La Consob has approved the information prospectus relating to thecapital increase in option promoted by Italgas, functional to the operation of acquisition of 2i Rete GasThe operation involves the issue of new ordinary shares for a maximum total value of 1,02 billion euros, including surcharge. The new actions will be admitted to trading on the regulated market Euronext Milan.
The characteristics of the new shares
Following the authorization, the board of directors of Italgas has defined the terms of the offer: the subscription price has been set at 5,026 euros per share, of which 1,240 euros allocated to share capital and 3,786 euros as a premium. The shares will be offered in the ratio of one new share for every four option rights held. In total, up to 202.938.478 new shares will be issued, for a maximum value of 1.019.968.790,43 euros.
The price includes one 24,82% Off compared to the TERP (Theoretical Ex Right Price) calculated on the basis of the stock market closing on May 28, 2025.
The calendar of the option offer
The period for exercising the option rights will run from 2 to 19 June 2025, including the extremes. During the same time frame, but with an earlier expiry date than 13nd June, the rights will be tradable on Euronext Milan. The unexercised rights will be subsequently offered on the Stock Exchange within the following month, for at least two trading days.
Each Italgas share owned will correspond to one option right. The subscription ratio is one new share for every four rights held.
Guarantees and Underwriting Commitments
The capital increase will be covered by a warranty contract signed with a pool of banks: JP Morgan SE (structuring advisor), BofA Securities Europe, Citigroup Global Markets Europe, Morgan Stanley & Co. International, Société Générale (joint global coordinator and joint bookrunner), e Banca Akros (co-global coordinator and joint bookrunner).
The guarantors have undertaken, severally and without joint and several liability, to subscribe for any new shares that remain unsubscribed for a maximum amount equal to 755,18 million euro.
The remaining share, equal to 264,79 million euro, will be subscribed by the majority shareholder CDP Networks, which confirmed its intention to fully adhere to its quota.
The information prospectus has been published on the company website and filed at the registered office. In addition to the document in Italian, Italgas will prepare an offering circular in English, intended for qualified institutional investors.
The operation is part of the strategy of Strengthening the role of Italgas in the distribution of natural gas in Italy, following the announced integration with 2i Rete Gas, which will create a leading operator in the sector.
