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A.E.S. S.p.A.

On 25 June 2014, on the occurrence of the conditions precedent for execution of the demerger plan approved by the Shareholders’ Meeting of A.E.S. on 18 April 2014, the deed of demerger for the company’s district heating business unit was drawn up, with effect from 1 July 2014.

As of that date, Italgas wholly owns A.E.S., which operates exclusively in the natural gas distribution sector. Through A.E.S., Italgas directly manages the natural gas distribution service in Turin, with a network of 1,337 km of pipelines, 465,668 active redelivery points and 54 million cubic metres transmitted in 2014.

Effects of the transaction

The effects on EBIT of including A.E.S. in Snam S.p.A.'s scope of consolidation, as of 1 July 201435, are summarised below:

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(€ million)

1 July – 31 December 2014

Total revenue

38

- of which regulated

38

Operating costs

11

EBITDA

27

EBIT

18

Metano Arcore S.p.A.

With effect from 1 October 2014, Italgas acquired the entire equity investment held by the municipal authorities of Arcore in Metano Arcore S.p.A. (50% of the share capital) for a base auction price of €2.3 million. As of that date, Italgas wholly owns the company, which holds the concession to distribute natural gas in the municipality of Arcore through a network of more than 60 km and approximately 8,700 redelivery points.

On 22 December 2014, with an effective date of 1 January 2015, the notarial deed for the merger of Metano Arcore S.p.A. into Italgas S.p.A., based on the relevant statements of financial position at 30 June 2014 and the merger plan of 21 October 2014, was signed.

SETEAP S.p.A.

On 29 December 2014, with an effective date of 1 January 2015, the notarial deed for the merger of SETEAP S.p.A. (a wholly owned subsidiary of Napoletanagas S.p.A.) into Napoletanagas S.p.A., based on the relevant statements of financial position at 30 June 2014 and the merger plan of 22 September 2014, was signed.

35 The share attributable to Snam of the net profit generated by A.E.S. in the first half of 2014, before the demerger, is included in the valuation of the investment using the equity method as at 30 June 2014.

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