Dimensional growth and financial equilibrium: the immediate future of Hera moves along these tracks, the multi-utility in the Centre-North which is about to expand to the North-East with the incorporation of Acegas Aps and to consolidate its financial equilibrium with the entry in the capital of Fondo Strategico Italiano. Two closely connected operations that are illustrated on FIRSTonline since Chairman of Hera Tomaso Tommasi di Vignano.
FIRSTonline – Chairman, Hera has accepted the proposal of the Fondo Strategico Italiano to invest in its capital up to a stake close to 6%: is the fact of resorting to this new injection of resources a sign of strength or weakness on Hera's part?
Thomas of Vignano – I would reverse the reasoning. Since the fund's mission is to support the structural development of some sectors of the Italian economy through the entry into the capital of selected, fully healthy companies with solid growth prospects, I believe that this entry constitutes the best proof of the goodness of the Hera's industrial and strategic project.
FIRSTonline – What objectives does the group set on the basis of this agreement?
Thomas of Vignano – We will draw on important resources to continue the path of dimensional and operational development that has never been interrupted since our birth, while continuing to have an excellent financial balance and pursuing the policy of creating value. It is also necessary to consider the regulatory evolutions that are taking shape, aimed at giving greater efficiency and competitiveness also to regulated public services. Think, for example, of gas tenders. In this context, having the financial flexibility necessary for the important investments that we will be called upon to make is essential to continue serving the territory in an optimal way. I also believe that the entry of such a qualified interlocutor as FSI into the Group will contribute to further widening the breadth of our strategic reflection, bringing a vision of the "system" and specific skills of great value.
FIRSTonline – FSI will enter only at the end of the aggregation process with Acegas Aps, why?
Thomas of Vignano – Hera has all the characteristics that the FSI evaluates to identify its investments. However, the merger project with Acegas Aps is undeniably a qualifying element of our growth path. Also because within the FSI mission are those projects also aimed at reducing the number of operators in the sector. Consequently, the full implementation of this agreement represents a necessary condition to then execute the capital increase in option which will open the doors to the Fund of the Cassa Depositi e Prestiti
FIRSTonline – What are the stages of this journey?
Thomas of Vignano – Next 15 October, the extraordinary shareholders' meeting of Hera will be called to approve the capital increases to service the operations linked to the integration with Acegas Aps, as well as the delegation to the Hera board of directors for the capital increase for a maximum of 80 million shares with option right in favor of Hera shareholders and the holders of our convertible bonds. The agreement provides for a commitment by FSI to contribute resources up to a maximum of 100 million through the subscription of any unopted shares or through the purchase of the related option rights, sold by existing shareholders.
It should be emphasized that FSI's commitment is, inter alia, conditional on the achievement of a minimum quota of share capital of around 3% or on the purchase of option rights held by Hera's shareholders which allow for the subscription of at least the 2,6% of our share capital. Furthermore, the agreement is subject to obtaining all the necessary and appropriate authorizations from the competent authorities.
FIRSTonline – What industrial and strategic opportunities and prospects does the integration with Acegas open up? And the entry of FSI?
Thomas of Vignano – The strategic horizon is the same. Consolidate in the local public services sector a reality capable of combining a dimension that offers efficiencies and investment capacity with the territorial roots that a public services operator must necessarily have. All this while maintaining the corporate governance model that has always characterized Hera: public control exercised by a large number of subjects.
FIRST online – Where will the new Hera be headquartered?
Thomas of Vignano – At the end of the aggregation process, Hera will become a 100% shareholder of AcegasAPS, which however will maintain its legal personality and current registered office in Trieste. Hera's headquarters will continue to be in Bologna.
FIRSTonline – With this aggregation, will the center of gravity of the multi-utility move from the Centre-North (Emilia-Marche) to the North-East?
Thomas of Vignano – I think it is misleading to talk about the center of gravity. When the challenge at hand is to build one of the largest public utilities in the country, at the service of millions of citizens, it is more important to focus on the governance and organizational mechanisms that guarantee adequate involvement in all the territories in strategic and operational decisions . And above all that it allows the company to increasingly refine the listening skills necessary to understand the needs of the different realities.
FIRSTonline – How will Acegas' heavy debt affect the new company? (447 million against a 2011 Ebitda of approximately 120 million)
Thomas of Vignano – It should be noted that the debt of AcegasAPS is also the result of an important series of investments made in recent times and destined to bear fruit in the medium term. In any case, the issue has been the subject of in-depth analysis, the short-term impact will be modest given the relative size and will be completely neutralized by the fresh resources contributed by FSI; therefore we believe we can confirm the debt-to-gross operating margin ratio for 2016 below 3 times, a value judged optimal by the markets and rating agencies.
FIRSTonline – Do you think Hera can somehow address the hostility that the merger is arousing in a political party (in particular the 5-star movement is collecting signatures for a petition)?
Thomas of Vignano – The topic, purely political, is the exclusive competence of the common members and the political forces represented in them. The only answer that Hera will be able to give, if the operation ends positively, will be that of facts, further improving the quality of the services provided
FIRSTonline – At the end of these operations, Acegas and FSI, how will Hera's Board of Directors be composed? Will there be repercussions on governance?
Thomas of Vignano – In the short term, the board of directors will go from 20 to 21 members to allow for the entry, among the minority directors, of a representative of FSI. However, the already approved reduction to 15 of the number of councilors from 2014 remains confirmed. Of these, the municipalities of Padua and Trieste will nominate one member each.
