further improves to 2.51

Including capital grants, the Group’s overall 2018 investments came to 462.6 million euro, up 5% over the 440.5 million seen the previous year. They mainly went to interventions on plants, networks and infrastructures, to guarantee efficiency, safety, resilience and innovation, in addition to regulatory upgrading above all in gas distribution, with an intensive meter substitution, and the purification and sewerage areas. Net investments came to 431.8 million.
Net debt settled at 2,585.6 million euro, improving compared to the 30 September 2018 figure and essentially stable with respect to the previous year (2,523.0 million in 2017), despite higher investments, the M&A operations seen during the year and the treasury shares repurchased. Further improvement was seen in the Net debt/Ebitda ratio, which dropped to 2.51 (compared to 2.56 in 2017).
The Group’s financial solidity is reflected by the opinions expressed by major rating agencies: Baa2 with a stable outlook from Moody’s and BBB with a positive outlook from Standard & Poor's.

Further improvement in the Group’s sustainability, shared value Ebitda up to 36%

These positive operating results were matched by an ever-increasing attention towards sustainability. The Hera Group was among the first to introduce, in 2016, shared value reporting, covering all business activities that in addition to generating Ebitda for the company respect the drivers of sustainable development defined by the UN’s 2030 Agenda and, more generally speaking, various national and international policies. The Hera Group’s 2018 shared value Ebitda came to 375.2 million euro, accounting for 36% of overall Ebitda (+14% compared to the 329 million seen the previous year). This result is perfectly in line with the path set out by the Business plan, in which this indicator is projected to reach 40% by 2022.
The Group’s attention towards sustainability is also proven by the fact that 40% of total investments made by the Group – coming to over 180 million euro – go towards initiatives and projects aimed at creating shared value, distributed among the three drivers within which the Hera Group has organised this commitment: 71.3 million invested in innovation and contributions to development, 68.9 million in a more efficient use of resources and 48.3 million in a smarter use of energy.

Proposed dividends rise to 10 cents per share, inclusion within the FTSE MIB

In 2019 Hera became part of the Borsa Italiana FTSE MIB index, which includes the 40 largest companies listed on the Italian stock exchange, thanks to the amount of free float capitalisation and the value of the shares traded over the last six months.
The Board of Directors, considering the positive results achieved and the Group’s sound financial profile, has decided to put a dividend of 10 cents per share to the Shareholders Meeting to be held on 30 April 2019, higher than last June (9.5 cents per share) and in line with the content of the Business plan.
The ex-dividend date has been set at 24 June 2019, with payment as of 26 June 2019.

Gas

Ebitda for the gas area, which includes services in natural gas distribution and sales, district heating and heat management, grew significantly over the previous year in terms of both margins and volumes sold: it indeed reached 316.5 million euro (+4.9%), 14.8 million more than the 301.7 million seen in 2017. This result was reached thanks to commercial development on the free market, increased activity on the default market and in last resort supply, greater efficiency in distribution and the positive effect on consumption coming from the colder winter temperatures. The number of customers rose by 59.6 thousand (4.3%), now totalling 1.5 million users, partially due to the acquisitions of 100% of the Abruzzo companies Blu Ranton and Sangroservizi. Volumes sold increased by 18.2%.
In 2018 net investments amounted to 115.4 million euro (+14.3% compared to 2017), to guarantee and improve the high-quality standards in networks and plants, with non-recurring maintenance and work involving cathodic protection for the Trieste network. Investments also rose for heat management and the number of new connections in district heating grew.
The gas area accounted for 30.7% of Group Ebitda.

Water cycle

In 2018, the integrated water cycle area, which includes aqueduct, purification and sewerage services, recorded Ebitda amounting to 249.7 million euro, up 19.8 million euro (+8.6%) over the 229.9 seen over the previous year. This result was mainly obtained through the efficiencies reached, higher revenues resulting from the tariffs introduced by the Authority, the bonuses awarded for high service standards and the change in scope of operations resulting from the operational status of the new Servola (Trieste) purifier and a few items from previous years.
Net investments amounted to 127.6 million euro (increasing by 12.8% over 2017). Including capital grants, investments totalled 157.9 million, mainly dedicated to extensions, network and plant upgrading and reclamations, in addition to regulatory upgrading concerning above all purification and sewerage. The main investments also included work on the Rimini seawater protection plan, one of the Group’s most important and at the forefront nationwide as regards sewerage and purification.
The integrated water cycle area accounted for 24.2% of Group Ebitda.

Waste

Ebitda for the waste management area, which includes waste collection, treatment and disposal services, also grew, coming to 252.0 million euro (+2.4%), up 6 million over the 246.0 million recorded in 2017. In the waste treatment sector, in which the Group ranks once again as the nation’s leader with roughly 90 plants handling all types of waste, the positive results were mainly due to fluctuations in the price of special waste and revenues from electricity generation. 
In waste management and recovery, it is worth mentioning, Hera works with complete and integrated offers, providing its partner companies with all-inclusive solutions that bring together efficiency and sustainability, in line with the principles of a circular economy. This is the strategy underlying the biomethane production plant inaugurated in October in Sant’Agata Bolognese thanks to a 37 million euro investment, which as of 2019 will contribute to results in the waste management area, and the contribution coming from Aliplast, a national and international leader in plastic collection and recycling.
Sorted waste going towards recycling showed an unprecedented increase in 2018: almost five percentage points, going from 57.7% in 2017 to 62.5%, thanks to the numerous projects implemented across all areas served. The positive performance in sorted waste is also due to a few municipalities where services have been modified as preparation for the shift to unit pricing, with Ferrara representing one outstanding example. Investments coming to 77.7 million euro were mainly dedicated to maintaining and upgrading plants.
The waste management area accounted for 24.4% of Group Ebitda.

Electricity

The electricity area, which includes services in electricity production, distribution and sales, recorded an Ebitda coming to 183.5 million, essentially in line with the 184.5 million recorded the previous year. This result was mainly due to higher revenues from sales and distribution, along with higher margins and operating efficiencies which largely offset lower revenues in trading and the lower income from electricity generation caused by regulatory modifications and temporarily suspended plants in Campania. Electricity customers rose to 1.1 million (+8.9%), up 87.1 thousand, with significant growth seen above all on the free market thanks to reinforced marketing initiatives, in particular in regions of Central Italy.
Investments amounting to 23 million euro went mainly to non-recurring maintenance on plants and networks in the Modena, Imola, Trieste and Gorizia areas.
The amount of Group Ebitda accounted for by the electricity area came to 17.8%.

Statement by Executive Chairman Tomaso Tommasi di Vignano

“We are particularly satisfied with the results achieved, since the various indicators confirm that the Hera Group’s growth is a healthy one: it corresponds, indeed, to further increases in the rates of return, with ROI and ROE continually progressing over the last 4 years. This is due to a growing and efficient capital allocation, expansion on free markets, the enhanced efficiency attained, and the innovations introduced, all of which has brought about a 6% growth in Ebitda per employee. Furthermore, we have confirmed our tendency to create value for all stakeholders, beginning with our shareholders, to whom we will pay a 10 cent per share dividend, showing a further increase with respect to the past and in line with what we have presented in our Business plan. They will additionally benefit from a higher stock liquidity, thanks to our recent entry in the FTSE MIB.”

Statement by CEO Stefano Venier

“The Hera Group’s excellent results, largely produced by internal growth, bear witness to the actions we have undertaken to improve efficiency and sustainability to an even greater degree, and also to broaden our reference market through tenders and boost our ability to compete on free markets. Our positive operating management has been matched by an improved financial management and tax optimisations, as is fully reflected by the Group’s growing profits. I feel it is important to mention that our growth is proceeding at the same rate as our attention towards sustainability and creating shared value, both fundamental levers in our strategy. Evidence of this can be seen in both the Group’s rising Ebitda that, in 2018 as well, was fully in line with the principles of shared value, and in our innovative financial operations, such as launching the first sustainable revolving line of credit last May, after we pioneered the first green bond on the Italian market in 2014.”

PROFIT & LOSS (M€) 31/12/2018 INC.% 31/12/2017 INC.% CH. CH. %
Sales 6,134.4   5,612.1   +522.3 +9.3%
Other operating revenues 492.0 8.0% 524.8 9.4% (32.8) (6.3%)
Raw material (2,984.1) (48.6%) (2,606.8) (46.4%) +377.3 +14.5%
Services costs (2,040.5) (33.3%) (1,952.2) (34.8%) +88.3 +4.5%
Other operating expenses (62.5) (1.0%) (84.6) (1.5%) (22.1) (26.1%)
Personnel costs (551.4) (9.0%) (551.6) (9.8%) (0.2) (0.0%)
Capitalisations 43.3 0.7% 43.0 0.8% +0.3 +0.7%
Ebitda 1,031.1 16.8% 984.6 17.5% +46.5 +4.7%
Depreciation and provisions (521.0) (8.5%) (505.3) (9.0%) +15.7 +3.1%
Ebit 510.1 8.3% 479.3 8.5% +30.8 +6.4%
Financial inc./(exp.) (91.7) (1.5%) (101.5) (1.8%) (9.8) (9.7%)
Pre tax profit 418.4 6.8% 377.8 6.7% +40.6 +10.7%
Tax (121.8) (2.0%) (111.8) (2.0%) +10.0 +8.9%
Net profit before special items 296.6 4.8% 266.0 4.7% +30.6 +11.5%
Special items 0.0 0.0% 0.8 0.0% (0.8) (100.0%)
Net profit 296.6 4.8% 266.8 4.8% +29.8 +11.2%
Attributable to:            
Shareholders of the Parent Company 281.9 4.6% 251.5 4.5% +30.4 +12.1%
Minority shareholders 14.7 0.2% 15.3 0.3% (0.6) (3.9%)

 

BALANCE SHEET(M€) 31/12/2018 INC.% 31/12/2017 INC.% CH. CH.%
Net fixed assets 5,905.1 108.7% 5,780.6 110.5% +124.5 +2.2%
Working capital 115.4 2.1% 23.2 0.4% +92.2 +397.4%
(Provisions) (588.2) (10.8%) (574.8) (10.9%) (13.4) +2.3%
Net invested capital 5,432.3 100.0% 5,229.0 100.0% +203.3 +3.9%
Net equity 2,846.7 52.4% 2,706.0 51.7% +140.7 +5.2%
Long term net financial debt 2,558.8 47.1% 2,735.4 52.4% (176.6) (6.5%)
Short term net financial debt 26.8 0.5% (212.4) (4.1%) +239.2 (112.6%)
Net financial debts 2,585.6 47.6% 2,523.0 48.3% +62.6 +2.5%
Net invested capital 5,432.3 100.0% 5,229.0 100.0% +203.3 +3.9%

 

Self-assessment of the Board of Statutory Auditors

It should be noted that today the Board of Directors has taken note of the self-assessment report of the Board of Statutory Auditors of Hera S.p.A. that has carried out, according to the current legislation, its own self-assessment, based on the analysis of the suitability of its own members and the proper composition of the body. The Board has ascertained in particular that its members meet the requirements of professionalism, competence, integrity and experience.

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ede_hera_110 The "Bloomberg Gender-Equality Index" (GEI) has included Hera, together with nine other important Italian companies such as Mediobanca, Snam, Acea, Enea, Intesa Sanpaolo and Unicredit, among the 325 most committed companies, globally, in the promotion of gender equality through the development of dedicated policies and projects and transparency in the dissemination of information. The index, presented as part of the World Economic Forum in Davos, in Switzerland, from 21 to 24 January 2020, assesses the financial performance of companies active in terms of equality, and measures their tangibility through five parameters: female leadership and talent enhancement, gender pay equality, inclusive culture, rigid harassment policy and corporate recognition for women. sede_hera_870 2020-01-22 Further informations Hera_870.1579685805.jpg The index, presented at the World Economic Forum in Davos, brings together the 325 companies globally most committed to promoting gender equality policies https://www.bloomberg.com/company/press/bloombergs-2020-gender-equality-index-expands-to-include-325-public-companies-globally/ Read the news ede_hera_110
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Hera Group promotes Circular View by Silvia Camporesi Silvia Camporesi - BIOGRAPHY Silvia Camporesi was born in 1973 in Forlì. With a degree in philosophy, she uses the languages of photography and video to develop stories inspired by ancient myths, literature, religions and real life. In recent years her work has focused on the Italian landscape. Since 2004 she has held solo exhibitions in Italy - Dance dance dance at the MAR in Ravenna in 2007, Planasia at the European Photography Festival in Reggio Emilia in 2014, Genius Loci at the MAC in Lissone in 2017 - and abroad - À perte de vue at the Chambre Blanche in Quebec in 2011; 2112, Saint James Cavalier in Valletta in 2013; Atlas Italiae exhibited at the Abbaye de Neumünster in Luxembourg in 2015, and Art Musings in Mumbai in 2017 and Desfours Palace in Prague in 2018. Group exhibitions she has participated in include: Italian camera, Isola di San Servolo, Venice in 2005; Con gliocchi, con la testa, col cuore at MART in Rovereto in 2012; Italy inside out at Palazzo della Ragione, Milan in 2015; Extraordinary Visions at MAXXI in Rome in 2016 and at the Kolkata Centre in Kolkata in 2019, and The Quest of Happiness at Serlachius Museums in Mantta, Finland. In 2007 she won the Celestial Award for Photography; she was among the finalists of the Talent Prize in 2008 and the Terna Award in 2010; she won the Francesco Fabbri award for photography in 2013, the 2015 Artefiera Rotary Award, and the 2016 BNL Award. She has published five books: La Terza Venezia (Trolley, 2012); Journey to Armenia (Quaderni di Gente di Fotografia, 2014), Atlas Italiae (Peliti Associati, 2015), Il mondo è tutto ciò che accade (Danilo Montanari Editore, 2019) and Doppio sguardo (Contrasto Books, 2019). She complements her artistic work with teaching. Her works are present in public and private collections, among which: MAXXI, Rome; MART, Rovereto; BNL Group, Milan. Hera Group promotes Circular View by Silvia Camporesi 2019-07-23 870x500_eng.1579256714.jpg After the SCART exhibition in 2018 and the Gasometro M.A.N. n.3 exhibition by Carlo Valsecchi in 2019, the Hera Group promotes Circular View by Silvia Camporesi, curated by Carlo Sala, from 24 January to 24 February 2020 at Spazio Carbonesi, Bologna. Hera Group promotes Circular View by Silvia Camporesi
10/01/2020

Hera Group approves Business Plan to 2023

Business_plan_110 Tomaso Tommasi di Vignano, Hera Executive Chairman The goals set out in the Business plan we are presenting today are in line with our history: for 17 years, we have been growing uninterruptedly, creating value for the areas in which we operate and for all stakeholders, beginning with our shareholders. This value translates into concrete benefits, concerning for example the investments made in services and plants, which become assets of the area itself, and in the activities in which Hera involves citizens, institutions, workers, suppliers and members of the third sector, acting as an “enabler” for their own growth. Our Plan is able to rely on both a solid initial basis – with preliminary year-end results 3% higher than expected – and significant growth in 2020, sustained among other things by the transaction with Ascopiave, which will now begin to contribute to our results. 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Preliminary results for 2019 show Ebitda at 1,081 million; a new Plan to accompany development Today, the Hera Group's Board of Directors, chaired by Tomaso Tommasi di Vignano, approved the Business plan to 2023. The year-end projections confirm results exceeding expectations, due to both the highly positive results seen in the third quarter report at 30 September 2019, and the performances projected for the last quarter of the year. Ebitda is expected to reach roughly 1,081 million euro, up 4.85% compared to the 1,031.1 million seen in 2018, with the Net debt/Ebitda ratio settling at roughly 2.5, before including the financial impact of the Ascopiave transaction, which brings this indicator to roughly 3.05. The scenario: options for growth, along with a range of opportunities Even within a complex national economic scenario, marked by limited prospects for growth, Hera intends to continue along its path of development and maintain the resilience it has shown over time in this type of context. This will be achieved by relying on its noteworthy available asset portfolio, the skills of its employees, the diversified portfolio mix and the opportunities now emerging in its various business areas. The growing attention shown by European institutions towards promoting sustainable growth, with interventions such as the recent "A European Green Deal" program, will give further value to the goals already pursued by the Group in recent years, in terms of sustainability, innovation and circularity in its business management models. In regulated sectors, growth opportunities are linked to the reassignment of concessions through tenders and ongoing changes in Arera tariff regulation which, as of 2020, will be responsible for the waste management sector as well. In free market waste management activities, the persistent shortcomings in waste treatment plants on a national and European level sustains a positive trend in prices and demand, going to the advantage of operators provided with adequate infrastructures. As regards free market energy sales, over the period of time covered by the Plan, new yearly/two-year tenders for assigning last resort services are expected to be held and a process of liberalising protected electricity customers "maggior tutela" is expected to be gradually introduced. Growth, risk management and circular economy: the three pillars of the new Business plan In such context, Hera has defined its Plan to 2023 by elaborating marketing and industrial growth strategies based on an increasingly sustainable business model, making the most of the opportunities offered by new technologies and digital evolution. The new strategic document aims at leveraging upon the competitive advantages of its multi-utility portfolio: a wide service portfolio marked by a significant amount of regulated services; solidity in assets and finance; an ability to fund significant investments; a corporate environment and experience geared towards efficiency and innovation; and the investments constantly made in training its roughly 9,000 employees. In particular, the Group has set out its Plan to 2023 by following 3 strategic directives: industrial growth, risk management. Attention towards sustainability remains a fundamental aspect of the Group's strategy, reflecting the goals set out in the 2030 Agenda that concern the Group's activities (covering 11 of the UN's 17 SDGs): almost 3/4 of the growth expected over the period covered by the Plan will be sustained by projects that respond to this "call to action". Almost 2.9 billion euro in investments; solidity confirmed in assets and finance The new Business plan foresees investments coming to roughly 2.9 billion euro, of which roughly 2 billion will go towards maintenance of currently owned plants and 900 million in plant expansion. In particular, investments for internal plant development are expected to rise, now coming to 540 million, 120 more (+30%) than in the previous plan. The attention that Hera has shown over time to the solidity of its assets and its financial balance has allowed to include projects for expansion through M&As in its new strategic document, in addition to the ones already finalised over the previous year, including the partnership with Ascopiave. At the same time, space to manoeuvre remains, as does the flexibility required to grasp any additional opportunities for external growth in the upcoming years, not included in the current Plan. Leader in the waste management area, thanks to sorted waste, solutions for waste transportation and outstanding projects for a circular economy Increases are also expected for Ebitda in the waste management area, which will go from 252 million in 2018 to 307 in 2023, with 618 million in investments expected between 2019 and 2023. In this sector, the Group aims at confirming its commercial and technological leadership in the integrated waste cycle, thanks to its avant-garde set of plants which are in line with European best practices, which will be further developed in the years to come with the goal of increasing resource protection and maximising reuse. One example comes from biomethane production plants. The experience acquired from the Sant'Agata Bolognese (BO) plant - which transforms the organic portion of sorted waste into compost and biomethane which fuels buses, taxis and private vehicles - will lead new projects to be introduced in areas served by the Group, supporting the model of a circular economy. In particular, over the period covered by the Plan, the Voltana anaerobic digester, located in the area surrounding Ravenna, will also be partially reconverted to produce biomethane. Within 2023 the Hera Group furthermore expects an additional rise in sorted waste in the areas served, up from the 62.5% seen in 2018 to 75% in 2023. The Group's objective is to improve its quality as well, thanks to numerous campaigns designed to raise awareness and initiatives meant to get citizens involved. The circular model, indeed, in addition to the appropriate type of plants, also requires coherent individual and collective behaviour. A larger and better amount of sorted waste leads to further circular business opportunities. One example can be seen in the partnership between Hera and Eni intended to produce biofuel from waste oil brought by citizens, which is expected to be extended to other areas served by the Group, outside Emilia-Romagna, where the pilot project took place. 2020-01-09 Further informations Business plan to 2023 In light of the positive preliminary results for 2019, showing higher growth than expected in the previous Plan, and the M&A transactions carried out, the Group has presented its new five-year strategic document. This reflects its commitment towards further industrial development, sustained by investments, innovation and an eye to sustainability. Hera has confirmed its role as a "local multi-utility", capable of creating value for the areas in which it operates and for all stakeholders /-/hera-group-approves-business-plan-to-2023-1?inheritRedirect=true http://investornews.gruppohera.it/en/?n=179 /group_eng/investor-relations/hera-strategy/ Press release Newsletter: business plan to 2023 Strategy and Business Plan centrata Read more bp_2023_110x150.1578647530.png
19/12/2019

Partnership between Hera and Ascopiave now operational in the energy sales sector

GH-ASCOPIAVE_110 The Hera Group and Ascopiave S.p.a. have finalised the transaction that formalises, as of today, the birth of the largest operator in the energy sector in North-Eastern Italy, with over one million customers, while at the same time redefining gas distribution between the two partners. Today's closing, which follows up on the framework agreement signed on 30 July and the subsequent approvals granted by the appropriate authorities and bodies, involves an exchange of assets having an equal value between the Hera Group and Ascopiave, in energy sales on the one hand, and gas distribution on the other. The economic aspects of the transaction did not change with respect to what had been made public previously, except for adjustments in the closing date included in last July's framework agreement, and settlements defined for governance and management options for Ascopiave's shareholdings in EstEnergy and Hera Comm. This transaction is an important step along the evolution of the Hera Group and Ascopiave's business portfolios, and fully respects the orientations in development approved by their respective Boards of Directors. The Hera Group, indeed, will achieve the goal set out in its Business plan to 2022 in advance, reaching roughly 3.3 million customers in energy sales. Ascopiave, instead, will implement its own strategic repositioning plan, through a sales agreement with a leading figure and a consolidation of its own position in the core business of gas distribution. As regards energy sales, EstEnergy will manage commercial activities in the Veneto, Friuli-Venezia Giulia and Lombardy regions, with over one million customers (including roughly 795,000 gas contracts and roughly 265,000 electricity contracts). More specifically, the new company, whose value before the transaction came to 191.7 million euro, now includes the sales companies of the Ascopiave Group (Ascotrade S.p.a., Ascopiave Energie S.p.a. and Blue Meta S.p.a. as well as the joint ventures Asm Set S.r.l. and Etra Energia S.r.l.) and a shareholding in Sinergie Italiane S.r.l., for an overall value of 474.2 million euro, as well as those of the Hera Group (Hera Comm Nord-Est S.r.l), whose value comes to 159.0 million euro. The Hera Group holds 52% of the share capital of the new EstEnergy, while 48% is held by Ascopiave (which purchased this amount for a price of 395.9 million euro, based on the total equity value of EstEnergy, equivalent to 824.9 million euro). The Board of Directors is made up of 5 members, 3 appointed by Hera and 2 by Ascopiave, in line with the Shareholders Agreement signed today. The members, appointed today, are, for the Hera Group: Stefano Venier, CEO of the Hera Group; Cristian Fabbri, Group Market Manager and CEO of Hera Comm, who will also act as CEO of the new EstEnergy; Isabella Malagoli, Director of Sales and Marketing at Hera Comm. Ascopiave's members are: Giovanni Zoppas, CEO of Thelios, who will also act as Chairman, and Nicola Cecconato, Chairman and CEO of Ascopiave Group. As regards the reorganisation of gas distribution, Ascopiave purchased from the Hera Group, for a price set at 168 million euro, an area of concessions comprising roughly 188,000 users in the Veneto and Friuli-Venezia Giulia regions, which as of 31 December 2019 will come together in the newly created company named AP Reti Gas Nord-Est. Thanks to this transaction, the Ascopiave Group will manage roughly 775,000 users and a network with a total length of over 12,000 Km, thus consolidating its position in the national ranking. Lastly, as indicated in the agreement signed in late July, 3% of the share capital of Hera Comm was purchased by Ascopiave today, for a price of 54 million euro. Furthermore, Chairman and CEO Nicola Cecconato was appointed in the company's Board of Directors. Furthermore, as part of the overall redefinition of energy sales activities, Hera Comm directly acquired 100% of the share capital of Amgas Blu, a company entirely held by Ascopiave, which operates in the province of Foggia and has roughly 50,000 customers, for a price of 42.5 million euro. GH-ASCOPIAVE_870 20191219_closing_Gruppo_Hera_e_Ascopiave_eng_final.1576776341.pdf 2019-12-19 hera_ascopiave_870.1576776340.jpg The transaction between the two companies, finalised today, marks the birth, through EstEnergy, of the largest energy operator in North-Eastern Italy, whose BoD was also appointed. Ascopiave acquires new assets in gas distribution, reinforcing its position in the sector and reaching 775,000 users served. The Hera Group now has roughly 3.3 million energy customers overall Read more GH-ASCOPIAVE_110

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