Earnings Release • Nov 11, 2019
Earnings Release
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| Informazione Regolamentata n. 0887-105-2019 |
Data/Ora Ricezione 11 Novembre 2019 13:31:08 |
MTA - Star | |
|---|---|---|---|
| Societa' | : | ASCOPIAVE S.P.A. | |
| Identificativo Informazione Regolamentata |
: | 124532 | |
| Nome utilizzatore | : | ASCOPIAVEN01 - Rossetto Irene | |
| Tipologia | : | REGEM | |
| Data/Ora Ricezione | : | 11 Novembre 2019 13:31:08 | |
| Data/Ora Inizio Diffusione presunta |
: | 11 Novembre 2019 13:31:09 | |
| Oggetto | : | results for the first nine months of 2019 | The Board of Directors has approved the |
| Testo del comunicato |
Vedi allegato.
ASCOPIAVE: The Board of Directors has approved the results for the first nine months of 2019.
Gross Operating Margin: Euro 30.5 million (Euro 32.4 million in the first nine months of 2018)
Operating Result: Euro 13.0 million (Euro 16.8 million in the first nine months of 2018)
Net Consolidated Profit: Euro 38.2 million (Euro 31.3 million in the first nine months of 2018)
Net Consolidated Profit adjusted to Euro 32.1 million (net of the non-recurring Euro 6.1 million deriving from the recognition of the K coefficient)
Net Financial Position: Euro 193.0 million, a worsening compared to 31st December 2018 (Euro 117.5 million). The increase is determined for Euro 56.6 million by the reclassification of the financial assets of the companies held for sale
The Ascopiave S.p.A. Board of Directors, which had a meeting chaired by Mr Nicola Cecconato today, acknowledged and approved Ascopiave Group's interim report as of 30th September 2019, drafted in compliance with the International Accounting Standards IAS/IFR.
Nicola Cecconato, Ascopiave's Chairman, commented: "The results achieved by the Group in the first nine months of the year are very positive. Subsequent to the conclusion of the agreement with Hera, which envisages the sale of Amgas Blu to Hera Comm and of the other sales companies of the Group to Estenergy, in compliance with the international accounting standard IFRS 5, the economic results, the assets and liabilities, of the natural gas and electricity sales sector were shown separately in a single line of the income statement and balance sheet respectively. The economic data shown for comparison purposes were reclassified in accordance with the standard. The operating results, mainly referred to the distribution activity, are negatively affected by the introduction of the new regulation on energy efficiency obligations and on the determination of the value of the white certificates recognised. In these first nine months, the Group had to record losses on the management of energy efficiency obligations, since the market prices of the certificates were above the cap set by the regulation, whereas last year, under the previous regulation, the Group had managed to achieve positive margins. The negative change recorded in the first nine months of the year, which amounts to Euro 4 million, should remain unchanged until the reporting date. Net of this effect, the operating results show an improvement, also thanks to the extension of the consolidation scope subsequent to the merger, effective since 1st July 2019, of Unigas Distribuzione.
The positive results of the sales activity, up Euro 9.6 million after taxes, were affected by the recognition of non-recurring income amounting to over Euro 8 million before taxes, connected to the recalculation of the so-called coefficient "K" as envisaged by a provision adopted by the Authority in 2019, whose effects were communicated by Cassa per i Servizi Energetici e Ambientali in July of this year."
On 17th June 2019, Ascopiave S.p.A. and Hera S.p.A. signed a binding term sheet governing the terms of a complex operation that includes, among other things, the sale of the investments held by the Ascopiave Group in Sinergie Italiane S.r.l. and in the companies Ascotrade, Ascopiave Energie, Blue Meta, Etra Energia and ASM Set, dealing with the sale of natural gas and electricity, to Estenergy S.p.A., a company in which Ascopiave S.p.A. currently holds a 49% stake and Hera Comm S.r.l. a 51% stake.
Upon the completion of the operation, the Hera Group will transfer to Estenergy S.p.A. its sales businesses in the Triveneto area and will take control of the company, while Ascopiave will hold a 48% minority stake in the same company, with a put option exercisable within the seventh year from closing the operation. Finally, the company Amgas Blu will be transferred by Ascopiave to the Hera Group.
Subsequent to this agreement, the Ascopiave Group recognises the assets attributable to the companies being sold as assets held for sale, in accordance with the international accounting standard IFRS 5.
Therefore, in the income statement for the first nine months of 2019, the results of the aforementioned assets are shown under the item "net profit from assets held for sale". In the balance sheet, the balance of the assets and liabilities is instead shown under the item "net balance from assets held for sale".
On 1st July 2019, Unigas Distribuzione Gas S.r.l. was merged through acquisition into Ascopiave S.p.A.. Subsequent to this operation, the company Unigas S.r.l. is no longer consolidated using the equity method,
but on a line-by-line basis. On the same date, Ascopiave S.p.A. transferred the merged unit to Edigas Distribuzione Gas S.p.A..
The Ascopiave Group closed the first nine months of 2019 with consolidated revenues amounting to Euro 90.0 million, compared to Euro 87.6 million recorded in the first nine months of 2018 (+2.8%). The increase in turnover is mainly due to the recognition of the revenues achieved by the distribution unit due to the extension of the scope of consolidation, and higher revenues from distribution services (Euro +0.1 million), and lower contributions for white certificates (Euro -1.9 million).
Gross operating margin in the first nine months of 2019 amounted to Euro 30.5 million, marking a decrease compared to Euro 32,4 million in the same period in the previous year (-6.1%).
The tariff revenues from distribution and metering, amounting to Euro 58.6 million, increased by Euro 3.6 million mainly because the company Unigas Distribuzione Gas S.r.l. is now consolidated on a line-by-line basis.
The margin achieved on energy efficiency certificates, on the other hand, decreased by Euro 4.0 million.
The change in the item "residual costs and revenues" negatively affected the gross operating margin (Euro - 3.3 million). Among the most remarkable variations, there were lower revenues (Euro -3.1 million compared to the first nine months of the previous year) only partially offset by lower costs for materials, services and other charges for Euro 0.2 million and lower staff costs for Euro 1.3 million.
The operating result in the first nine months of 2019 amounted to Euro 13.0 million, compared to Euro 16.8 million in the same period in the previous year (-22.2%).
The reduction recorded is mainly explained by the decrease in the gross operating margin and an increase in depreciation and amortisation (Euro -1.7 million).
The consolidated net profit amounted to Euro 38.2 million, an increase compared to Euro 31.3 million in the first nine months of 2018 (+22.3%). The increase is mainly attributable to the growth in the result achieved by the companies held for sale, which at the end of the first nine months of the year showed an improvement of Euro 9.6 million. As concerns the latter, the redetermination of the coefficient "K", as explained in detail below, led to a positive effect of Euro 6.1 million. Furthermore, the result of the sales business was influenced by the differential of the effects deriving from the so-called gas settlement, producing a change as against the period shown for comparison purposes of Euro 3.0 million, already net of the relevant tax effect.
The consolidation with the equity method of the jointly controlled companies generated income for Euro 0.6 million, compared to Euro 0.7 million in the first nine months of 2018.
Net financial expenses amounted to Euro 0.8 million, marking a decrease compared to the first nine months of the previous year of Euro 0.1 million.
Taxes recorded in the profit and loss account amounted to Euro 4.8 million, a decrease of Euro 1.0 million (- 17.1%) due to a lower taxable income.
The tax rate, calculated by normalising the pre-tax result of the companies consolidated with the equity method, increased from 36.3% to 39.1%.
The jointly controlled companies consolidated with the equity method, only including Unigas Distribuzione Gas S.r.l. until 1st July 2019 (effective date of the merger through acquisition) in the first half of 2019 achieved a consolidation pro-rata gross operating margin of Euro 1.5 million, a decrease of Euro 0.2 million compared to the same period in the previous year. Commencing that date, the operating results and financial position related to the activities managed by the company as a result of the described transaction are fully recognised by the company Edigas Distribuzione Gas S.p.A..
The volumes of gas distributed through the networks managed by the fully-consolidated companies were 713.4 million cubic metres, marking an increase of 2.1% compared to the same period in 2018. The pro-rata 42.6 million cubic metres distributed by Unigas Distribuzione S.r.l., consolidated with the equity method until 30th June 2019, must be added to these volumes.
The volumes of gas sold by the subsidiaries held for sale in the first nine months of 2019 amounted to 526.8 million cubic metres, marking a decrease of 1.7% compared to the same period in 2018. The jointly controlled companies sold 80.7 million cubic metres of gas pro rata in total, a decrease compared to the first nine months of 2018 (84.9 million cubic metres).
The volumes of electricity sold by the fully-consolidated companies in the first nine months of 2019 amounted to 344.6 GWh, thus showing an increase of 18.2%.
The companies consolidated with the equity method sold 56.5 GWh pro-rata in total, marking an increase of 17.7%.
Investments by the fully-consolidated companies in intangible and tangible fixed assets in the first nine months of 2019 amounted to Euro 21.7 million and mainly concerned the development, maintenance and upgrade of gas distribution networks and systems.
Specifically, investments in gas networks and systems amounted to Euro 13.3 million, of which Euro 4.9 million in connections, Euro 7.1 million in enlargements and upgrades of the network and Euro 1.3 million in maintenance, mainly relating to reduction and pre-heating systems. Investments in metres and adjusters amounted to Euro 6.5 million.
Investments by the equity-method consolidated companies in intangible and tangible fixed assets, only including Unigas Distribuzione Gas S.r.l. until 1st July 2019 (effective date of the merger through acquisition), in the first six months of 2019 amounted to Euro 0.4 million and they also related mainly to methane networks and plants.
The Group's net financial position as of 30th September 2019 amounted to Euro 193.0 million, an increase of Euro 75.5 million as compared to 31st December 2018.
The negative financial flow was determined mainly by the following operations:
On 28th January 2019, the Boards of Directors of Ascopiave S.p.A. (Ascopiave) and Unigas Distribuzione S.r.l. (Unigas) approved a business combination to be implemented by means of the merger through acquisition of Unigas into Ascopiave, immediately followed by the concentration in Edigas Esercizio Distribuzione Gas S.p.A. (Edigas) of Unigas's operating activities in the network segment.
Through the Combination Project, Ascopiave and Unigas pursue the objective of entrusting the activities they perform in the gas distribution sector in some areas of Lombardy to a single operator, thus further improving their positioning on the market and the quality standards of the service provided in the relevant territories.
The terms and conditions of the Merger are governed by a framework agreement signed between Ascopiave, Unigas and, limited to the assumption of certain commitments, Anita S.r.l., as the reference partner of Unigas. The Merger plan has been submitted for validation to the respective Shareholders' Meetings as well as Anita's Shareholders' Meeting.
The auditing firm Reconta Ernst & Young S.p.A. has been appointed by the Court of Venice as an expert for the purpose of expressing an opinion on the adequacy of the share exchange ratio, pursuant to art. 2501 sexies, Italian Civil Code. This opinion has been made available in accordance with the applicable legislation.
Ascopiave's Shareholders' Meeting, in extraordinary session, approved the project of the merger through acquisition of Unigas into Ascopiave S.p.A. (the "Merger") and, thereby, the Merger.
On 24th April 2019, Ascopiave announced that the Shareholders' Meeting of Unigas convened on 23rd April approved the project of the merger by incorporation of Unigas into Ascopiave. Therefore, the decisionmaking process related to the aforementioned merger was completed.
On 25th June 2019, subsequent to the approval of the operation by the Shareholders' Meetings of both companies, the deed of merger through acquisition of Unigas into Ascopiave was signed.
The share exchange ratio of 3.7788 Ascopiave shares with a nominal value of Euro 1.00 to each Unigas share with a nominal value of Euro 1.00 was confirmed, since the conditions for making an adjustment pursuant to the merger project were not met. The merger took effect on 1st July 2019.
Also on 25th June 2019, as part of the merger and with effect from the effective date of the latter, Ascopiave transferred to Edigas, a wholly owned subsidiary, the operating activities of Unigas in the networks sector.
The Merger was implemented through (i) cancellation of the shares representing 100% of Unigas's share capital on the date of execution of the Merger deed and (ii) transfer to Anita, in exchange for its stake in Unigas, of treasury shares of Ascopiave, without the need to proceed with an increase in the share capital of Ascopiave due to the swap.
Pursuant to art. 2501-quater, second paragraph, Italian Civil Code, for both companies the applicable balance sheet for the Merger is contained in the interim financial statements at 30th September 2018.
The share exchange ratio determined by the Boards of Directors of Ascopiave and Unigas, supported by their respective financial advisors, is 3.7788 treasury shares of Ascopiave to each Unigas share whose nominal value is Euro 1.00.
On the basis of the aforesaid exchange ratio, therefore, 7,149,505 Ascopiave treasury shares, equal to 3.05% of Ascopiave's share capital after the Merger, were transferred to Anita. As better described in the Merger plan, the aforesaid share exchange ratio could have been adjusted solely due to the effect of any payment, prior to the effective date of the Merger (i) of an ordinary dividend by Ascopiave and/or Unigas and/or (ii) an extraordinary dividend possibly resolved by Ascopiave's Shareholders' Meeting, as notified to the market on 8th June 2018, in order to allow the majority shareholder Asco Holding S.p.A. to pay the liquidation value to its shareholders who exercised their right of withdrawal, as they did not participate in the acceptance of the resolution for the approval of certain amendments to the articles of association adopted on 23rd July 2018.
"The Operation – said Nicola Cecconato, Ascopiave's Chairman – is a step forward in the consolidation process of the Ascopiave Group in the Natural Gas Distribution sector, consistent with the strategy to strengthen the Group's assets in the field of regulated activities. The consolidation of the activities currently managed by Unigas will enable us to improve the efficiency levels and the services provided in the relevant territories, by capitalising on the industrial expertise of the companies involved".
On 29th January 2019, the Regulatory Authority for Energy, Networks and the Environment published Resolution 32/2019/R/GAS implementing decision no. 4825/2016 of the Council of State for the cancellation of resolution ARG/GAS 89/10.
By Resolution 89/10, the Authority redetermined the value of the raw material component of the natural gas selling tariff by introducing the de-multiplication coefficient "K" which reduced the procurement costs recognised. On 2nd November 2017, with Resolution 737/2017/R/gas, published subsequent to decision no. 4825/2016 of the Council of State, the Authority determined nunc pro tunc the value of the raw material gas for the period October 2010 - September 2012 by updating the K value and bringing it to a higher amount. Such change consequently increases the raw material component recognised in the selling tariff applied to the quantities of natural gas used by the end customers under the "greater protection" scheme for the two-year period in question.
On 29th January 2019, by resolution 32/2019/R/GAS, the Authority illustrated how the sales companies are entitled to adopt the mechanism for recognising the amounts deriving from the redetermination of the coefficient described above. Specifically, companies could submit an application to Cassa per i Servizi Energetici Ambientali (CSEA) by the month of May 2019, accompanied by the documentation needed to recognise and obtain the amounts due. The applications filed, and the accompanying documentation submitted, were examined and verified for eligibility until 31st July 2019, when the CSEA announced the recognition amount to the sales companies of the Group, equal to Euro 8,178 thousand. The CSEA opened an account to which, commencing 1st April 2019, a specific distribution tariff component that will be charged to all customers whose annual consumption is less than 200,000 Scm will be credited. The amounts recognised will be paid in three sessions, the first in April 2020, the second in December 2020 and the third in December 2021.
The Shareholders' Meeting of Ascopiave S.p.A. ("Ascopiave" or the "Company") convened in ordinary and extraordinary session on 23rd April 2019, chaired by Mr Nicola Cecconato.
The Shareholders' Meeting, in ordinary session, approved the financial statements and acknowledged the Group's consolidated financial statements as of 31st December 2018 and resolved to distribute an ordinary dividend of Euro 0.125 per share.
The Shareholders' Meeting, in ordinary session, approved the Remuneration Policy, corresponding to Section I of the Remuneration Report compiled in accordance with art. 123-ter of the Unified Finance Law and 84 quater of Consob regulation dated 14th May 1999, no. 11971.
The Shareholders' Meeting of Ascopiave S.p.A., in ordinary session, approved a new Purchase and sale plan of treasury shares to replace the authorisation to purchase and sell treasury shares issued by the Shareholders' Meeting held on 26th April 2018, which is therefore to be deemed revoked as regards the non-executed part.
Upon the request of the Shareholder Asco Holding S.p.A., in ordinary session, the Shareholders' Meeting resolved to distribute an extraordinary dividend of Euro 0.2133 for each of the 222,178,966 outstanding shares, totalling Euro 47,390,773.40, to be withdrawn from the "Share premium reserve". Such extraordinary dividend was paid on 8th May 2019, with ex-dividend date on 6th May 2019 and record date on 7th May 2019.
Ascopiave's Shareholders' Meeting, in extraordinary session, approved the project of the merger through acquisition of Unigas Distribuzione S.r.l. ("Unigas") into Ascopiave S.p.A. (the "Merger") and, thereby, the Merger.
The Extraordinary Shareholders' Meeting also approved the amendment of art. 6 of Ascopiave's articles of association, adding paragraphs 6.6 to 6.18, in order to introduce the increased voting rights mechanism, pursuant to art. 127-quinquies of the Unified Finance Law.
Specifically, the increased voting rights mechanism will grant 2 voting rights for each Ascopiave share that has belonged to the same shareholder for a continuous period of at least 24 months from the registration in a special list, which will be established and stored by the Company at the registered office.
On 8th April 2019, with reference to the announcement dated 6th March 2019, Asco Holding S.p.A. ("Asco Holding" or the "Company") announced that, as regards the withdrawal procedure of the shareholders who did not participate in the approval of the Shareholders' Meeting resolution dated 23rd July 2018 concerning certain amendments to the articles of association, the period to exercise the right of pre-emption, whose offer was filed with the Company Register of Treviso and Belluno on 7th March 2019, for 28,279,062 shares for which the right of withdrawal was validly exercised and whose liquidation value determined by the Board was challenged, ended on 5th April 2019.
No shareholder of Asco Holding exercised the first option to buy. Should the Company receive communications of exercise of the first option sent within the deadline stated in the pre-emption offer notice, it will promptly notify it.
There were 41,945,221 withdrawal shares, equal to 29.96% of Asco Holding's share capital. The unit liquidation value to be paid by the Company will be equal to Euro 3.75 for the withdrawing shareholders who have not challenged the liquidation value and Euro 4.047 for the withdrawing shareholders who have challenged the liquidation value.
The withdrawal procedure will be completed, as soon as technically possible, subsequent to the possible approval by Ascopiave's Shareholders' Meeting convened on 23rd April 2019, on first call, and on 26th April 2019, on second call, of the distribution of an extraordinary dividend as suggested by Asco Holding and subject to payment of such dividend.
On 20th February 2019, Ascopiave S.p.A.'s Board of Directors, as announced to the market on 15th October 2018, approved the launch of the first stage of a process aimed at (i) enhancing its activities in the gas and electricity sales sector and (ii) strengthening and consolidating its presence in the gas distribution sector, in both cases also through one or more strategic partnerships. The expressions of interest and non-binding offers from the participants were received during this first stage.
On 17th June 2019, through the joint venture EstEnergy, the Hera Group and Ascopiave entered into a business partnership involving over 1 million customers, for a total value of Euro 864.5 million and an Ebitda of Euro 69 million. Subsequent to this operation, the Hera Group boasts more than 3 million energy customers. Ascopiave grows in the gas distribution sector with 188,000 new redelivery points, thus becoming the leading operator in northern-eastern Italy with 775,000 redelivery points managed and an added Ebitda of Euro 15.9 million. The Boards of Directors of Hera S.p.A. and Ascopiave S.p.A. approved the execution of a binding Term Sheet for the development of a primary business in northern-eastern Italy, which will involve over one million energy customers, as well as the reorganisation of the respective gas distribution activities. The Term Sheet, finalised in a framework agreement on 31st July 2019, defines the areas involved, the economic terms of the agreement, as well as the relevant governance details. The agreement reached is an important strategic step in the evolution of the business portfolios of the two Groups, consistent with the strategic development guidelines approved by the Boards of Directors of Hera S.p.A. and Ascopiave S.p.A. and communicated to the investors.
Specifically, the agreement involving the gas and electricity customer marketing area envisages the creation of a single operator for the respective sales activities in the regions of Veneto, Friuli-Venezia Giulia and Lombardy, through EstEnergy S.p.A., a company which is controlled jointly by Ascopiave S.p.A. and Hera Comm S.r.l., the sales company of the Hera Group. EstEnergy S.p.A. will see a substantial expansion of its activities in the aforementioned area, encompassing the sales business of the Ascopiave Group relating to the subsidiaries Ascotrade S.p.A., Ascopiave Energie S.p.A., Blue Meta S.p.A. and the joint ventures Asm Set S.r.l. (49%), Etra Energia S.r.l. (51%) and Sinergie Italiane S.r.l. in liquidation (30.94%) as well as the company Energia Base Trieste S.r.l. (92,000 contracts managed) and customers based in Veneto and Friuli of Hera Comm (96,000 gas contracts and 68,000 electricity contracts), thus giving rise to a primary operator rooted in northern-eastern Italy with a total portfolio of over 795,000 gas contracts and 265,000 electricity contracts as of 31st December 2018 considering also the pro-rata components of the joint ventures, totalling over 1 million contracts. The new partnership, which will be implemented through EstEnergy, when fully operational, will have a consolidated Ebitda of approximately Euro 69 million - based on 2018 and excluding the contribution of companies held with minority interests. The share capital of EstEnergy will be held for 52% by the Hera Group and 48% by Ascopiave. The parties agreed that the equity value of the new EstEnergy will amount to a total of Euro 864.5 million (Euro 797 million the corresponding enterprise value), with reference to 31st December 2018, and will be adjusted if needed, according to usual procedures, with respect to the closing date; this value is attributable for Euro 601 million (Euro 543 million the enterprise value) to Ascopiave's sales activities and for Euro 263 million to Hera Comm's activities.
As for the future governance, a Shareholders' Agreement will be signed introducing a Board of Directors for the new EstEnergy, composed of 5 members - 3 appointed by Hera, which will appoint the Managing Director, and 2 by Ascopiave, which will appoint the Chairman of the Board of Directors, as well as the Chairman of the Board of Auditors -, the usual protection clauses in favour of a minority shareholder, as well as, for a period of 7 years, a put option, exercisable annually, in favour of Ascopiave up to the entire investment held in EstEnergy S.p.A. and a call option in favour of Hera Comm in the event of a residual investment of Ascopiave S.p.A. in EstEnergy S.p.A. which is less than or equal to 5% of the company's share capital. Specifically, the put option on the minority stake of EstEnergy may be exercised, in whole or in part, up to the seventh year from the closing, and at an exercise price equal to the higher of (i) the fair market value of the investment calculated at the exercise date and (ii) the value of the investment adjusted by an annual
interest of 4% net of the portion of dividends received and in any case not less than the value of the investment itself.
Furthermore, as part of the overall reorganisation of the gas and electricity customer marketing area, Amgas Blu, a sales company wholly owned by Ascopiave, active in the province of Foggia with approximately 50,000 customers, will be acquired directly by Hera Comm at a price of around Euro 44 million, including the financial position, again with reference to 31st December 2018.
At the closing date, Ascopiave will acquire a stake of approximately 3% in Hera Comm, obtaining the right to appoint a director within the company's Board of Directors. This stake as well envisages a mechanism in favour of Ascopiave for the sale of the investment held in Hera Comm, to be exercised in the same 7-year period.
The reorganisation of the gas distribution activities involves, on the other hand, the purchase by Ascopiave from the Hera Group of a perimeter of concessions comprising 188,000 redelivery points located in Veneto and Friuli-Venezia Giulia at an investment value of Euro 171 million and a pro forma Ebitda of Euro 15.9 million, both referred to 31st December 2018. Through this operation, the Ascopiave Group will manage approximately 775,000 users and over 12,000 km of network, thus becoming the first operator in the Triveneto region in terms of size and consolidating its position in the national ranking.
With this operation, Ascopiave implements its strategic repositioning plan, entering into an agreement on the commercial areas with a leading player and strengthening its presence in the core business of gas distribution.
The Hera Group, in turn, through the agreements with Ascopiave, achieves in advance the target of 3 million customers in the energy sales activities (3.2 million referred to 31st December 2018) set out in the 2022 business plan and accelerates the growth process in these activities that, in the last 10 years, has allowed the Group to double its energy customer base, through organic growth and M&A.
On 31st July 2019, the Boards of Directors of Hera S.p.A. and Ascopiave S.p.A. approved the execution of the framework agreement that will initiate the commercial partnership through the joint venture Estenergy.
The operation will be subject to the usual conditions applicable to this type of procedure and all notices and approvals by the competent authorities and bodies, as well as, as regards only the stakes involved, the nonexercise of the right of pre-emption and the approval by the other shareholders in the case of investments held by Ascopiave S.p.A. in the joint ventures ASM Set S.r.l., Etra Energia S.r.l. and Sinergie Italiane S.r.l. in liquidation.
The parties expect to complete the operation by 31st December 2019.
Ascopiave announces the purchase on the electronic share market, in compliance with the authorisation to purchase treasury shares resolved by the Shareholders' Meeting held on 26th April 2018, in the period between 1st April 2019 and 30th September 2019, of 4,341,550 ordinary shares at the average unit price of Euro 3.792, for a total value of Euro 16,463,350.62. As a result of the purchases made, Ascopiave held 8,919,654 treasury shares, equal to 3.805% of the share capital, for the value indicated above.
On 9th August 2019, the Parent Company took out a 5-year medium-term loan with BNL, for an amount of Euro 30,000 thousand, at a variable rate with repayment on principal through constant half-yearly instalments, and simultaneously signed an Interest Rate Swap agreement with the same bank, in order to eliminate the risk associated with the fluctuation of the interest rate.
On 27th September 2019, the Parent Company took out a 5-year medium-term loan with Crédit Agricole for an amount of Euro 30,000 thousand, at a variable rate with repayment on principal through constant halfyearly instalments, and simultaneously signed an Interest Rate Swap agreement with the same bank, in order to eliminate the risk associated with the fluctuation of the interest rate. The loan was granted on 1st October 2019.
Ascopiave announces the purchase on the electronic share market, in compliance with the authorisation to purchase treasury shares resolved by the Shareholders' Meeting held on 26th April 2018, in the period between 1st October 2019 and 4th November 2019, of 540,951 ordinary shares at the average unit price of Euro 4.139, for a total value of Euro 2,238,888.06.
As a result of the purchases made, Ascopiave holds 9,457,105 ordinary shares, equal to 4.034% of the share capital.
As far as the gas distribution activities are concerned, in 2019 the Group will continue its normal operations and service management and perform preparatory activities for the invitations to tender. The activity perimeter of the Group will likely not change compared to today, even if we assume the possibility of winning the tender for the assignment of the natural gas distribution service in the Minimum Territorial Area of Belluno, provided that the winner is selected by the end of 2019. Indeed, the transfer of the management of the plants from the previous operators is believed to require a considerable period of time; therefore, according to reasonable estimates, such a process could be completed after 31st December 2019.
As regards the economic results, the tariff adjustment for the year 2019 is completely defined and should ensure revenues substantially in line with those of 2018.
As concerns the energy efficiency obligations, it is plausible that the economic margin that will be achieved in 2019 marks a decrease as compared to that recorded in 2017 and 2018, due to regulatory changes that took effect in the third quarter of 2018. These changes have significantly altered the price of the energy efficiency certificates as well as the maximum value of the contribution granted.
As far as gas sale is concerned, assuming normal weather conditions, and net of the non-recurring positive results due to the recognition of the effects of the redetermination of the k coefficient, trade margins could decrease compared to 2018, despite the cessation of the non-recurring overall negative impact on profit and loss due to the application of the gas settlement regulation for the years 2013-2017 recorded in 2018, because of the competitive pressure in the retail market. As regards electricity sales, the fiscal year 2019 could record higher results as compared to 2018.
However, these results could be influenced, in addition to the possible new tariff provisions by the Regulatory Authority for Energy, Networks and the Environment – currently unforeseeable – also by the evolution of the more general competitive context, as well as by the Group's procurement strategy.
The actual results of 2019 could differ from those announced depending on various factors amongst which: the evolution of supply and demand and gas and electricity prices, the actual operational performance, the general macroeconomic conditions, the impact of regulations in the energy and environmental fields, success in the development and application of new technologies, the changes in stakeholder expectations and other changes in business conditions.
Gas consumption undergoes a considerable amount of variations on a seasonal basis, with a greater demand in winter in relation to higher consumptions for heating. This seasonality influences the trend of revenues from gas sales and of procurement costs, while other operating costs are fixed and incurred by the Group in a uniform manner throughout the year. This peculiarity of the business also affects the performance of the Group's net financial position, as the invoicing cycles of accounts receivable and payable are not aligned and also depend on the volumes of gas sold and purchased during the year. Therefore, the data and the information contained in the interim financial statements do not allow for immediate indications to be drawn regarding the overall performance for the year.
The manager in charge of preparing the company accounting documents, Mr Riccardo Paggiaro, hereby states, under the terms of paragraph 2, article 154 bis, Unified Finance Law, that the accounting information note contained in this press release corresponds to the official documents, accounting books and records.
The Interim Management Report for the period ended 30th September 2019 has been made available to the public at the registered office and at the stock management company Borsa Italiana (Italian Stock Exchange), stored in the "eMarket SDIR-eMarket Storage" system provided by Spafid Connect S.p.A. and published on the website www.gruppoascopiave.it within the time prescribed by law.
Consolidated financial statements not subject to limited audit.
The Ascopiave Group operates in the natural gas sector, mainly in the segments of distribution and sale to end users. Thanks to its broad customer base and the quantity of gas sold, Ascopiave is currently one of the main operators in the industry at a national level.
The Group owns concessions and direct assignments for the management of distribution activities in over 228 Towns, supplying the service to a market segment of 1.5 million inhabitants, through a distribution network which spreads over 10,000 kilometres. The sale of natural gas is performed through different companies, some under joint control. Overall, in 2018, the companies of the Group sold over 1 billion cubic metres of gas to end users.
Ascopiave has been listed under the Star segment of Borsa Italiana since 12th December 2006.
Contact: Community Group Ascopiave Giuliano Pasini Tel. +39 0438 / 980098 Auro Palomba Roberto Zava - Media Relator Tel. +39 0422 / 416111 Mob. +39 335 / 1852403
Mob. +39 335 / 6085019 Giacomo Bignucolo – Investor Relator Mob. +39 335 / 1311193
Pieve di Soligo, 11th November 2019
Ascopiave Group
30th September 2019
| (Thousands of Euro) | 30.09.2019 | 31.12.2018 |
|---|---|---|
| ASSETS | ||
| Non-current assets | ||
| Goodwill | 33,764 | 80,758 |
| Other intangible assets | 397,516 | 351,878 |
| Tangible assets | 35,084 | 32,724 |
| Shareholdings | 2 | 68,357 |
| Other non-current assets | 2,782 | 12,044 |
| Non current financial assets | 2,765 | 1,122 |
| Advance tax receivables | 12,676 | 11,358 |
| Non-current assets | 484,589 | 558,240 |
| Current assets | ||
| Inventories | 7,123 | 6,020 |
| Trade receivables | 20,492 | 166,947 |
| Other current assets | 51,960 | 45,062 |
| Current financial assets | 623 | 981 |
| Tax receivables | 1,405 | 1,508 |
| Cash and cash equivalents | 82,800 | 66,650 |
| Current assets from derivative financial instruments | 0 | 123 |
| Current assets | 164,402 | 287,291 |
| Non-current assets disposal of assets | 260,242 | 0 |
| ASSETS | 909,233 | 845,530 |
| Net equity and liabilities | ||
| Total Net equity | ||
| Share capital | 234,412 | 234,412 |
| Own shares | 20,861 | 16,981 |
| Reserves | 203,315 | 226,136 |
| Net equity of the Group | 416,865 | 443,567 |
| Net equity of Others | 4,456 | 4,303 |
| Total Net equity | 421,321 | 447,869 |
| Non-current liabilities | ||
| Provisions for risks and charges | 1,428 | 3,901 |
| Severance indemnity | 3,297 | 4,807 |
| Medium- and long-term bank loans | 71,654 | 55,111 |
| Other non-current liabilities | 19,914 | 28,003 |
| Non-current financial liabilities | 558 | 0 |
| Deferred tax payables | 12,610 | 14,534 |
| Passività non correnti | 109,460 | 106,356 |
| Current liabilities | ||
| Payables due to banks and financing institutions | 170,771 | 131,044 |
| Trade payables | 41,893 | 131,185 |
| Tax payables | 2,485 | 207 |
| Other current liabilities | 16,712 | 27,539 |
| Current financial liabilities | 36,233 | 115 |
| Current liabilities from derivative financial instruments | 395 | 1,216 |
| Current liabilities | 268,489 | 291,305 |
| Passività non correnti destinate alla dismissione | 109,963 | 0 |
| Liabilities | 487,912 | 397,661 |
| Net equity and liabilities | 909,233 | 845,530 |
| Firts nine months | ||
|---|---|---|
| (Thousands of Euro) | 2019 | 2018 |
| Revenues | 90,017 | 87,592 |
| Total operating costs | 59,557 | 55,148 |
| Purchase costs for other raw materials | 1,712 | 1,566 |
| Costs for services | 23,831 | 21,986 |
| Costs for personnel | 10,979 | 12,278 |
| Other management costs | 24,477 | 19,618 |
| Other income | 1,443 | 300 |
| Amortization and depreciation | 17,412 | 15,666 |
| Operating result | 13,048 | 16,778 |
| Financial income | 107 | 82 |
| Financial charges | 878 | 927 |
| Evaluation of subsidiary companies with the net equity method | 648 | 671 |
| Earnings before tax | 12,926 | 16,604 |
| Taxes for the period | 4,797 | 5,787 |
| Result of the period | 8,129 | 10,818 |
| Net result from transer/disposal of assets | 30,109 | 20,461 |
| Net result for the period | 38,238 | 31,278 |
| Group's Net Result | 36,415 | 29,971 |
| Third parties Net Result | 1,823 | 1,308 |
| Consolidated statement of comprehensive income | ||
| 1. Components that can be reclassified to the income statement | ||
| Fair value of derivatives, changes in the period net of tax | (395) | (0) |
| Fair value of derivatives, changes in the period net of tax of the companies held for sale |
785 | (1,163) |
| 2. Components that can not be reclassified to the income statement | ||
| Actuarial (losses)/gains from remeasurement on defined-benefit obligations net of tax |
308 | 32 |
| Actuarial (losses)/gains from remeasurement on defined-benefit obligations net of tax of the companies held for sale |
77 | 21 |
| Total comprehensive income | 39,014 | 30,169 |
| Group's overall net result | 37,100 | 29,053 |
| Third parties' overall net result | 1,914 | 1,115 |
| Base income per share | 0.164 | 0.135 |
| Diluted net income per share | 0.164 | 0.135 |
| Share capital |
Legal reserve |
Own shares |
Reserves IAS 19 actuarial differences |
Other reserves |
Net result for the period |
Group's net equity |
Net result and net equity of others |
Total net equity |
|
|---|---|---|---|---|---|---|---|---|---|
| (Thousands of Euro) | |||||||||
| Balance as of 1st January 2019 | 234,412 | 46,882 | (16,981) | (35) | 134,664 | 44,625 | 443,567 | 4,303 | 447,869 |
| Result for the period | 36,415 | 36,415 | 1,823 | 38,238 | |||||
| of which: | |||||||||
| Result of continuing operations | 8,129 | 8,129 | (0) | 8,129 | |||||
| Result of discontinuing operations | 28,286 | 28,286 | 1,823 | 30,109 | |||||
| Other operations | 299 | 299 | 92 | 391 | |||||
| of which: | |||||||||
| Other movements of continuing operations | (395) | (395) | 0 | (395) | |||||
| Other movements of discontinuing operations | 694 | 694 | 92 | 785 | |||||
| Severance indemnity IAS 19 discounting of the financial year of which: |
386 | 386 | 385 | ||||||
| Discounting of continuing operations | 308 | 308 | 308 | ||||||
| Discounting of discontinuing operations | 77 | 77 | 77 | ||||||
| Total result of overall income statement | 386 | 299 | 36,415 | 37,099 | 1,914 | 39,014 | |||
| Allocation of 2018 result | 44,625 | (44,625) | (0) | ||||||
| Dividends distributed to Ascopiave S.p.A. shareholders | (75,163) | (75,163) | (75,163) | ||||||
| Dividends distributed to minorities of discontinuing operations | (1,761) | (1,761) | |||||||
| Other movements of discontinuing operations | 33 | 33 | 33 | ||||||
| Purchase of own shares | (16,463) | (16,463) | (16,463) | ||||||
| Business aggregations | 12,583 | (377) | 15,586 | 27,793 | 27,793 | ||||
| Balance as of 30th September 2019 | 234,412 | 46,882 | (20,861) | (26) | 120,044 | 36,415 | 416,866 | 4,456 | 421,321 |
| Share capital |
Legal reserve |
Own shares |
Reserves IAS 19 actuarial differences |
Other reserves |
Net result for the period |
Group's net equity |
Net result and net equity of others |
Total net equity |
|
|---|---|---|---|---|---|---|---|---|---|
| (Thousands of Euro) | |||||||||
| Balance as of 1st January 2018 | 234,412 | 46,882 | (17,521) | (46) | 134,649 | 47,135 | 445,511 | 4,989 | 450,500 |
| Result for the period | 29,971 | 29,971 | 1,308 | 31,278 | |||||
| of which: | |||||||||
| Result of continuing operations | 10,818 | 10,818 | (0) | 10,818 | |||||
| Result of discontinuing operations | 19,153 | 19,153 | 1,308 | 20,461 | |||||
| Other operations of which: |
(1,333) | (1,333) | (155) | (1,488) | |||||
| Other movements of discontinuing operations | (1,333) | (1,333) | (155) | (1,163) | |||||
| Severance indemnity IAS 19 discounting of the financial year of which: |
91 | 91 | (38) | 54 | |||||
| Discounting of continuing operations | 32 | 32 | (0) | 32 | |||||
| Discounting of discontinuing operations | 59 | 59 | (38) | 21 | |||||
| Total result of overall income statement | 91 | (1,333) | 29,971 | 28,729 | 1,115 | 29,844 | |||
| Allocation of 2017 result | 47,135 | (47,135) | (0) | (0) | |||||
| Dividends distributed to Ascopiave S.p.A. shareholders | (40,016) | (40,016) | (40,016) | ||||||
| Dividends distributed to minorities of discontinuing operations | (0) | (2,054) | (2,054) | ||||||
| Other movements of discontinuing operations | (745) | (745) | (745) | ||||||
| Purchase of own shares | 540 | (926) | (385) | (385) | |||||
| Business aggregations | (3,545) | (3,545) | (233) | (3,778) | |||||
| Balance as of 30th September 2018 | 234,412 | 46,882 | (16,981) | 46 | 135,219 | 29,971 | 429,548 | 3,817 | 433,365 |
| (Thousands of Euro) 2019 2018 Net income of the Group 8,129 10,818 Cash flows generated (used) by operating activities Adjustments to reconcile net income to net cash Third-parties operating result 1,823 1,308 Companies held for sale operating result 28,286 19,153 Amortization 17,412 15,666 Variations in severance indemnity 38 56 Current assets / liabilities on financial instruments and forward purchasee and sales 395 0 Net variation of other funds 71 (1,629) Evaluation of subsidiaries with the net equity method (648) (671) Depreciation of fixed assets (1,247) 0 Interests paid (971) (937) Taxes paid (888) (7,769) Interest expense for the period 828 911 Taxes for the period 4,797 5,787 Variations in assets and liabilities Inventories (3,170) (2,284) Accounts payable 12,599 1,629 Other current assets (7,837) (1,556) Financial assets corrrent and non-corrent (209) 0 Trade payables 5,700 3,339 Other current liabilities (57) (10,210) Other non-current assets 2,768 1,682 Other non-current liabilities 1,832 3,921 Operating flows from discontinued assets / liabilities 16,108 48,610 Total adjustments and variations 77,629 77,006 Cash flows generated (used) by operating activities 85,758 87,823 Cash flows generated (used) by investments Investments in intangible assets (19,127) (15,744) Realisable value of intangible assets 457 499 Investments in tangible assets (1,581) (1,072) Realisable value of tangible assets 0 8 Investment flows for business aggregations (11,546) 0 Investment flows from discontinued assets / liabilities (105) (3,915) Cash flows generated/(used) by investments (31,902) (9,045) Cash flows generated (used) by financial activities Net changes in debts due to other financers 558 0 Net changes in short-term bank borrowings (2,332) (4,000) Net variation in current financial assets and liabilities 15,553 (216) Purchase of own shares (3,880) 540 Ignitions loans and mortgages 292,000 150,000 Redemptions loans and mortgages (229,000) (132,166) Disbursements relating to rights of use (356) 0 Dividends distributed to Ascopiave S.p.A. shareholders' (75,163) (40,016) Dividends distributed to other shareholders (1,761) (2,054) Dividends distribuited from subsidiary companies 2,311 684 Cash flows from discontinued assets / liabilities (35,636) 6,427 Cash flows generated (used) by financial activities (37,706) (36,711) Variations in cash 16,150 46,800 Cash and cash equivalents at the beginning of the period 59,353 10,928 Cash and cash equivalents at the beginning of the period of the Companies held for 7,297 4,673 sale Cash and cash equivalents at the end of the period 82,800 62,400 |
Firts nine month | |
|---|---|---|
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