SlideShare uma empresa Scribd logo
1 de 36
Baixar para ler offline
Debt Investor Presentation 
July 2014
2 
Disclaimer 
 This presentation has been prepared by and is the sole responsibility of 2i Rete Gas S.p.A. (the “Company” or “2iRG”). As used herein, “Presentation” means this document, any oral presentation, the question and 
answer session and any written or oral material discussed or distributed during the presentation. The Presentation comprises written material/slides which provide information already available to the public on the 
Company, its Holdcos and its subsidiaries (together, the “Group”). The information contained in this Presentation has not been verified, approved or endorsed by or independently verified by any independent third 
party. Save where otherwise indicated, the Company is the source of the content of this Presentation. Care has been taken to ensure that the facts stated in this Presentation are accurate, and that the opinions 
expressed are fair and reasonable. However, no representation or warranty, express or implied, is made or given by or on behalf of the Group, or the management or employees of Company, or any other person as 
to the accuracy, completeness or fairness of the information or opinions contained in this document or any other material discussed at the Presentation. None of the Company nor any of its subsidiaries nor any other 
person accepts any liability whatsoever for any loss howsoever arising from any use of this Presentation or its contents or otherwise arising in connection therewith. 
 This Presentation is not intended for potential investors and does not constitute, or form part of, any offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of, or any solicitation of any offer to 
underwrite, subscribe for or otherwise acquire or dispose of, any debt or other securities of the Company, Holdcos or any of its subsidiaries (“securities”) and is not intended to provide the basis for any credit or any 
other third party evaluation of securities nor shall it or any part of it or the fact of its distribution form the basis of, or be relied on in connection with, any contract or commitment whatsoever. If any such offer or 
invitation is made, it will be done so pursuant to separate and distinct documentation in the form of a prospectus, or a translation of the prospectus into English language (a “prospectus”) and any decision to purchase 
or subscribe for any securities pursuant to such offer or invitation should be made solely on the basis of such prospectus and not this Presentation. 
 The information and opinions contained in this Presentation are provided as at the date of this presentation and are subject to change without notice. 
 This Presentation is not an offer of securities for sale in the United States or any other jurisdiction. Neither this Presentation nor any part or copy of it may be taken or transmitted into the United States or distributed, 
directly or indirectly, in the United States as that term is defined in the U.S. Securities Act of 1933, as amended (the “Securities Act”). Neither this Presentation nor any part or copy of it may be taken or transmitted 
into Australia, Canada or Japan, or distributed directly or indirectly in Canada or distributed or redistributed in Japan or to any resident thereof. Any failure to comply with this restriction may constitute a violation of 
U.S., Australian, Canadian or Japanese securities laws. The distribution of this Presentation in other jurisdictions may be restricted by law and persons into whose possession this Presentation comes should inform 
themselves about, and observe, any such restrictions. The Company’s securities have not been and will not be registered under the Securities Act and may not be offered or sold in the United States except pursuant 
to an exemption from, or transaction not subject to, the registration requirements of the Securities Act. 
 This Presentation includes certain forward looking statements, projections, objectives and estimates reflecting the current views of the management of the Company with respect to future events. Forward looking 
statements, projections, objectives, estimates and forecasts are generally identifiable by the use of the words “may”, “will”, “should”, “plan”, “expect”, “anticipate”, “estimate”, “believe”, “intend”, “project”, “goal” or 
“target” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements include, but are not limited to, all statements other than statements of historical 
facts, including, without limitation those regarding the Group's future financial position and results of operations, strategy, plans, objectives, goals and targets and future developments in the markets where the 
Group participates or is seeking to participate. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward -looking statements as a prediction of actual results. The 
Company's ability to achieve its projected objectives or results is dependent on many factors which are outside management's control. Actual results may differ materially from (and be more negative than) those 
projected or implied in the forward-looking statements. Such forward-looking information involves risks and uncertainties that could significantly affect expected results and is based on certain key assumptions. 
 All forward-looking statements included herein are based on information available to the Company as of the date hereof. The Company undertakes no obligation to update publicly or revise any forward-looking 
statement, whether as a result of new information, future events or otherwise, except as may be required by applicable law. All subsequent written and oral forward-looking statements attributable to the Company or 
persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. 
 This Presentation is strictly confidential and is being provided to you solely for your information and may not be reproduced, further distributed to any other person or published, in whole or in part, for any purpose 
without the prior written consent of the Company. By attending this Presentation you agree to be bound by the foregoing limitations and represent that you are a person who is permitted to receive information of the 
kind contained in this Presentation. Furthermore, by attending this Presentation you represent being aware of all requirements and limitations provided by applicable securities laws and regulations regarding the 
distribution and dissemination of information or investment recommendations and you undertake not to breach any of such provisions. None of the Company, or any of their respective affiliates, members, directors, 
officers or employees nor any other person accepts any liability whatsoever for any loss howsoever arising from any use of this Presentation or its contents or otherwise arising in connection therewith, including any 
liability deriving from the breach by you of your duty to confidentiality. 
 This Presentation is exempt from the general restriction (in section 21 of Financial Services and Markets Act 2000) on the communication of invitations or inducements to engage in investment activity pursuant to the 
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the FPO) on the grounds that it is intended for distribution in the United Kingdom only to persons who (i) are qualified investors (within 
the meaning of the Prospectus Directive 2003/71/EC) and (ii) who have professional experience in matters relating to investments who fall within the definition of investment professionals in Article 19(5) of the FPO 
and/or to high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2)(a) to (d) of the FPO or to those persons to whom it may 
otherwise be lawfully communicated (in each case referred to as Relevant Persons). The information contained in this Presentation is not intended to be viewed by, or distributed or passed on (directly or indirectly) 
to, and should not be acted upon by any class of persons other than Relevant Persons. It is a condition of your receiving this Presentation that you represent and warrant to the Company that (i) you are a Relevant 
Person; and (ii) you have read and agree to comply with the contents of this notice. In the event that a person who is not a Relevant Person receives this Presentation, such person should not act or rely on this 
Presentation. Neither the Company, not any other member of the Group or affiliates, nor any adviser or person acting on their behalf shall (without prejudice to any liability for fraudulent misrepresentation) have any 
liability whatsoever for loss however arising, directly or indirectly, from the use of information or opinions communicated in relation to this Presentation.
3 
Table of Contents 
1. INTRODUCTION 
2. CREDIT HIGHLIGHTS 
3. FINAL REMARKS 
4. APPENDIX
Introduction
5 
Today’s Speakers 
 [Foto] 
Antonio Pettini 
Chief Financial Officer 
 In 2iRG since 2009 
 12 years of experience in the sector 
 Previous experience 
 CFO of Italcogim Energie GdF 
Suez group 
 British Gas 
 Marconi Communications 
[Foto] 
Gianclaudio Neri 
Chief Executive Officer 
 In 2iRG since 2009 
 5 years of experience in the sector 
 Previous experience 
 CEO and COO of Rodriquez 
Cantieri Navali – Intermarine 
S.p.A 
 COO of Piaggio 
 CEO and COO of COS- Gruppo 
ALMAVIVA 
 Operating Director of Telecom 
Italia Mobile and Managing 
Director of a Business Unit 
(“Private Clients Telecom”) 
Gianni Rossetto 
Head of Regulatory Affairs 
 In 2iRG since 2003 
 21 years of experience in the sector 
 Previous experience 
 “Head of Tender Offers and 
Concessions” division and 
responsible for the regulatory 
relationships management with 
AEEGSI 
 Enel Distribuzione Gas 
 So.Ge.Gas S.p.A. 
 Camuzzi Gazometri
6 
2iRG at a Glance 
2iRG is the #2 player in the Italian gas distribution market 
 2iRG is an independent gas distribution operator in Italy, 
with a widespread and geographically diversified network of 
concessions over the whole Italian territory 
 In 2013, 2iRG generated €846m revenues (including €116m for 
IFRIC 12 effect) and €383m EBITDA 
 2IRG is controlled by infrastructure funds managed or advised 
by: 
 F2i, an institutional long term investor 
 ARDIAN, a premium independent private investment company 
 Both F2i and ARDIAN are long term financial investors with a 
strong industrial approach to foster business development and 
qualify clearly as “strategic investors” 
Current Group Structure 
F2i I Finavias 
75.0% 25.0% 
FRI 
85.104%(2) 
F2i II Axa I. H.(1) 
55.0% 45.0% 
FRI 2 
14.802%(2) 
Main Operating Data(4) 
Regional presence (#) 18 
ATEM presence (#) 137(5) 
Re-delivery points (“rdp) (m) 3.8 
Distributed volumes (bcm) 5.9 
Municipalities under management (#) 1,961 
Employees (#) 2,042 
Net Invested Capital (€ bn) 2.5 
Grid extension ('000 km) 57 
Gross capex (€ m) 136 
The Group(3) 
2iRG Corporate History 
2000 
Enel Rete 
Gas (today 
2iRG) 
entered the 
gas 
distribution 
business 
2009 2011 2013 
80% of 2iRG 
acquired from 
Enel 
In December, 
Enel minority in 
2iRG bought 
out through 
FRI2 
 Acquisition 
E.On Italia 
distribution 
gas and G6 
Rete Gas 
~2.2m 
~1.6m 
Clients growth 
~3.8m 
Source: Company data. Note: (1) AXA Infrastructure Holding; (2) 0.094% Minorities and treasury shares; (3) The Group including subsidiaries GP Gas S.r.l., Italcogim Velino S.r.l. (in liquidation) and Italcogim Trasporto S.r.l.; (4) 2013 data; (5) Out of 177 
“multi-municipality areas” (Ambiti Territoriali Minimi or “ATEMs”),indicated by the Ministry of Economic Development (“MED”)
Credit Highlights
8 
Credit Highlights 
2# largest gas distribution operator in Italy and well positioned 
to drive further market consolidation 
1 
Stable and supportive regulatory framework with no volume exposure 
2 
Predictable financial performance and strong liquidity 
3 
Experienced management team with a strong track record of business 
integration 
4
9 
2# largest gas distribution operator in Italy and well positioned 
to drive further market consolidation 
1 
Stable and supportive regulatory framework with no volume exposure 
2 
Predictable financial performance and strong liquidity 
3 
Experienced management team with a strong track record of business 
integration 
4
10 
Overview of Italian Gas Market 
Liberalized market with an independent regulatory Authority 
1 
Upstream Midstream Downstream 
Storage 
Transport (national 
and regional) 
Distribution 
Retail sales and 
small/medium 
industries 
Import 
62.0 Capacity: 15.6 70.1 34.4 
Production 
Industrial users Power stations 
Data in bcm 
(2013) 
Regulatory 
Authority 
Players 
Market 
structure 
•Eni, Edison, Enel and 
others 
•Snam (Stogit), Edison •Snam (Snam Rete 
Gas), SGI 
•Snam (Italgas), 2iRG, 
Hera, A2A and others 
•ENI, Enel ,Edison and 
others 
Concentrated market with opportunistic competition Fragmented market 
with accelerated 
consolidation 
Market dominated by 
few players 
Value chain 
• Authority for Electricity, Gas and Water (“AEEGSI”) 
•Tariffs; Access conditions and Quality of service and safety 
7.7 14.5 21.2 
Source: MED and Company Data 
34.4
Gas Consumption in EU (Data in Bcm, 2013) – Top Six Countries 
11 
Italy is the 3rd Largest Gas Market in Europe… 
One of the largest gas markets with low infrastructure costs 
 With a total natural gas consumption of 70.1 bcm, Italy is the third 
largest European market after Germany and UK 
 The relative weight of infrastructure costs, as part of the Italian gas 
price composition, is the lowest across the main European 
countries (15%) 
 In particular, the impact of the distribution infrastructure on the 
end users’ price is very limited (12% in total, including system 
charges) 
1 
88.5 
79.2 
70.1 
46.1 
40.3 
30.9 
Germany UK Italy France The 
Netherlands 
Spain 
Natural Gas Price Analysis – European Comparison 
Data in € cents/cm 
91.84 83.94 75.22 69.63 67.97 58.14 
1.56 
0.84 3.01 
30.93 13.43 
14.01 
19.31 
0.70 
14.29 10.44 
15.80 18.80 
2.45 
6.39 
16.31 2.91 
12.51 12.21 
45.34 50.36 42.12 39.69 36.70 36.63 
Italy Spain Belgium France Germany UK 
Breakdown of Natural Gas Price in Italy 
1.2% 
10.4% 
Storage 
3.9% 
Raw material and commercial Infrastructure Tax System charges Raw material Infrastructure Tax System charges Commercial- 
Retail 
Commercial- 
Wholesale 
3.7% 
Infrastructure 
Distribution 
Transport 
15.3% 
41.5% 
3.9% 
33.7% 
1.7% 
Source: Company data and Elaboration of AEEGSI Annual report 2013
12 
…With a Still Fragmented Gas Distribution 
Market… 
 Main players within the Italian markets are: (i) large Italian energy 
and utility players, (ii) local utilities; (iii) small operators controlled 
by local municipalities and (iv) private companies 
 Over the last few years, the market has experienced a 
consolidation wave that reduced the number of distributors (from 
780 in 2000 to 229 in 2013) 
 Although the number of players remains sizeable, the market is 
increasingly concentrated: the 35 “very large” and “large” players 
control 83% of the market in terms of volumes distributed 
 Legislative framework in place to achieve further consolidation with 
the creation of 177 ATEMs 
Italgas 50% 
2iRG50% 
Hera50% 
IREN50% 
A2A50% 
Ascopiave50% 
Toscana Energia50% 
1st distributor  50% 
Other distributors 50% 
No gas area 
Size Pdr (#) Distributors (#) 
Volumes 
Distributed 
Very large  500 k 8 (5 groups) 57% 
Large  500k ;  100k 27 26% 
Medium  100k ;  50k 19 6% 
Small  50k ;  5k 112 10% 
Very small  5k 63 1% 
Source: AEEGSI, MED and Snam Rete Gas data 
Note: (1) Based on 177 ATEMs 
A consolidation process is under way where size is a key factor 
Geographical Split and Distributors’ Clusters(1) 
Evolution of # Distributors (2000-2013) 
1 
-71% 
? 
780 
716 693 
560 
480 
430 
360 338 
295 
259 246 239 236 229 
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2019
13 
2iRG is well positioned to grow in the Italian market thanks to the upcoming tender process 
Market Shares by Rdp(1) (2013) 
0.5 
0.4 
1.4 
1.2 
9 
8 
7 
6 
5 
4 
3 
2 
Market Shares by Network Length(1) (2013) 
Presence in 137 
ATEMs 
Market share 
25-50% 
 2iRG is the 2nd largest gas distribution operator in Italy 
 Distribution network consisting of approx. 57,000km 
 Distributing approx 5.9bcm of gas in 2013 
 3.8m customers across 1,961 municipalities 
Mkt share% 
23% 
22% 
6% 
3% 
3% 
3% 
2% 
2% 
35% 
In ‘000 km 
Others 
Mkt share% 
17% 
6% 
5% 
4% 
2% 
2% 
1% 
35% 
In m 
Others 
8.2 
7.5 
6.6 
6.2 
57.1 
9 
8 
7 
6 
5 
4 
3 
2 
Source: Company data and AEEGSI 
Note: (1) Italgas data includes 100% Napoletana Gas, 49% AES, and 48% Toscana Energia; Hera includes 100% Acegas-APS; IREN includes 100% IREN Emilia and Genova Reti Gas and 51% AES; (2) Including GP Gas network 
28% 
…Where 2iRG Plays a Leading Role 
2iRG Presence 
(2) 
89.6 
5.8 
16.0 
56.6 
1 
7.9 
0.3 
0.9 
3.8 
6.5 
1 
Low concentration risk 
 Perugia concession: 2% 
 Top 3 concessions: 5% 
 Top 10 concessions:11% 
50% 
25% 
1
14 
Key Take-Aways 
2# largest gas distribution operator in Italy and well positioned 
to drive further market consolidation 
1 
Key Factors Impacts 
 2nd Italian player in the gas distribution market with a 
market share of ~17% in terms of rdp 
 Widespread distribution network throughout the 
country 
 Economies of scale, high barriers to entry and high 
efficiency 
 Automatically extended existing concessions so far as 
all the related tenders are not executed and closed 
(“prorogatio”) 
 Positioned as a long-term winner in the industry 
consolidation resulting from the ATEM reorganisation 
process 
 Benefits from profitability improvements linked to the 
rationalisation of current concession areas 
1
15 
2# largest gas distribution operator in Italy and well positioned 
to drive further market consolidation 
1 
Stable and supportive regulatory framework with no volume exposure 
2 
Predictable financial performance and strong liquidity 
3 
Experienced management team with a strong track record of business 
integration 
4
16 
Remuneration Regime: a Transparent and 
Established Methodology 
Local Net Invested 
capital or “Local 
RAB” (Historical 
revaluated cost ) 
WACC 
Distribution: 
6.9% 
WACC Metering: 
7.2% 
The depreciation is calculated based on 
depreciation schedules provided by the 
Regulator and differentiated for each asset 
category 
Regulator applies a € amount per redelivery point 
Distribution 
activities 
Metering 
activities Commercial 
activities 
(addressed to 
gas sales 
Metering companies) 
reading 
activities 
Centralised Net Invested capital or 
“Centralised RAB” (i.e. IT, headquarters etc, 
calculated by a parametric approach) 
% weight on 
revenues 
Allowed Revenues or VRT (“Vincolo Ricavi”) 
Return on RAB Depreciation Operating Costs 
RAB WACC Technical Life of the Assets Distrib.on Metering Comm.al 
35% 
30% 
~35% ~35% ~30% 
Regulation protects from volume risk 
RAB and Depreciation yearly updated by gross investment deflator 
Operating costs updated yearly by CPI and X-factor 
2
17 
Stable and Supportive Regulatory Framework 
Continuity of methodology ensures high predictability and preserves the attractiveness of the business 
2 
IV Regulatory Period (2014–2019) 
 Revalued historical cost method confirmed 
 Parametric methodology confirmed 
 Subsidies and contributions are subtracted from the RAB at 80% 
 (t-1) capex recognised in RAB 
 Payment for acquisition of new concessions by tender integrally included in 
RAB 
RAB 
 Distribution: 6.9% 
 Metering: 7.2% 
 Calculation of WACC revised every two years (update of risk free rate i.e. Italian 
10 year Italian BTP) 
Return on 
RAB (WACC) 
 Opex calculated on the basis of size of operator and client density confirmed 
 Efficiency factors: 
 Distribution: 1.7% (up to 2016) 
 Metering and Commercialization: 0.0% (up to 2016) 
 Revision every three years 
Opex 
and 
Efficiency X-Factor 
Protective termination 
compensation 
mechanism 
 The out-going distributor is remunerated with the residual industrial value of the 
assets (“VIR”) 
 Once VIR is paid, it represents the reference value for tariff calculation 
(i.e. RAB) 
Key Items 
Timely recovery of operating 
expenditures including 
depreciation and a fair return on 
investments 
Continuity in CAPM and risk free 
parameters and clear review 
process 
Regulation framework designed to 
support efficiency and economy of 
scale 
Robust compensation mechanism 
mitigating the financial / capital 
structure aspects of concession 
termination risk
18 
Clear Legislative Framework for ATEM Tender 
Process 
From a fragmented to a 
more concentrated and 
efficient distribution of 
concessions 
 Starting from the end of 2011, the Italian market has been divided into 177 ATEMs (from current 6,989 
municipalities). For each ATEM, a 12-year concession will be assigned through public tenders 
 Most of existing “old regime“ concessions expired in 2012 but were automatically extended until tenders are 
executed (“prorogatio”) 
 A tender process timetable for these ATEMs was set by Law (DM 266/11) 
 The likely timetable for the completion of the ATEM tenders is around 4-5 years 
 Assets owned by operators transferred to the new operator upon payment of a redemption value (as 
envisaged by Law) 
New tender process favours the largest players enabling an optimisation of the concessions portfolio, an increase of returns and a 
reduction of concession renewal risk 
Criteria for assessing 
the ATEM tenders 
The larger Incumbent operators in the new 
ATEM concession areas will have a competitive 
advantage 
Not the key determinants of ATEM concession 
awards 
Qualitative and Operational factors 
Economic factors 
2
19 
Key Take-Aways 
Stable and supportive regulatory framework with no volume exposure 
2 
Key Factors Impacts 
 Regulatory period from 4 yrs (2009-2012) to 6 yrs 
(2014-2019) 
 AEEGSI: Independent regulatory Authority 
 Simple and transparent RAB-based system 
 Protective termination compensation mechanism 
 Sector consolidation through ATEMs 
 Regulation as incentive to optimise costs 
 Predictable financial and operative cash flow policy 
 Optimised capex planning due to RAB remuneration 
and recovery value at termination 
 Growth opportunity for large players with credit 
protection deriving from terminal value (VIR) 
2
20 
2# largest gas distribution operator in Italy and well positioned 
to drive further market consolidation 
1 
Stable and supportive regulatory framework with no volume exposure 
2 
Predictable financial performance and strong liquidity 
3 
Experienced management team with a strong track record of business 
integration 
4
60.0% 
55.0% 
50.0% 
45.0% 
40.0% 
35.0% 
30.0% 
25.0% 
40.0% 
30.0% 
20.0% 
10.0% 
0.0% 
-10.0% 
-20.0% 
-30.0% 
21 
Predictable Financial Performance and Strong 
Liquidity 
Revenues and EBITDA (in € m) 
Fully regulated revenues and EBITDA 
 Stable revenue trend historically, while increasing EBITDA thanks 
to cost optimisation from 2012 to 2013. 2011 includes 3 months 
consolidation of E.On Italia distribution gas and G6 Rete Gas 
 Stable level of invested capital and Adjusted Net Financial Debt 
 Increasing level of Funds From Operations sustained by improving 
operating performances 
 The new regulatory period provides visibility for the next 6 years 
notwithstanding an initial impact on revenues and EBITDA 
1,200.0 
1,000.0 
800.0 
600.0 
400.0 
200.0 
54.7%(2) 
33(3) 
33(3) 
Note: (1) Revenues net of IFRIC 12 revenues; (2) Excluding extraordinary items; (3) Extraordinary items 
Funds From Operations and FFO/Adj Net Financial Net Invested Capital and Adjusted Net Financial Debt (in € m) Debt (in € m) 
2,536 2,436 2,456 
1,654 1,584 1,588 
3,000.0 
2,500.0 
2,000.0 
1,500.0 
1,000.0 
500.0 
- 
2011 2012 2013 
Net Invested Capital Adj Net Financial Debt 
Note: (4) Net Invested Capital including negative fair value of IRS hedging. Adjusted Net financial debt excluding derivative 
liabilities and residual liability for IRS unwinding 
470 
715 730 
272 
367 383 
3 
67 79 
57.8% 
51.4% 52.4% 
20.0% 
- 
2011 2012 2013 
Revenues EBITDA Net Income margin% 
96 
234 248 
5.8% 
14.7% 15.6% 
-40.0% 
500.0 
450.0 
400.0 
350.0 
300.0 
250.0 
200.0 
150.0 
100.0 
50.0 
- 
2011 2012 2013 
FFO FFO/Adj. Net Debt% 
Note: (5) Cash Flow from Operating activities excluding change in working capital and including cash net financial charges 
3 
(1) 
(4) (4) (5)
22 
Low Risk Payment and Settlement System 
While regulation protects from volume risk… 
Revenue Breakdown by Clients(1) 
47% 
16% 
2% 
4% 
11% 
20% 
Others 
“Access Code” Provisions Protect from Bad Debts 
Source: Company data. 
Note: (1) Ratings SP/Moody’s/Fitch; (2) 2013 distribution revenues 
(BBB/Baa2/BBB+) 
(A/A1/n.a.) 
(BBB+/Baa3/n.a.) 
(A/A3/A+) 
(A-/A3/A-) 
Tot.: 
€591m(2) 
…high quality clients limit counterparty risk 
Regulation Protects from Volume Risk 
 VRT is defined every year 
 Monthly billing to gas sales companies based on 
delivered volumes 
 Adjustment (equalisation) between VRT and 
actual revenues (total billed yearly amount) 
 Billing on a monthly basis 
 According to the agreement with traders “Access 
Code”: 
 Payments are settled in 60 days from gas 
distribution service 
 Bank guarantees cover 25% of the yearly billed 
amount related to each gas sales company 
3
23 
Prudent Financial Practices 
Interest rate policy 
 BBB/negative (SP)(1), Baa2/stable (Moody’s) 
 2iRG required to keep a solid investment grade credit profile by its shareholders 
 The shareholders aim to maintain a low risk investments profile in line with other assets owned by them and 
other infrastructure funds in the market 
 The Group targets a capital structure with a minimum level of 65% of fixed rate debt 
 The remaining floating rate exposure will not be hedged as the Company considers its WACC-related 
revenues as a natural hedge 
Leverage and rating 
Management strongly committed to financial discipline 
Dividend policy 
 2iRG is planning to give regular and predictable cash returns to its shareholders in the form of cash dividends 
according to the overall leverage and rating policy 
Capex policy 
 Significant discretion over the scheduling of capex programme 
 Flexibility over the ATEM investment plan 
 Optimised capex planning due to RAB remuneration and recovery value at termination 
3 
 The Group is cash positive and the working capital facility has never been drawn over the last 3 years 
 Liquidity is managed through banking facilities raised in the ordinary course of business and cash on the 
balance sheet 
 Additionally, the refinancing package envisages a €400m combined capex and working capital facility 
Liquidity 
management 
Note: (1) Preliminary rating
24 
Key Rating Highlights 
 “Our business risk profile assessment reflects our view of 2i Rete Gas' low-risk regulated 
operations in the gas distribution sector and our assessment of Italy's regulatory framework as 
solid and transparent, insulating Italian regulated gas distribution utilities from the country's weak 
economic fundamentals. In our view, the business risk profile is constrained by some uncertainty over 
the outcome of the gas concessions retendering process in Italy over 2014-2016, in relation to which the 
issuer intends to concentrate its presence on a smaller number of service areas (so-called ATEMs) where 
it would fully manage the concession and improve the potential for cost synergies with a positive impact on 
the profitability of operations. These risks are mitigated by our view that the concession retendering 
process will result in a substantial consolidation of the currently highly fragmented gas 
distribution market in Italy where we would expect 2i Rete Gas to remain a preeminent player.” 
 “The negative outlook reflects that on Italy. We believe that 2i Rete Gas' capacity and willingness to meet 
its debt obligations is currently not superior to the sovereign's, owing to the refinancing risk linked 
to the group's bridge-to-bond facility, which it intends to refinance in the market in 2015.” 
 “The Baa2 issuer rating reflects the company's fairly low risk business profile. The rating 
incorporates (1) company's focus on regulated gas distribution activities, backed by a credible and 
supportive regulatory framework, which ensures a high degree of cost recovery and a fair remuneration of 
investments and capital base and has been consistently applied for more than 10 years by AEEGSI, the 
Italian independent regulatory body for energy and water sectors; (2) no volume risk as distribution 
networks tariffs are entirely based on capacity, and limited affordability concerns, as gas distribution 
charges account for 14% of householders' bills; (3) a high degree of operating efficiency, as the 
company consistently received technical rewards allocations and was able to outperform its regulatory 
operating expenses allowance in recent years; (4) limited investment burden, as 2iRG expects to run a 
capital expenses programme of EUR1.6 billion between 2014-19, ie., 8% to 10% of the existing fixed 
assets base on an annual basis, on a number of small-scale interventions of modest technical complexity.” 
Standard  Poor’s 
BBB / Negative 
Outlook(1) 
Moody’s 
Baa2 / Stable 
Outlook 
3 
Note: (1) Preliminary rating
25 
Supporting Growth and Preserving Sounding 
Capital Structure 
Refinancing Main Goals 
 Well positioned within investment grade credit rating (SP(1): 
BBB; Moody’s: Baa2) 
 EMTN programme established 
 Group of 6 major banks committed to subscribe €1.75bn credit 
lines (of which €0.4bn Capex/RCF line). Facility Agreement 
expected to be signed shortly 
Seek a maturity coherent with business profile 
Establish access to Capital Markets 
Financial Flexibility 
Current Debt Structure(2) Post Refinancing Debt Structure(2) 
 Bond: size and tenor to be determined 
 Bridge: 12 + 6 + 6 months tenor up to €600m 
 Term loan: €750m with 5 year tenor 
 Capex/RCF: respectively €300m and €100m committed facilities 
(5 year tenor) 
89% 
9%2% 
Bank facilities - 2iRG 
Bank facilities - FRI 
Bank facilities - FRI2 
Bank facilities 
Bond + Bridge 
 Term loan 2iRG: €1,750m with 5 year tenor (expiry 2018) 
 Term loan Holdcos: €210m with 5 year tenor (expiry 2018) 
 Capex/RCF: respectively €300m and €40m committed facilities (5 
year tenor, expiry 2018) 
Note: (1) Preliminary rating; (2) Including financial debt at FRI and FRI2 level 
Capital Market to become a 
stable/long-term source of 
funding 
~60% 
~40% 
3
26 
Corporate Reorganisation 
Merger at HoldCos level Merger between 1 2 HoldCo and 2iRG 
100.0% 
• Merger by incorporation of FRI2 to FRI 
• The process is expected to be completed in a few weeks time 
• Merger by incorporation of 2iRG in FRI (renamed 2iRG) 
• The process is expected to be completed by the end of December 
2014 since all the usual merger formalities are required 
Streamlining corporate structure 
Process expected to be completed by the end of 2014 
F2i I Finavias 
FRI 
99.906%(1) 
F2i II 
Axa I. 
Fund III 
Step 1 
F2i I Finavias 
99.906(1)% 
F2i II 
Axa I. 
Fund III 
Step 2 
Note: (1) 0.094% Minorities and treasury shares 
3
27 
Key Take-Aways 
Predictable financial performance and strong liquidity 
3 
Key Factors Impacts 
 Excellent track record of financial and economic 
performances 
 Strong liquidity profile 
 Low cash flow volatility 
 Solid balance sheet 
 Strong focus on cost optimisation 
 Debt structure consistent with cash generation profile 
3
28 
2# largest gas distribution operator in Italy and well positioned 
to drive further market consolidation 
1 
Stable and supportive regulatory framework with no volume exposure 
2 
Predictable financial performance and strong liquidity 
3 
Experienced management team with a strong track record of business 
integration 
4
29 
Experienced Management Team 
Headquarter 
Local operations 
Solid and lean organization strengthening local control and efficiency 
CEO 
HR 
Procurement 
Legal Audit 
COO 
6 regional departments 
29 local units 
Regional 
Local units offices 
Integration 
CFO Business 
Development 
 Following the acquisitions of E.On 
Rete and G6 Rete Gas, the 2iRG 
management has implemented a 
new successful organization: 
Deliver financial targets 
Deliver operational 
efficiencies 
Harmonize organizational 
processes 
 Management and organizational 
structure already designed to 
approach the next round of 
concessions’ tenders in a successful 
way 
4 
Regulatory 
Affairs
30 
Successful Track Record of Business 
Integrations and Synergies 
€ m 
20 
15 
10 
5 
0 
2011 2012 2013 2014 2015E 2016E 2017E 2018E 2019E 
 Main acquisitions completed: 
Acquisitions And Integrations Completed 
Clients, in ‘000 
4,000 
3,500 
3,000 
2,500 
2,000 
1,500 
1,000 
500 
0 
 Gruppo Camuzzi (2002): approx. 1,000k clients 
 E.On Rete (2011): approx. 600k clients 
 G6 Rete Gas (2011): approx. 1,000k clients 
 Significant efforts to integrate all acquired companies in terms of organisational structure, approach with local municipalities, ICT, accounting and administrative 
systems 
Jan. 2000 By 2002 
~3,800 
Source: Company data 
F2i and ARDIAN 
4 
Significant experience in delivery integration targets 
2013 
Synergies 
Internalization of staff functions 
 One integrated Headquarter and full internalization of previously out-sourced 
services 
Rationalize and industrialize field operations 
 Rationalize organizational structure on the Field and introduction of IT tools 
to manage local workplace remotely 
By 2009 
E.On Rete 
G6 Rete 
Gas 
40 companies 
acquired by 2002 
70 companies acquired 
through E.On Rete and G6 Rete Gas 
9 companies 
acquired by 2009 
~120 companies acquired 
First 
acquisition
31 
Disciplined Investment Policy for Sustainable 
Growth 
2iRG plans to grow while protecting a solid credit profile 
1 
Growth through ATEM 
tenders in Italy 
 Supportive regulatory framework 
addressing concessions’ renewal, 
market concentration and asset 
value protection 
 Dominant position in north-western 
and south-eastern Italy, where the 
2iRG will strengthen its presence 
and leverage any potential economy 
of scale 
 Optimisation of concession portfolio 
2 
Investments to 
increase profitability in 
a mature business 
 Capex driven by new redelivery 
points as well as maintenance of the 
existing network 
 Pioneer in adoption and deployment 
of smart metering 
3 
More competitive 
cost structure 
 Continuous focus on operating and 
technical excellence 
 Reaping the benefits from significant 
in-sourcing after ownership changes 
and synergies from integration 
 Economies of scale arising from 
ATEM tenders 
 Savings from investments in 
electronic meters and ICT 
infrastructure 
4 
~ €1.6bn of investment plan up to 2019
32 
Key Take-Aways 
Experienced management team with a strong track record of business 
integration 
4 
Key Factors Impacts 
 Steady and cohesive management team 
 A proven track record in terms of business integration 
and operating efficiencies 
 Management expertise based on large/top tier energy 
players in previous experience 
 Continuous optimisation of cost structure and tight 
financial control 
 Integration and in-sourcing completed 
 Ability to manage the upcoming intense ATEM tenders 
period 
4
Final Remarks
34 
Credit Highlights 
2# largest gas distribution operator in Italy and well positioned 
to drive further market consolidation 
1 
Stable and supportive regulatory framework with no volume exposure 
2 
Predictable financial performance and strong liquidity 
3 
Experienced management team with a strong track record of business 
integration 
4
Appendix
36 
Key Financials 
PL 
€m 2012 2013 
Distribution and other 591.6 590.9 
Connection fees 24.0 22.4 
Other sales and services 19.7 23.2 
IFRIC 12 133.0 116.4 
Other revenues 79.6 93.3 
Total Revenues 848.0 846.3 
Labour cost (110.2) (111.3) 
Raw material cost (31.4) (32.0) 
Service cost (256.3) (226.4) 
Other costs (64.4) (76.3) 
Provisions (20.1) (18.5) 
Incr. in fixed assets not subject to IFRIC 12 1.7 0.9 
Total costs (480.7) (463.6) 
EBITDA 367.2 382.6 
EBITDA % (ex IFRIC 12 impact) 51.4% 52.4% 
EBIT 216.4 238.5 
EBIT % (ex IFRIC 12 impact) 30.3% 32.7% 
Net Income 67.3 79.2 
Balance Sheet 
€m 2012 2013 
Net fixed assets 2,381.5 2,388.5 
Net working capital 62.1 97.9 
Total provisions (7.4) (30.2) 
Net invested capital 2,436.2 2,456.2 
IRS unwinding 36.2 30.2 
Net Financial Position 1,584.1 1,587.8 
Shareholders' equitiy 816.0 838.2 
Total Sources 2,436.2 2,456.2

Mais conteúdo relacionado

Mais procurados

ALTUM Investor presentation, April 2018
ALTUM Investor presentation, April 2018ALTUM Investor presentation, April 2018
ALTUM Investor presentation, April 2018ALTUM
 
Public investor presentation 2020
Public investor presentation 2020Public investor presentation 2020
Public investor presentation 2020ALTUM
 
Transaction Capital: IPO Management Roadshow Presentation
Transaction Capital: IPO Management Roadshow PresentationTransaction Capital: IPO Management Roadshow Presentation
Transaction Capital: IPO Management Roadshow PresentationTransaction Capital
 
Ignite your aim experiences ilika
Ignite your aim experiences ilikaIgnite your aim experiences ilika
Ignite your aim experiences ilikaAlan Scrase
 
Pcy jan06 2011_website_chinese
Pcy jan06 2011_website_chinesePcy jan06 2011_website_chinese
Pcy jan06 2011_website_chineseProphecy Corp
 
Pcy coal presentation_2012
Pcy coal presentation_2012Pcy coal presentation_2012
Pcy coal presentation_2012Prophecy Corp
 
Pcy coal presentation
Pcy coal presentationPcy coal presentation
Pcy coal presentationProphecy Corp
 
INVESTOR PRESENTATION AMEX GBT
INVESTOR PRESENTATION AMEX GBTINVESTOR PRESENTATION AMEX GBT
INVESTOR PRESENTATION AMEX GBTMarcelo Linhares
 
CDG Company Overview
CDG Company OverviewCDG Company Overview
CDG Company Overviewstratfoj
 
23.05.2012, PRESENTATION, Putting funding into Mongolia's growing need for po...
23.05.2012, PRESENTATION, Putting funding into Mongolia's growing need for po...23.05.2012, PRESENTATION, Putting funding into Mongolia's growing need for po...
23.05.2012, PRESENTATION, Putting funding into Mongolia's growing need for po...The Business Council of Mongolia
 
Top 10 China Stock Picks - Century Financial
Top 10 China Stock Picks - Century FinancialTop 10 China Stock Picks - Century Financial
Top 10 China Stock Picks - Century Financialrayanwarner
 
Neuraura Investor Deck
Neuraura Investor DeckNeuraura Investor Deck
Neuraura Investor DeckClaire Dixon
 
Final Agency One E Referral Agreement (2)
Final  Agency One  E Referral Agreement (2)Final  Agency One  E Referral Agreement (2)
Final Agency One E Referral Agreement (2)Liz Weber
 
Aegon SAECURE 15 Investor Presentation
Aegon SAECURE 15 Investor PresentationAegon SAECURE 15 Investor Presentation
Aegon SAECURE 15 Investor PresentationAegon
 
201909 Neuraura Deck
201909 Neuraura Deck201909 Neuraura Deck
201909 Neuraura DeckClaire Dixon
 
Calibre Mining Corporate Presentation Jan 2020
Calibre Mining Corporate Presentation Jan 2020Calibre Mining Corporate Presentation Jan 2020
Calibre Mining Corporate Presentation Jan 2020Adnet Communications
 

Mais procurados (18)

ALTUM Investor presentation, April 2018
ALTUM Investor presentation, April 2018ALTUM Investor presentation, April 2018
ALTUM Investor presentation, April 2018
 
Public investor presentation 2020
Public investor presentation 2020Public investor presentation 2020
Public investor presentation 2020
 
Transaction Capital: IPO Management Roadshow Presentation
Transaction Capital: IPO Management Roadshow PresentationTransaction Capital: IPO Management Roadshow Presentation
Transaction Capital: IPO Management Roadshow Presentation
 
Ignite your aim experiences ilika
Ignite your aim experiences ilikaIgnite your aim experiences ilika
Ignite your aim experiences ilika
 
Pcy jan06 2011_website_chinese
Pcy jan06 2011_website_chinesePcy jan06 2011_website_chinese
Pcy jan06 2011_website_chinese
 
Pcy coal presentation_2012
Pcy coal presentation_2012Pcy coal presentation_2012
Pcy coal presentation_2012
 
Pcy coal presentation
Pcy coal presentationPcy coal presentation
Pcy coal presentation
 
INVESTOR PRESENTATION AMEX GBT
INVESTOR PRESENTATION AMEX GBTINVESTOR PRESENTATION AMEX GBT
INVESTOR PRESENTATION AMEX GBT
 
09.09.2011 Permitting process in Mongolia, Mr. John Lee
09.09.2011 Permitting process in Mongolia, Mr. John Lee09.09.2011 Permitting process in Mongolia, Mr. John Lee
09.09.2011 Permitting process in Mongolia, Mr. John Lee
 
CDG Company Overview
CDG Company OverviewCDG Company Overview
CDG Company Overview
 
23.05.2012, PRESENTATION, Putting funding into Mongolia's growing need for po...
23.05.2012, PRESENTATION, Putting funding into Mongolia's growing need for po...23.05.2012, PRESENTATION, Putting funding into Mongolia's growing need for po...
23.05.2012, PRESENTATION, Putting funding into Mongolia's growing need for po...
 
2012, PRESENTATION, Powering asia's future, John Lee
2012, PRESENTATION, Powering asia's future,  John Lee2012, PRESENTATION, Powering asia's future,  John Lee
2012, PRESENTATION, Powering asia's future, John Lee
 
Top 10 China Stock Picks - Century Financial
Top 10 China Stock Picks - Century FinancialTop 10 China Stock Picks - Century Financial
Top 10 China Stock Picks - Century Financial
 
Neuraura Investor Deck
Neuraura Investor DeckNeuraura Investor Deck
Neuraura Investor Deck
 
Final Agency One E Referral Agreement (2)
Final  Agency One  E Referral Agreement (2)Final  Agency One  E Referral Agreement (2)
Final Agency One E Referral Agreement (2)
 
Aegon SAECURE 15 Investor Presentation
Aegon SAECURE 15 Investor PresentationAegon SAECURE 15 Investor Presentation
Aegon SAECURE 15 Investor Presentation
 
201909 Neuraura Deck
201909 Neuraura Deck201909 Neuraura Deck
201909 Neuraura Deck
 
Calibre Mining Corporate Presentation Jan 2020
Calibre Mining Corporate Presentation Jan 2020Calibre Mining Corporate Presentation Jan 2020
Calibre Mining Corporate Presentation Jan 2020
 

Semelhante a 2i Rete Gas - Debt Investor Presentation

B3i Community Conference - Ken Marke Talk
B3i Community Conference - Ken Marke TalkB3i Community Conference - Ken Marke Talk
B3i Community Conference - Ken Marke TalkRed Morley Hewitt
 
Banking service and operation.pptx
Banking service and operation.pptxBanking service and operation.pptx
Banking service and operation.pptxJerrySingh30
 
161201 FINAL Investor Update
161201 FINAL Investor Update161201 FINAL Investor Update
161201 FINAL Investor UpdateJoe Clayton
 
ALTUM Investor presentation, June 2022 from ALTUM.pptx
ALTUM Investor presentation, June 2022 from ALTUM.pptxALTUM Investor presentation, June 2022 from ALTUM.pptx
ALTUM Investor presentation, June 2022 from ALTUM.pptxAgneseSperga
 
ALTUM Investoru prezentācija, Septembris 2021 (full screen)
ALTUM Investoru prezentācija, Septembris 2021 (full screen)ALTUM Investoru prezentācija, Septembris 2021 (full screen)
ALTUM Investoru prezentācija, Septembris 2021 (full screen)ALTUM
 
ALTUM Investor presentation, June 2021
ALTUM Investor presentation, June 2021ALTUM Investor presentation, June 2021
ALTUM Investor presentation, June 2021ALTUM
 
ALTUM Investor presentation
ALTUM Investor presentationALTUM Investor presentation
ALTUM Investor presentationALTUM
 
dpo-proposed-acquisition-presentation-1.pptx
dpo-proposed-acquisition-presentation-1.pptxdpo-proposed-acquisition-presentation-1.pptx
dpo-proposed-acquisition-presentation-1.pptxMainaKanyottu
 
Global Mining Summit October 2017
Global Mining Summit October 2017Global Mining Summit October 2017
Global Mining Summit October 2017James AH Campbell
 
220501-European-Lithium-Presentation_May-2022.pdf
220501-European-Lithium-Presentation_May-2022.pdf220501-European-Lithium-Presentation_May-2022.pdf
220501-European-Lithium-Presentation_May-2022.pdfMartinMarinov54
 
aker horizons january 2021.pdf
aker horizons january 2021.pdfaker horizons january 2021.pdf
aker horizons january 2021.pdfssuserb6c38d
 
ALTUM Investor presentation, April 2019
ALTUM Investor presentation, April 2019ALTUM Investor presentation, April 2019
ALTUM Investor presentation, April 2019ALTUM
 
Investor presentation altum april2019_final
Investor presentation altum april2019_finalInvestor presentation altum april2019_final
Investor presentation altum april2019_finalSandra Eglite
 
Pcy coal presentation
Pcy coal presentationPcy coal presentation
Pcy coal presentationProphecy Corp
 
Investor_presentation_May_31_2022_c8aba17d39.pdf
Investor_presentation_May_31_2022_c8aba17d39.pdfInvestor_presentation_May_31_2022_c8aba17d39.pdf
Investor_presentation_May_31_2022_c8aba17d39.pdfMOHAMMED YASER HUSSAIN
 
Leafly SPAC pitch deck ($532M valuation)
Leafly SPAC pitch deck ($532M valuation)Leafly SPAC pitch deck ($532M valuation)
Leafly SPAC pitch deck ($532M valuation)Pitch Decks
 
Investor-Presentation-Full-Year-2021-New-Format.pdf
Investor-Presentation-Full-Year-2021-New-Format.pdfInvestor-Presentation-Full-Year-2021-New-Format.pdf
Investor-Presentation-Full-Year-2021-New-Format.pdfNitinYadav16846
 
AHEL-Investor-Presentation-June-22-INR.pdf
AHEL-Investor-Presentation-June-22-INR.pdfAHEL-Investor-Presentation-June-22-INR.pdf
AHEL-Investor-Presentation-June-22-INR.pdfMOHAMMED YASER HUSSAIN
 

Semelhante a 2i Rete Gas - Debt Investor Presentation (20)

B3i Community Conference - Ken Marke Talk
B3i Community Conference - Ken Marke TalkB3i Community Conference - Ken Marke Talk
B3i Community Conference - Ken Marke Talk
 
Banking service and operation.pptx
Banking service and operation.pptxBanking service and operation.pptx
Banking service and operation.pptx
 
161201 FINAL Investor Update
161201 FINAL Investor Update161201 FINAL Investor Update
161201 FINAL Investor Update
 
ALTUM Investor presentation, June 2022 from ALTUM.pptx
ALTUM Investor presentation, June 2022 from ALTUM.pptxALTUM Investor presentation, June 2022 from ALTUM.pptx
ALTUM Investor presentation, June 2022 from ALTUM.pptx
 
ALTUM Investoru prezentācija, Septembris 2021 (full screen)
ALTUM Investoru prezentācija, Septembris 2021 (full screen)ALTUM Investoru prezentācija, Septembris 2021 (full screen)
ALTUM Investoru prezentācija, Septembris 2021 (full screen)
 
ALTUM Investor presentation, June 2021
ALTUM Investor presentation, June 2021ALTUM Investor presentation, June 2021
ALTUM Investor presentation, June 2021
 
ALTUM Investor presentation
ALTUM Investor presentationALTUM Investor presentation
ALTUM Investor presentation
 
dpo-proposed-acquisition-presentation-1.pptx
dpo-proposed-acquisition-presentation-1.pptxdpo-proposed-acquisition-presentation-1.pptx
dpo-proposed-acquisition-presentation-1.pptx
 
Global Mining Summit October 2017
Global Mining Summit October 2017Global Mining Summit October 2017
Global Mining Summit October 2017
 
220501-European-Lithium-Presentation_May-2022.pdf
220501-European-Lithium-Presentation_May-2022.pdf220501-European-Lithium-Presentation_May-2022.pdf
220501-European-Lithium-Presentation_May-2022.pdf
 
aker horizons january 2021.pdf
aker horizons january 2021.pdfaker horizons january 2021.pdf
aker horizons january 2021.pdf
 
ALTUM Investor presentation, April 2019
ALTUM Investor presentation, April 2019ALTUM Investor presentation, April 2019
ALTUM Investor presentation, April 2019
 
Investor presentation altum april2019_final
Investor presentation altum april2019_finalInvestor presentation altum april2019_final
Investor presentation altum april2019_final
 
DeFi Technologies Deck - September 2021
DeFi Technologies Deck - September 2021DeFi Technologies Deck - September 2021
DeFi Technologies Deck - September 2021
 
Pcy coal presentation
Pcy coal presentationPcy coal presentation
Pcy coal presentation
 
Investor_presentation_May_31_2022_c8aba17d39.pdf
Investor_presentation_May_31_2022_c8aba17d39.pdfInvestor_presentation_May_31_2022_c8aba17d39.pdf
Investor_presentation_May_31_2022_c8aba17d39.pdf
 
Leafly SPAC pitch deck ($532M valuation)
Leafly SPAC pitch deck ($532M valuation)Leafly SPAC pitch deck ($532M valuation)
Leafly SPAC pitch deck ($532M valuation)
 
Investor-Presentation-Full-Year-2021-New-Format.pdf
Investor-Presentation-Full-Year-2021-New-Format.pdfInvestor-Presentation-Full-Year-2021-New-Format.pdf
Investor-Presentation-Full-Year-2021-New-Format.pdf
 
DeFi Technologies Deck - April 2022
DeFi Technologies Deck - April 2022DeFi Technologies Deck - April 2022
DeFi Technologies Deck - April 2022
 
AHEL-Investor-Presentation-June-22-INR.pdf
AHEL-Investor-Presentation-June-22-INR.pdfAHEL-Investor-Presentation-June-22-INR.pdf
AHEL-Investor-Presentation-June-22-INR.pdf
 

Último

Air breathing and respiratory adaptations in diver animals
Air breathing and respiratory adaptations in diver animalsAir breathing and respiratory adaptations in diver animals
Air breathing and respiratory adaptations in diver animalsaqsarehman5055
 
lONG QUESTION ANSWER PAKISTAN STUDIES10.
lONG QUESTION ANSWER PAKISTAN STUDIES10.lONG QUESTION ANSWER PAKISTAN STUDIES10.
lONG QUESTION ANSWER PAKISTAN STUDIES10.lodhisaajjda
 
Dreaming Music Video Treatment _ Project & Portfolio III
Dreaming Music Video Treatment _ Project & Portfolio IIIDreaming Music Video Treatment _ Project & Portfolio III
Dreaming Music Video Treatment _ Project & Portfolio IIINhPhngng3
 
Causes of poverty in France presentation.pptx
Causes of poverty in France presentation.pptxCauses of poverty in France presentation.pptx
Causes of poverty in France presentation.pptxCamilleBoulbin1
 
Introduction to Prompt Engineering (Focusing on ChatGPT)
Introduction to Prompt Engineering (Focusing on ChatGPT)Introduction to Prompt Engineering (Focusing on ChatGPT)
Introduction to Prompt Engineering (Focusing on ChatGPT)Chameera Dedduwage
 
ANCHORING SCRIPT FOR A CULTURAL EVENT.docx
ANCHORING SCRIPT FOR A CULTURAL EVENT.docxANCHORING SCRIPT FOR A CULTURAL EVENT.docx
ANCHORING SCRIPT FOR A CULTURAL EVENT.docxNikitaBankoti2
 
BDSM⚡Call Girls in Sector 97 Noida Escorts >༒8448380779 Escort Service
BDSM⚡Call Girls in Sector 97 Noida Escorts >༒8448380779 Escort ServiceBDSM⚡Call Girls in Sector 97 Noida Escorts >༒8448380779 Escort Service
BDSM⚡Call Girls in Sector 97 Noida Escorts >༒8448380779 Escort ServiceDelhi Call girls
 
Thirunelveli call girls Tamil escorts 7877702510
Thirunelveli call girls Tamil escorts 7877702510Thirunelveli call girls Tamil escorts 7877702510
Thirunelveli call girls Tamil escorts 7877702510Vipesco
 
No Advance 8868886958 Chandigarh Call Girls , Indian Call Girls For Full Nigh...
No Advance 8868886958 Chandigarh Call Girls , Indian Call Girls For Full Nigh...No Advance 8868886958 Chandigarh Call Girls , Indian Call Girls For Full Nigh...
No Advance 8868886958 Chandigarh Call Girls , Indian Call Girls For Full Nigh...Sheetaleventcompany
 
Report Writing Webinar Training
Report Writing Webinar TrainingReport Writing Webinar Training
Report Writing Webinar TrainingKylaCullinane
 
AWS Data Engineer Associate (DEA-C01) Exam Dumps 2024.pdf
AWS Data Engineer Associate (DEA-C01) Exam Dumps 2024.pdfAWS Data Engineer Associate (DEA-C01) Exam Dumps 2024.pdf
AWS Data Engineer Associate (DEA-C01) Exam Dumps 2024.pdfSkillCertProExams
 
SaaStr Workshop Wednesday w/ Lucas Price, Yardstick
SaaStr Workshop Wednesday w/ Lucas Price, YardstickSaaStr Workshop Wednesday w/ Lucas Price, Yardstick
SaaStr Workshop Wednesday w/ Lucas Price, Yardsticksaastr
 
VVIP Call Girls Nalasopara : 9892124323, Call Girls in Nalasopara Services
VVIP Call Girls Nalasopara : 9892124323, Call Girls in Nalasopara ServicesVVIP Call Girls Nalasopara : 9892124323, Call Girls in Nalasopara Services
VVIP Call Girls Nalasopara : 9892124323, Call Girls in Nalasopara ServicesPooja Nehwal
 
Call Girl Number in Khar Mumbai📲 9892124323 💞 Full Night Enjoy
Call Girl Number in Khar Mumbai📲 9892124323 💞 Full Night EnjoyCall Girl Number in Khar Mumbai📲 9892124323 💞 Full Night Enjoy
Call Girl Number in Khar Mumbai📲 9892124323 💞 Full Night EnjoyPooja Nehwal
 
The workplace ecosystem of the future 24.4.2024 Fabritius_share ii.pdf
The workplace ecosystem of the future 24.4.2024 Fabritius_share ii.pdfThe workplace ecosystem of the future 24.4.2024 Fabritius_share ii.pdf
The workplace ecosystem of the future 24.4.2024 Fabritius_share ii.pdfSenaatti-kiinteistöt
 
If this Giant Must Walk: A Manifesto for a New Nigeria
If this Giant Must Walk: A Manifesto for a New NigeriaIf this Giant Must Walk: A Manifesto for a New Nigeria
If this Giant Must Walk: A Manifesto for a New NigeriaKayode Fayemi
 
Dreaming Marissa Sánchez Music Video Treatment
Dreaming Marissa Sánchez Music Video TreatmentDreaming Marissa Sánchez Music Video Treatment
Dreaming Marissa Sánchez Music Video Treatmentnswingard
 
My Presentation "In Your Hands" by Halle Bailey
My Presentation "In Your Hands" by Halle BaileyMy Presentation "In Your Hands" by Halle Bailey
My Presentation "In Your Hands" by Halle Baileyhlharris
 
Mohammad_Alnahdi_Oral_Presentation_Assignment.pptx
Mohammad_Alnahdi_Oral_Presentation_Assignment.pptxMohammad_Alnahdi_Oral_Presentation_Assignment.pptx
Mohammad_Alnahdi_Oral_Presentation_Assignment.pptxmohammadalnahdi22
 

Último (20)

Air breathing and respiratory adaptations in diver animals
Air breathing and respiratory adaptations in diver animalsAir breathing and respiratory adaptations in diver animals
Air breathing and respiratory adaptations in diver animals
 
lONG QUESTION ANSWER PAKISTAN STUDIES10.
lONG QUESTION ANSWER PAKISTAN STUDIES10.lONG QUESTION ANSWER PAKISTAN STUDIES10.
lONG QUESTION ANSWER PAKISTAN STUDIES10.
 
ICT role in 21st century education and it's challenges.pdf
ICT role in 21st century education and it's challenges.pdfICT role in 21st century education and it's challenges.pdf
ICT role in 21st century education and it's challenges.pdf
 
Dreaming Music Video Treatment _ Project & Portfolio III
Dreaming Music Video Treatment _ Project & Portfolio IIIDreaming Music Video Treatment _ Project & Portfolio III
Dreaming Music Video Treatment _ Project & Portfolio III
 
Causes of poverty in France presentation.pptx
Causes of poverty in France presentation.pptxCauses of poverty in France presentation.pptx
Causes of poverty in France presentation.pptx
 
Introduction to Prompt Engineering (Focusing on ChatGPT)
Introduction to Prompt Engineering (Focusing on ChatGPT)Introduction to Prompt Engineering (Focusing on ChatGPT)
Introduction to Prompt Engineering (Focusing on ChatGPT)
 
ANCHORING SCRIPT FOR A CULTURAL EVENT.docx
ANCHORING SCRIPT FOR A CULTURAL EVENT.docxANCHORING SCRIPT FOR A CULTURAL EVENT.docx
ANCHORING SCRIPT FOR A CULTURAL EVENT.docx
 
BDSM⚡Call Girls in Sector 97 Noida Escorts >༒8448380779 Escort Service
BDSM⚡Call Girls in Sector 97 Noida Escorts >༒8448380779 Escort ServiceBDSM⚡Call Girls in Sector 97 Noida Escorts >༒8448380779 Escort Service
BDSM⚡Call Girls in Sector 97 Noida Escorts >༒8448380779 Escort Service
 
Thirunelveli call girls Tamil escorts 7877702510
Thirunelveli call girls Tamil escorts 7877702510Thirunelveli call girls Tamil escorts 7877702510
Thirunelveli call girls Tamil escorts 7877702510
 
No Advance 8868886958 Chandigarh Call Girls , Indian Call Girls For Full Nigh...
No Advance 8868886958 Chandigarh Call Girls , Indian Call Girls For Full Nigh...No Advance 8868886958 Chandigarh Call Girls , Indian Call Girls For Full Nigh...
No Advance 8868886958 Chandigarh Call Girls , Indian Call Girls For Full Nigh...
 
Report Writing Webinar Training
Report Writing Webinar TrainingReport Writing Webinar Training
Report Writing Webinar Training
 
AWS Data Engineer Associate (DEA-C01) Exam Dumps 2024.pdf
AWS Data Engineer Associate (DEA-C01) Exam Dumps 2024.pdfAWS Data Engineer Associate (DEA-C01) Exam Dumps 2024.pdf
AWS Data Engineer Associate (DEA-C01) Exam Dumps 2024.pdf
 
SaaStr Workshop Wednesday w/ Lucas Price, Yardstick
SaaStr Workshop Wednesday w/ Lucas Price, YardstickSaaStr Workshop Wednesday w/ Lucas Price, Yardstick
SaaStr Workshop Wednesday w/ Lucas Price, Yardstick
 
VVIP Call Girls Nalasopara : 9892124323, Call Girls in Nalasopara Services
VVIP Call Girls Nalasopara : 9892124323, Call Girls in Nalasopara ServicesVVIP Call Girls Nalasopara : 9892124323, Call Girls in Nalasopara Services
VVIP Call Girls Nalasopara : 9892124323, Call Girls in Nalasopara Services
 
Call Girl Number in Khar Mumbai📲 9892124323 💞 Full Night Enjoy
Call Girl Number in Khar Mumbai📲 9892124323 💞 Full Night EnjoyCall Girl Number in Khar Mumbai📲 9892124323 💞 Full Night Enjoy
Call Girl Number in Khar Mumbai📲 9892124323 💞 Full Night Enjoy
 
The workplace ecosystem of the future 24.4.2024 Fabritius_share ii.pdf
The workplace ecosystem of the future 24.4.2024 Fabritius_share ii.pdfThe workplace ecosystem of the future 24.4.2024 Fabritius_share ii.pdf
The workplace ecosystem of the future 24.4.2024 Fabritius_share ii.pdf
 
If this Giant Must Walk: A Manifesto for a New Nigeria
If this Giant Must Walk: A Manifesto for a New NigeriaIf this Giant Must Walk: A Manifesto for a New Nigeria
If this Giant Must Walk: A Manifesto for a New Nigeria
 
Dreaming Marissa Sánchez Music Video Treatment
Dreaming Marissa Sánchez Music Video TreatmentDreaming Marissa Sánchez Music Video Treatment
Dreaming Marissa Sánchez Music Video Treatment
 
My Presentation "In Your Hands" by Halle Bailey
My Presentation "In Your Hands" by Halle BaileyMy Presentation "In Your Hands" by Halle Bailey
My Presentation "In Your Hands" by Halle Bailey
 
Mohammad_Alnahdi_Oral_Presentation_Assignment.pptx
Mohammad_Alnahdi_Oral_Presentation_Assignment.pptxMohammad_Alnahdi_Oral_Presentation_Assignment.pptx
Mohammad_Alnahdi_Oral_Presentation_Assignment.pptx
 

2i Rete Gas - Debt Investor Presentation

  • 2. 2 Disclaimer This presentation has been prepared by and is the sole responsibility of 2i Rete Gas S.p.A. (the “Company” or “2iRG”). As used herein, “Presentation” means this document, any oral presentation, the question and answer session and any written or oral material discussed or distributed during the presentation. The Presentation comprises written material/slides which provide information already available to the public on the Company, its Holdcos and its subsidiaries (together, the “Group”). The information contained in this Presentation has not been verified, approved or endorsed by or independently verified by any independent third party. Save where otherwise indicated, the Company is the source of the content of this Presentation. Care has been taken to ensure that the facts stated in this Presentation are accurate, and that the opinions expressed are fair and reasonable. However, no representation or warranty, express or implied, is made or given by or on behalf of the Group, or the management or employees of Company, or any other person as to the accuracy, completeness or fairness of the information or opinions contained in this document or any other material discussed at the Presentation. None of the Company nor any of its subsidiaries nor any other person accepts any liability whatsoever for any loss howsoever arising from any use of this Presentation or its contents or otherwise arising in connection therewith. This Presentation is not intended for potential investors and does not constitute, or form part of, any offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of, or any solicitation of any offer to underwrite, subscribe for or otherwise acquire or dispose of, any debt or other securities of the Company, Holdcos or any of its subsidiaries (“securities”) and is not intended to provide the basis for any credit or any other third party evaluation of securities nor shall it or any part of it or the fact of its distribution form the basis of, or be relied on in connection with, any contract or commitment whatsoever. If any such offer or invitation is made, it will be done so pursuant to separate and distinct documentation in the form of a prospectus, or a translation of the prospectus into English language (a “prospectus”) and any decision to purchase or subscribe for any securities pursuant to such offer or invitation should be made solely on the basis of such prospectus and not this Presentation. The information and opinions contained in this Presentation are provided as at the date of this presentation and are subject to change without notice. This Presentation is not an offer of securities for sale in the United States or any other jurisdiction. Neither this Presentation nor any part or copy of it may be taken or transmitted into the United States or distributed, directly or indirectly, in the United States as that term is defined in the U.S. Securities Act of 1933, as amended (the “Securities Act”). Neither this Presentation nor any part or copy of it may be taken or transmitted into Australia, Canada or Japan, or distributed directly or indirectly in Canada or distributed or redistributed in Japan or to any resident thereof. Any failure to comply with this restriction may constitute a violation of U.S., Australian, Canadian or Japanese securities laws. The distribution of this Presentation in other jurisdictions may be restricted by law and persons into whose possession this Presentation comes should inform themselves about, and observe, any such restrictions. The Company’s securities have not been and will not be registered under the Securities Act and may not be offered or sold in the United States except pursuant to an exemption from, or transaction not subject to, the registration requirements of the Securities Act. This Presentation includes certain forward looking statements, projections, objectives and estimates reflecting the current views of the management of the Company with respect to future events. Forward looking statements, projections, objectives, estimates and forecasts are generally identifiable by the use of the words “may”, “will”, “should”, “plan”, “expect”, “anticipate”, “estimate”, “believe”, “intend”, “project”, “goal” or “target” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements include, but are not limited to, all statements other than statements of historical facts, including, without limitation those regarding the Group's future financial position and results of operations, strategy, plans, objectives, goals and targets and future developments in the markets where the Group participates or is seeking to participate. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward -looking statements as a prediction of actual results. The Company's ability to achieve its projected objectives or results is dependent on many factors which are outside management's control. Actual results may differ materially from (and be more negative than) those projected or implied in the forward-looking statements. Such forward-looking information involves risks and uncertainties that could significantly affect expected results and is based on certain key assumptions. All forward-looking statements included herein are based on information available to the Company as of the date hereof. The Company undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required by applicable law. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. This Presentation is strictly confidential and is being provided to you solely for your information and may not be reproduced, further distributed to any other person or published, in whole or in part, for any purpose without the prior written consent of the Company. By attending this Presentation you agree to be bound by the foregoing limitations and represent that you are a person who is permitted to receive information of the kind contained in this Presentation. Furthermore, by attending this Presentation you represent being aware of all requirements and limitations provided by applicable securities laws and regulations regarding the distribution and dissemination of information or investment recommendations and you undertake not to breach any of such provisions. None of the Company, or any of their respective affiliates, members, directors, officers or employees nor any other person accepts any liability whatsoever for any loss howsoever arising from any use of this Presentation or its contents or otherwise arising in connection therewith, including any liability deriving from the breach by you of your duty to confidentiality. This Presentation is exempt from the general restriction (in section 21 of Financial Services and Markets Act 2000) on the communication of invitations or inducements to engage in investment activity pursuant to the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the FPO) on the grounds that it is intended for distribution in the United Kingdom only to persons who (i) are qualified investors (within the meaning of the Prospectus Directive 2003/71/EC) and (ii) who have professional experience in matters relating to investments who fall within the definition of investment professionals in Article 19(5) of the FPO and/or to high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2)(a) to (d) of the FPO or to those persons to whom it may otherwise be lawfully communicated (in each case referred to as Relevant Persons). The information contained in this Presentation is not intended to be viewed by, or distributed or passed on (directly or indirectly) to, and should not be acted upon by any class of persons other than Relevant Persons. It is a condition of your receiving this Presentation that you represent and warrant to the Company that (i) you are a Relevant Person; and (ii) you have read and agree to comply with the contents of this notice. In the event that a person who is not a Relevant Person receives this Presentation, such person should not act or rely on this Presentation. Neither the Company, not any other member of the Group or affiliates, nor any adviser or person acting on their behalf shall (without prejudice to any liability for fraudulent misrepresentation) have any liability whatsoever for loss however arising, directly or indirectly, from the use of information or opinions communicated in relation to this Presentation.
  • 3. 3 Table of Contents 1. INTRODUCTION 2. CREDIT HIGHLIGHTS 3. FINAL REMARKS 4. APPENDIX
  • 5. 5 Today’s Speakers [Foto] Antonio Pettini Chief Financial Officer In 2iRG since 2009 12 years of experience in the sector Previous experience CFO of Italcogim Energie GdF Suez group British Gas Marconi Communications [Foto] Gianclaudio Neri Chief Executive Officer In 2iRG since 2009 5 years of experience in the sector Previous experience CEO and COO of Rodriquez Cantieri Navali – Intermarine S.p.A COO of Piaggio CEO and COO of COS- Gruppo ALMAVIVA Operating Director of Telecom Italia Mobile and Managing Director of a Business Unit (“Private Clients Telecom”) Gianni Rossetto Head of Regulatory Affairs In 2iRG since 2003 21 years of experience in the sector Previous experience “Head of Tender Offers and Concessions” division and responsible for the regulatory relationships management with AEEGSI Enel Distribuzione Gas So.Ge.Gas S.p.A. Camuzzi Gazometri
  • 6. 6 2iRG at a Glance 2iRG is the #2 player in the Italian gas distribution market 2iRG is an independent gas distribution operator in Italy, with a widespread and geographically diversified network of concessions over the whole Italian territory In 2013, 2iRG generated €846m revenues (including €116m for IFRIC 12 effect) and €383m EBITDA 2IRG is controlled by infrastructure funds managed or advised by: F2i, an institutional long term investor ARDIAN, a premium independent private investment company Both F2i and ARDIAN are long term financial investors with a strong industrial approach to foster business development and qualify clearly as “strategic investors” Current Group Structure F2i I Finavias 75.0% 25.0% FRI 85.104%(2) F2i II Axa I. H.(1) 55.0% 45.0% FRI 2 14.802%(2) Main Operating Data(4) Regional presence (#) 18 ATEM presence (#) 137(5) Re-delivery points (“rdp) (m) 3.8 Distributed volumes (bcm) 5.9 Municipalities under management (#) 1,961 Employees (#) 2,042 Net Invested Capital (€ bn) 2.5 Grid extension ('000 km) 57 Gross capex (€ m) 136 The Group(3) 2iRG Corporate History 2000 Enel Rete Gas (today 2iRG) entered the gas distribution business 2009 2011 2013 80% of 2iRG acquired from Enel In December, Enel minority in 2iRG bought out through FRI2 Acquisition E.On Italia distribution gas and G6 Rete Gas ~2.2m ~1.6m Clients growth ~3.8m Source: Company data. Note: (1) AXA Infrastructure Holding; (2) 0.094% Minorities and treasury shares; (3) The Group including subsidiaries GP Gas S.r.l., Italcogim Velino S.r.l. (in liquidation) and Italcogim Trasporto S.r.l.; (4) 2013 data; (5) Out of 177 “multi-municipality areas” (Ambiti Territoriali Minimi or “ATEMs”),indicated by the Ministry of Economic Development (“MED”)
  • 8. 8 Credit Highlights 2# largest gas distribution operator in Italy and well positioned to drive further market consolidation 1 Stable and supportive regulatory framework with no volume exposure 2 Predictable financial performance and strong liquidity 3 Experienced management team with a strong track record of business integration 4
  • 9. 9 2# largest gas distribution operator in Italy and well positioned to drive further market consolidation 1 Stable and supportive regulatory framework with no volume exposure 2 Predictable financial performance and strong liquidity 3 Experienced management team with a strong track record of business integration 4
  • 10. 10 Overview of Italian Gas Market Liberalized market with an independent regulatory Authority 1 Upstream Midstream Downstream Storage Transport (national and regional) Distribution Retail sales and small/medium industries Import 62.0 Capacity: 15.6 70.1 34.4 Production Industrial users Power stations Data in bcm (2013) Regulatory Authority Players Market structure •Eni, Edison, Enel and others •Snam (Stogit), Edison •Snam (Snam Rete Gas), SGI •Snam (Italgas), 2iRG, Hera, A2A and others •ENI, Enel ,Edison and others Concentrated market with opportunistic competition Fragmented market with accelerated consolidation Market dominated by few players Value chain • Authority for Electricity, Gas and Water (“AEEGSI”) •Tariffs; Access conditions and Quality of service and safety 7.7 14.5 21.2 Source: MED and Company Data 34.4
  • 11. Gas Consumption in EU (Data in Bcm, 2013) – Top Six Countries 11 Italy is the 3rd Largest Gas Market in Europe… One of the largest gas markets with low infrastructure costs With a total natural gas consumption of 70.1 bcm, Italy is the third largest European market after Germany and UK The relative weight of infrastructure costs, as part of the Italian gas price composition, is the lowest across the main European countries (15%) In particular, the impact of the distribution infrastructure on the end users’ price is very limited (12% in total, including system charges) 1 88.5 79.2 70.1 46.1 40.3 30.9 Germany UK Italy France The Netherlands Spain Natural Gas Price Analysis – European Comparison Data in € cents/cm 91.84 83.94 75.22 69.63 67.97 58.14 1.56 0.84 3.01 30.93 13.43 14.01 19.31 0.70 14.29 10.44 15.80 18.80 2.45 6.39 16.31 2.91 12.51 12.21 45.34 50.36 42.12 39.69 36.70 36.63 Italy Spain Belgium France Germany UK Breakdown of Natural Gas Price in Italy 1.2% 10.4% Storage 3.9% Raw material and commercial Infrastructure Tax System charges Raw material Infrastructure Tax System charges Commercial- Retail Commercial- Wholesale 3.7% Infrastructure Distribution Transport 15.3% 41.5% 3.9% 33.7% 1.7% Source: Company data and Elaboration of AEEGSI Annual report 2013
  • 12. 12 …With a Still Fragmented Gas Distribution Market… Main players within the Italian markets are: (i) large Italian energy and utility players, (ii) local utilities; (iii) small operators controlled by local municipalities and (iv) private companies Over the last few years, the market has experienced a consolidation wave that reduced the number of distributors (from 780 in 2000 to 229 in 2013) Although the number of players remains sizeable, the market is increasingly concentrated: the 35 “very large” and “large” players control 83% of the market in terms of volumes distributed Legislative framework in place to achieve further consolidation with the creation of 177 ATEMs Italgas 50% 2iRG50% Hera50% IREN50% A2A50% Ascopiave50% Toscana Energia50% 1st distributor 50% Other distributors 50% No gas area Size Pdr (#) Distributors (#) Volumes Distributed Very large 500 k 8 (5 groups) 57% Large 500k ; 100k 27 26% Medium 100k ; 50k 19 6% Small 50k ; 5k 112 10% Very small 5k 63 1% Source: AEEGSI, MED and Snam Rete Gas data Note: (1) Based on 177 ATEMs A consolidation process is under way where size is a key factor Geographical Split and Distributors’ Clusters(1) Evolution of # Distributors (2000-2013) 1 -71% ? 780 716 693 560 480 430 360 338 295 259 246 239 236 229 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2019
  • 13. 13 2iRG is well positioned to grow in the Italian market thanks to the upcoming tender process Market Shares by Rdp(1) (2013) 0.5 0.4 1.4 1.2 9 8 7 6 5 4 3 2 Market Shares by Network Length(1) (2013) Presence in 137 ATEMs Market share 25-50% 2iRG is the 2nd largest gas distribution operator in Italy Distribution network consisting of approx. 57,000km Distributing approx 5.9bcm of gas in 2013 3.8m customers across 1,961 municipalities Mkt share% 23% 22% 6% 3% 3% 3% 2% 2% 35% In ‘000 km Others Mkt share% 17% 6% 5% 4% 2% 2% 1% 35% In m Others 8.2 7.5 6.6 6.2 57.1 9 8 7 6 5 4 3 2 Source: Company data and AEEGSI Note: (1) Italgas data includes 100% Napoletana Gas, 49% AES, and 48% Toscana Energia; Hera includes 100% Acegas-APS; IREN includes 100% IREN Emilia and Genova Reti Gas and 51% AES; (2) Including GP Gas network 28% …Where 2iRG Plays a Leading Role 2iRG Presence (2) 89.6 5.8 16.0 56.6 1 7.9 0.3 0.9 3.8 6.5 1 Low concentration risk Perugia concession: 2% Top 3 concessions: 5% Top 10 concessions:11% 50% 25% 1
  • 14. 14 Key Take-Aways 2# largest gas distribution operator in Italy and well positioned to drive further market consolidation 1 Key Factors Impacts 2nd Italian player in the gas distribution market with a market share of ~17% in terms of rdp Widespread distribution network throughout the country Economies of scale, high barriers to entry and high efficiency Automatically extended existing concessions so far as all the related tenders are not executed and closed (“prorogatio”) Positioned as a long-term winner in the industry consolidation resulting from the ATEM reorganisation process Benefits from profitability improvements linked to the rationalisation of current concession areas 1
  • 15. 15 2# largest gas distribution operator in Italy and well positioned to drive further market consolidation 1 Stable and supportive regulatory framework with no volume exposure 2 Predictable financial performance and strong liquidity 3 Experienced management team with a strong track record of business integration 4
  • 16. 16 Remuneration Regime: a Transparent and Established Methodology Local Net Invested capital or “Local RAB” (Historical revaluated cost ) WACC Distribution: 6.9% WACC Metering: 7.2% The depreciation is calculated based on depreciation schedules provided by the Regulator and differentiated for each asset category Regulator applies a € amount per redelivery point Distribution activities Metering activities Commercial activities (addressed to gas sales Metering companies) reading activities Centralised Net Invested capital or “Centralised RAB” (i.e. IT, headquarters etc, calculated by a parametric approach) % weight on revenues Allowed Revenues or VRT (“Vincolo Ricavi”) Return on RAB Depreciation Operating Costs RAB WACC Technical Life of the Assets Distrib.on Metering Comm.al 35% 30% ~35% ~35% ~30% Regulation protects from volume risk RAB and Depreciation yearly updated by gross investment deflator Operating costs updated yearly by CPI and X-factor 2
  • 17. 17 Stable and Supportive Regulatory Framework Continuity of methodology ensures high predictability and preserves the attractiveness of the business 2 IV Regulatory Period (2014–2019) Revalued historical cost method confirmed Parametric methodology confirmed Subsidies and contributions are subtracted from the RAB at 80% (t-1) capex recognised in RAB Payment for acquisition of new concessions by tender integrally included in RAB RAB Distribution: 6.9% Metering: 7.2% Calculation of WACC revised every two years (update of risk free rate i.e. Italian 10 year Italian BTP) Return on RAB (WACC) Opex calculated on the basis of size of operator and client density confirmed Efficiency factors: Distribution: 1.7% (up to 2016) Metering and Commercialization: 0.0% (up to 2016) Revision every three years Opex and Efficiency X-Factor Protective termination compensation mechanism The out-going distributor is remunerated with the residual industrial value of the assets (“VIR”) Once VIR is paid, it represents the reference value for tariff calculation (i.e. RAB) Key Items Timely recovery of operating expenditures including depreciation and a fair return on investments Continuity in CAPM and risk free parameters and clear review process Regulation framework designed to support efficiency and economy of scale Robust compensation mechanism mitigating the financial / capital structure aspects of concession termination risk
  • 18. 18 Clear Legislative Framework for ATEM Tender Process From a fragmented to a more concentrated and efficient distribution of concessions Starting from the end of 2011, the Italian market has been divided into 177 ATEMs (from current 6,989 municipalities). For each ATEM, a 12-year concession will be assigned through public tenders Most of existing “old regime“ concessions expired in 2012 but were automatically extended until tenders are executed (“prorogatio”) A tender process timetable for these ATEMs was set by Law (DM 266/11) The likely timetable for the completion of the ATEM tenders is around 4-5 years Assets owned by operators transferred to the new operator upon payment of a redemption value (as envisaged by Law) New tender process favours the largest players enabling an optimisation of the concessions portfolio, an increase of returns and a reduction of concession renewal risk Criteria for assessing the ATEM tenders The larger Incumbent operators in the new ATEM concession areas will have a competitive advantage Not the key determinants of ATEM concession awards Qualitative and Operational factors Economic factors 2
  • 19. 19 Key Take-Aways Stable and supportive regulatory framework with no volume exposure 2 Key Factors Impacts Regulatory period from 4 yrs (2009-2012) to 6 yrs (2014-2019) AEEGSI: Independent regulatory Authority Simple and transparent RAB-based system Protective termination compensation mechanism Sector consolidation through ATEMs Regulation as incentive to optimise costs Predictable financial and operative cash flow policy Optimised capex planning due to RAB remuneration and recovery value at termination Growth opportunity for large players with credit protection deriving from terminal value (VIR) 2
  • 20. 20 2# largest gas distribution operator in Italy and well positioned to drive further market consolidation 1 Stable and supportive regulatory framework with no volume exposure 2 Predictable financial performance and strong liquidity 3 Experienced management team with a strong track record of business integration 4
  • 21. 60.0% 55.0% 50.0% 45.0% 40.0% 35.0% 30.0% 25.0% 40.0% 30.0% 20.0% 10.0% 0.0% -10.0% -20.0% -30.0% 21 Predictable Financial Performance and Strong Liquidity Revenues and EBITDA (in € m) Fully regulated revenues and EBITDA Stable revenue trend historically, while increasing EBITDA thanks to cost optimisation from 2012 to 2013. 2011 includes 3 months consolidation of E.On Italia distribution gas and G6 Rete Gas Stable level of invested capital and Adjusted Net Financial Debt Increasing level of Funds From Operations sustained by improving operating performances The new regulatory period provides visibility for the next 6 years notwithstanding an initial impact on revenues and EBITDA 1,200.0 1,000.0 800.0 600.0 400.0 200.0 54.7%(2) 33(3) 33(3) Note: (1) Revenues net of IFRIC 12 revenues; (2) Excluding extraordinary items; (3) Extraordinary items Funds From Operations and FFO/Adj Net Financial Net Invested Capital and Adjusted Net Financial Debt (in € m) Debt (in € m) 2,536 2,436 2,456 1,654 1,584 1,588 3,000.0 2,500.0 2,000.0 1,500.0 1,000.0 500.0 - 2011 2012 2013 Net Invested Capital Adj Net Financial Debt Note: (4) Net Invested Capital including negative fair value of IRS hedging. Adjusted Net financial debt excluding derivative liabilities and residual liability for IRS unwinding 470 715 730 272 367 383 3 67 79 57.8% 51.4% 52.4% 20.0% - 2011 2012 2013 Revenues EBITDA Net Income margin% 96 234 248 5.8% 14.7% 15.6% -40.0% 500.0 450.0 400.0 350.0 300.0 250.0 200.0 150.0 100.0 50.0 - 2011 2012 2013 FFO FFO/Adj. Net Debt% Note: (5) Cash Flow from Operating activities excluding change in working capital and including cash net financial charges 3 (1) (4) (4) (5)
  • 22. 22 Low Risk Payment and Settlement System While regulation protects from volume risk… Revenue Breakdown by Clients(1) 47% 16% 2% 4% 11% 20% Others “Access Code” Provisions Protect from Bad Debts Source: Company data. Note: (1) Ratings SP/Moody’s/Fitch; (2) 2013 distribution revenues (BBB/Baa2/BBB+) (A/A1/n.a.) (BBB+/Baa3/n.a.) (A/A3/A+) (A-/A3/A-) Tot.: €591m(2) …high quality clients limit counterparty risk Regulation Protects from Volume Risk VRT is defined every year Monthly billing to gas sales companies based on delivered volumes Adjustment (equalisation) between VRT and actual revenues (total billed yearly amount) Billing on a monthly basis According to the agreement with traders “Access Code”: Payments are settled in 60 days from gas distribution service Bank guarantees cover 25% of the yearly billed amount related to each gas sales company 3
  • 23. 23 Prudent Financial Practices Interest rate policy BBB/negative (SP)(1), Baa2/stable (Moody’s) 2iRG required to keep a solid investment grade credit profile by its shareholders The shareholders aim to maintain a low risk investments profile in line with other assets owned by them and other infrastructure funds in the market The Group targets a capital structure with a minimum level of 65% of fixed rate debt The remaining floating rate exposure will not be hedged as the Company considers its WACC-related revenues as a natural hedge Leverage and rating Management strongly committed to financial discipline Dividend policy 2iRG is planning to give regular and predictable cash returns to its shareholders in the form of cash dividends according to the overall leverage and rating policy Capex policy Significant discretion over the scheduling of capex programme Flexibility over the ATEM investment plan Optimised capex planning due to RAB remuneration and recovery value at termination 3 The Group is cash positive and the working capital facility has never been drawn over the last 3 years Liquidity is managed through banking facilities raised in the ordinary course of business and cash on the balance sheet Additionally, the refinancing package envisages a €400m combined capex and working capital facility Liquidity management Note: (1) Preliminary rating
  • 24. 24 Key Rating Highlights “Our business risk profile assessment reflects our view of 2i Rete Gas' low-risk regulated operations in the gas distribution sector and our assessment of Italy's regulatory framework as solid and transparent, insulating Italian regulated gas distribution utilities from the country's weak economic fundamentals. In our view, the business risk profile is constrained by some uncertainty over the outcome of the gas concessions retendering process in Italy over 2014-2016, in relation to which the issuer intends to concentrate its presence on a smaller number of service areas (so-called ATEMs) where it would fully manage the concession and improve the potential for cost synergies with a positive impact on the profitability of operations. These risks are mitigated by our view that the concession retendering process will result in a substantial consolidation of the currently highly fragmented gas distribution market in Italy where we would expect 2i Rete Gas to remain a preeminent player.” “The negative outlook reflects that on Italy. We believe that 2i Rete Gas' capacity and willingness to meet its debt obligations is currently not superior to the sovereign's, owing to the refinancing risk linked to the group's bridge-to-bond facility, which it intends to refinance in the market in 2015.” “The Baa2 issuer rating reflects the company's fairly low risk business profile. The rating incorporates (1) company's focus on regulated gas distribution activities, backed by a credible and supportive regulatory framework, which ensures a high degree of cost recovery and a fair remuneration of investments and capital base and has been consistently applied for more than 10 years by AEEGSI, the Italian independent regulatory body for energy and water sectors; (2) no volume risk as distribution networks tariffs are entirely based on capacity, and limited affordability concerns, as gas distribution charges account for 14% of householders' bills; (3) a high degree of operating efficiency, as the company consistently received technical rewards allocations and was able to outperform its regulatory operating expenses allowance in recent years; (4) limited investment burden, as 2iRG expects to run a capital expenses programme of EUR1.6 billion between 2014-19, ie., 8% to 10% of the existing fixed assets base on an annual basis, on a number of small-scale interventions of modest technical complexity.” Standard Poor’s BBB / Negative Outlook(1) Moody’s Baa2 / Stable Outlook 3 Note: (1) Preliminary rating
  • 25. 25 Supporting Growth and Preserving Sounding Capital Structure Refinancing Main Goals Well positioned within investment grade credit rating (SP(1): BBB; Moody’s: Baa2) EMTN programme established Group of 6 major banks committed to subscribe €1.75bn credit lines (of which €0.4bn Capex/RCF line). Facility Agreement expected to be signed shortly Seek a maturity coherent with business profile Establish access to Capital Markets Financial Flexibility Current Debt Structure(2) Post Refinancing Debt Structure(2) Bond: size and tenor to be determined Bridge: 12 + 6 + 6 months tenor up to €600m Term loan: €750m with 5 year tenor Capex/RCF: respectively €300m and €100m committed facilities (5 year tenor) 89% 9%2% Bank facilities - 2iRG Bank facilities - FRI Bank facilities - FRI2 Bank facilities Bond + Bridge Term loan 2iRG: €1,750m with 5 year tenor (expiry 2018) Term loan Holdcos: €210m with 5 year tenor (expiry 2018) Capex/RCF: respectively €300m and €40m committed facilities (5 year tenor, expiry 2018) Note: (1) Preliminary rating; (2) Including financial debt at FRI and FRI2 level Capital Market to become a stable/long-term source of funding ~60% ~40% 3
  • 26. 26 Corporate Reorganisation Merger at HoldCos level Merger between 1 2 HoldCo and 2iRG 100.0% • Merger by incorporation of FRI2 to FRI • The process is expected to be completed in a few weeks time • Merger by incorporation of 2iRG in FRI (renamed 2iRG) • The process is expected to be completed by the end of December 2014 since all the usual merger formalities are required Streamlining corporate structure Process expected to be completed by the end of 2014 F2i I Finavias FRI 99.906%(1) F2i II Axa I. Fund III Step 1 F2i I Finavias 99.906(1)% F2i II Axa I. Fund III Step 2 Note: (1) 0.094% Minorities and treasury shares 3
  • 27. 27 Key Take-Aways Predictable financial performance and strong liquidity 3 Key Factors Impacts Excellent track record of financial and economic performances Strong liquidity profile Low cash flow volatility Solid balance sheet Strong focus on cost optimisation Debt structure consistent with cash generation profile 3
  • 28. 28 2# largest gas distribution operator in Italy and well positioned to drive further market consolidation 1 Stable and supportive regulatory framework with no volume exposure 2 Predictable financial performance and strong liquidity 3 Experienced management team with a strong track record of business integration 4
  • 29. 29 Experienced Management Team Headquarter Local operations Solid and lean organization strengthening local control and efficiency CEO HR Procurement Legal Audit COO 6 regional departments 29 local units Regional Local units offices Integration CFO Business Development Following the acquisitions of E.On Rete and G6 Rete Gas, the 2iRG management has implemented a new successful organization: Deliver financial targets Deliver operational efficiencies Harmonize organizational processes Management and organizational structure already designed to approach the next round of concessions’ tenders in a successful way 4 Regulatory Affairs
  • 30. 30 Successful Track Record of Business Integrations and Synergies € m 20 15 10 5 0 2011 2012 2013 2014 2015E 2016E 2017E 2018E 2019E Main acquisitions completed: Acquisitions And Integrations Completed Clients, in ‘000 4,000 3,500 3,000 2,500 2,000 1,500 1,000 500 0 Gruppo Camuzzi (2002): approx. 1,000k clients E.On Rete (2011): approx. 600k clients G6 Rete Gas (2011): approx. 1,000k clients Significant efforts to integrate all acquired companies in terms of organisational structure, approach with local municipalities, ICT, accounting and administrative systems Jan. 2000 By 2002 ~3,800 Source: Company data F2i and ARDIAN 4 Significant experience in delivery integration targets 2013 Synergies Internalization of staff functions One integrated Headquarter and full internalization of previously out-sourced services Rationalize and industrialize field operations Rationalize organizational structure on the Field and introduction of IT tools to manage local workplace remotely By 2009 E.On Rete G6 Rete Gas 40 companies acquired by 2002 70 companies acquired through E.On Rete and G6 Rete Gas 9 companies acquired by 2009 ~120 companies acquired First acquisition
  • 31. 31 Disciplined Investment Policy for Sustainable Growth 2iRG plans to grow while protecting a solid credit profile 1 Growth through ATEM tenders in Italy Supportive regulatory framework addressing concessions’ renewal, market concentration and asset value protection Dominant position in north-western and south-eastern Italy, where the 2iRG will strengthen its presence and leverage any potential economy of scale Optimisation of concession portfolio 2 Investments to increase profitability in a mature business Capex driven by new redelivery points as well as maintenance of the existing network Pioneer in adoption and deployment of smart metering 3 More competitive cost structure Continuous focus on operating and technical excellence Reaping the benefits from significant in-sourcing after ownership changes and synergies from integration Economies of scale arising from ATEM tenders Savings from investments in electronic meters and ICT infrastructure 4 ~ €1.6bn of investment plan up to 2019
  • 32. 32 Key Take-Aways Experienced management team with a strong track record of business integration 4 Key Factors Impacts Steady and cohesive management team A proven track record in terms of business integration and operating efficiencies Management expertise based on large/top tier energy players in previous experience Continuous optimisation of cost structure and tight financial control Integration and in-sourcing completed Ability to manage the upcoming intense ATEM tenders period 4
  • 34. 34 Credit Highlights 2# largest gas distribution operator in Italy and well positioned to drive further market consolidation 1 Stable and supportive regulatory framework with no volume exposure 2 Predictable financial performance and strong liquidity 3 Experienced management team with a strong track record of business integration 4
  • 36. 36 Key Financials PL €m 2012 2013 Distribution and other 591.6 590.9 Connection fees 24.0 22.4 Other sales and services 19.7 23.2 IFRIC 12 133.0 116.4 Other revenues 79.6 93.3 Total Revenues 848.0 846.3 Labour cost (110.2) (111.3) Raw material cost (31.4) (32.0) Service cost (256.3) (226.4) Other costs (64.4) (76.3) Provisions (20.1) (18.5) Incr. in fixed assets not subject to IFRIC 12 1.7 0.9 Total costs (480.7) (463.6) EBITDA 367.2 382.6 EBITDA % (ex IFRIC 12 impact) 51.4% 52.4% EBIT 216.4 238.5 EBIT % (ex IFRIC 12 impact) 30.3% 32.7% Net Income 67.3 79.2 Balance Sheet €m 2012 2013 Net fixed assets 2,381.5 2,388.5 Net working capital 62.1 97.9 Total provisions (7.4) (30.2) Net invested capital 2,436.2 2,456.2 IRS unwinding 36.2 30.2 Net Financial Position 1,584.1 1,587.8 Shareholders' equitiy 816.0 838.2 Total Sources 2,436.2 2,456.2