Industrial partnership between AIMAG and Hera strengthened
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Industrial partnership between AIMAG and Hera strengthened
The framework agreement, signed today by the parties, will reinforce AIMAG industrially and financially, with the aim of creating value through both synergies with the Hera Group and an investment plan with positive repercussions on the areas served. The agreement calls for a capital increase in kind in the coming months through the conferral to AIMAG by Hera of an approximately 45% stake in a Newco managing the integrated water service in the province of Modena, currently managed by Hera. Following the capital increase in kind, Hera’s stake in AIMAG will rise from the current 25% to roughly 41% and will acquire the industrial governance guaranteeing the achievement of the expected synergies, while the Public Shareholders will retain 51% of the AIMAG share capital..
Today, the Boards of Directors of AIMAG S.p.A. and Hera S.p.A. agreed to sign a framework agreement that will introduce a new phase in the project for an industrial partnership between the two parties.
The AIMAG Group, owned by 21 municipalities located in the provinces of Modena and Mantua, operates in the waste management, water cycle and energy sectors; in 2023, its consolidated turnover amounted to 400 million, with Ebitda at over 60 million and a net financial position at 210 million euro. AIMAG can rely on a customer base in the energy supply business coming to over 230,000, along with 121,000 POD in gas distribution, 72,000 citizens served and 2,000 km of networks in the integrated water cycle, and a waste collection and treatment business serving over 176,000 citizens in 12 municipalities. Their geographical proximity and a perfect match of the portfolio mix strengthens the synergic prospects of the industrial partnership between AIMAG and the Hera Group.
The transaction will be subject to the usual conditions foreseen for this type of operation and to all communications and approvals by the competent authorities and bodies. The parties expect to complete the transaction within June 2025.
The path includes, among other things, a capital increase in kind consisting of a conferral by Hera to AIMAG of an approximately 45% stake in a Newco to which the activities pertaining to the integrated water service in the province of Modena, currently owned by Hera S.p.A., will be transferred, concerning the management of 7,300 km of networks serving approximately 470,000 thousand citizens. As of now, a single hub for Modena’s water cycle will thus be formed, making possible synergies and integrated developments of the current systems and enabling greater investments and significant improvements in the resilience of the water network. The capital increase was defined by valuing AIMAG at roughly 7x its 2024 Ebitda and the newco at approximately 1.2x the RAB, and as a result Hera’s stake in AIMAG is expected to rise from 25% to approximately 41%, while the Public Shareholders will retain a majority with 51%.
This reinforcement of AIMAG’s capital structure, along with the industrial and financial synergies obtained through Hera’s industrial governance, implying its consolidation line by line in the accounts, will enable an investment plan in the 2025-2028 period amounting to a total of over 250 million euro, for AIMAG and the Newco, to enhance the infrastructures of all portfolio activities, with consequent positive effects for all stakeholders.
For the transaction, Hera was assisted by the Lazard team for the financial part and by the Grimaldi law firm for the legal part, while AIMAG made use of PwC as strategic and financial advisor for the operation, of Professor Marco Maria Mattei as advisor for the valuation and, for the legal part, of Professor Lawyer Tommaso Bonetti of the Bonetti law firm and of the BLF firm.
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Strong interest from international investors in Hera’s first European Green Bond (EuGB) with a 6-year maturity, which will finance strategic projects of the multi-utility aligned with the EU Taxonomy. Orders received amouned to 7 times the offered amount.
The Hera Group, the first Italian company to issue a green bond in 2014, continues today its commitment to sustainable finance with the launch of its first European Green Bond (“EuGB”), under its “Euro Medium Term Note Programme” (EMTN). This bond issuance – in line with its European Green Bond Factsheet, published in the dedicated section of the Group’s website (https://eng.gruppohera.it/group_eng/investor-relations/debt-and-rating/green-financing-framework-e-opinion), together with the relevant Pre-Issuance Review, attracted significant interest from international investors, receiving orders for approximately 3.6 billion euros, nearly 7 times the offered amount.
With this issuance, which corresponds to the fifth green issuance overall considering all those carried out by the multi-utility over the last 12 years, the Hera Group has once again offered the market the opportunity to finance strategic projects aimed at the green transition and aligned with the EU Taxonomy, reaffirming its position as a benchmark company for sustainable finance, also at an international level.
“The issuance of our first European Green Bond represents a further concrete step in the Hera Group’s sustainability journey, confirming our commitment towards carbon neutrality and the development of the circular economy” – states Orazio Iacono, Chief Executive Officer of the Hera Group. “This new sustainable finance instrument allows us to fund investments fully aligned with the EU Taxonomy, accelerating strategic projects for the energy and environmental transition, from the reduction of greenhouse gas emissions to the increase in resource recovery and regeneration. This is a significant contribution to our business plan and to the Net Zero 2050 target, confirming our Group’s strategy, where business growth, value creation, and sustainable development are closely interconnected.”.
Characteristics of the Group’s European Green Bond (“EuGB”) and funded areas
The Hera Group’s first European Green Bond (“EuGB”) (rated Baa1 with Stable Outlook by Moody’s and BBB+/A-2 with Stable Outlook by Standard & Poor’s), amounts to a total of 500 million euros, repayable in 6 years with a coupon of 3.50% and a yield of 3.574%. The settlement date of the new issuance is expected on 4 June 2026.
The EuGB is represented by senior, non-convertible, unsecured notes, intended for circulation among qualified investors and governed by English law. Furthermore, the European Green Bond (EuGB) is expected to be assigned a rating in line with that of Hera.
The transaction saw significant participation from international investors (in particular, United Kingdom, France, Germany). Substantially all of investors were green and sustainable, confirming the interest in the Group also beyond national borders.
The European Green Bond is expected to be listed on the regulated market of Euronext Dublin from the issue date, as well as on the regulated markets of Euronext Milan and the Luxembourg Stock Exchange.
In accordance with the provisions of Regulation (EU) 2023/2631, the proceeds from the issuance are expected to finance or refinance the projects indicated in the Hera Group’s European Green Bond Factsheet, fully aligned with the EU Taxonomy.
In particular, the use of proceeds will cover three main areas:
- Sustainable management of water resources and wastewater: including construction, expansion and management of water collection, treatment and supply systems (economic activity 5.1 of the EU Taxonomy), as well as construction, expansion and management of wastewater collection and treatment systems (economic activity 5.3 of the EU Taxonomy);
- Circular economy, pollution prevention and control: including initiatives for the collection and transport of non-hazardous waste in source-segregated fractions (economic activity 5.5 of the EU Taxonomy);
- Energy efficiency and energy infrastructure: including (i) the generation of electricity using solar photovoltaic technology, (ii) the transmission and distribution of electricity, and (iii) installation, maintenance and repair of energy efficiency devices (economic activities 4.1, 4.9 and 7.3 of the EU Taxonomy).
To ensure the correct and transparent allocation of funds, Hera has adopted a monitoring and reporting process that provides for the publication of relevant information through a “Green Bond Report” which will include the “Allocation Reporting and the Impact Reporting”.
Transaction partners
The issuance of the Hera Group’s first European Green Bond (“EuGB”) was coordinated by BNP Paribas, Crédit Agricole CIB, Mediobanca, UniCredit, BBVA, Intesa Sanpaolo – IMI CIB Division, Banco Santander, Banca AKROS, Deutsche Bank, BPER Banca, Montepaschi di Siena, Barclays, Caixabank and Goldman Sachs as Joint Bookrunners. The law firm Legance assisted Hera, while the law firm Linklaters supported the Joint Bookrunners.