Introduction
Snam S.p.A. (formerly Snam Rete Gas S.p.A.) is an Italian company listed on the Milan Stock Exchange, with its registered office at Piazza Santa Barbara 7, San Donato Milanese (MI).
Following the fulfilment of the conditions precedent, which included the granting of authorisation by the Italian Competition Authority, and in compliance with the provisions concerning ownership unbundling pursuant to the Prime Ministerial Decree of 25 May 2012, on 15 October 2012 eni completed the sale to CDP of 1,013,619,522 ordinary shares, equivalent to 30% minus one share of Snam’s voting capital, thereby losing control of Snam. As at 31 December 2012, CDP owned 30.03% of the Snam S.p.A. voting capital.
On 1 January 2012, the transaction transferring the “Transportation, dispatching, remote control and metering of natural gas” business unit from Snam S.p.A. (formerly Snam Rete Gas S.p.A.) to Snam Rete Gas S.p.A. (formerly Snam Trasporto S.p.A.), a wholly owned company and transportation system operator on a continuing basis from 1 January 2012, came into effect. The EU Third Energy Package was fully implemented with this transaction, transposed into national legislation by Legislative Decree 93 of 1 June 2011.
The new ownership structure, which came into force on 1 January 2012, places Snam S.p.A. at the head of the Group, holding 100% of the share capital of the four operating companies (Snam Rete Gas S.p.A., GNL Italia S.p.A., Stogit S.p.A. and Italgas S.p.A.), which are responsible, respectively, for the management and development of natural gas transportation, regasification, storage and distribution activities.
Snam S.p.A. also has responsibility for strategic planning, management, coordination and control. In particular, pursuant to the new ownership structure, in 2012 Snam adopted a centralised organisational model for the management of finance processes, which provides for a single department overseeing all financial activities and market relations (institutions, commercial and investment banks, rating agencies). Financial processes are managed centrally by Snam for all subsidiaries.
Although the aforementioned transfer does not affect the consolidated financial statements given that it took place between Group companies, it renders insignificant a comparison between the various income statement and balance sheet items of the parent company with corresponding values of the previous year. The reclassified income statement and pro-forma balance sheet have been compiled to allow for comparison between the financial and balance sheet figures. In particular, the pro-forma income statement for 2011 shows, based on the organisational model in effect since 1 January 2012, the revenue and costs, income and expense connected to Snam S.p.A. as the holding company. The pro-forma balance sheet as at 31 December 2011 shows the situation after the transfer of the business unit to Snam Rete Gas S.p.A., including the adjustment from the change in equity that occurred from 30 September 2011 (the reference date of the appraisal) to 31 December 2011.
