Acquisition of control of Futura
As part of the consolidation activities following the acquisition of the Unieco's Waste Management Division, on 30 March 2021, Iren Ambiente acquired from S.I.T. - Società Igiene Territorio S.p.A. a further stake in Futura S.p.A., representing 20% of the share capital. The purchase price amounts to 1.1 million euro; following the transaction, the Iren Group holds a total stake of 60%.
Futura is based in Grosseto and operates a mechanical-biological treatment plant, with a composting section for the organic fraction.
Shareholders' Meeting
At their Ordinary Meeting on 6 May 2021, the Shareholders of Iren S.p.A. approved the Parent’s separate financial statements at 31 December 2020 and the Directors’ Report, and resolved to distribute a dividend of 0.095 euro per ordinary share, confirming the proposal made by the Board of Directors. The Shareholders also:
- approved the first section (“2021 remuneration policy”) of the Report on the 2021 remuneration policy and on fees paid for 2020;
- issued a favourable vote on the second section (“Fees paid for 2020”) of the same Report;
- appointed the Board of Statutory Auditors and its Chairperson for the three years 2021-2022-2023 and determined the annual remuneration to be paid to the same board's regular members.
Agreement between Iren S.p.A. and the Chief Executive Officer and General Manager, Massimiliano Bianco
On 29 May 2021, Iren S.p.A. and Massimiliano Bianco reached an agreement for the consensual termination of the relationship with the Parent pursuant to which Mr. Bianco relinquished, effective immediately, the positions of Director, Chief Executive Officer and General Manager, as well as all powers and proxies granted to him.
The terms of the Agreement reached and the related economic conditions were approved by the Board of Directors of the Parent at its meeting held on the same date, after obtaining the favourable opinion of the Remuneration and Appointments Committee, also in the exercise of the functions envisaged by the regulations on transactions with related parties, as well as after preliminary investigation by the Parent's Control, Risk and Sustainability Committee.
Appointment of the new Chief Executive Officer and General Manager, Gianni Vittorio Armani
Following on from the above, on 29 May the Board of Directors co-opted an engineer, Mr. Gianni Vittorio Armani, into the Board and appointed him as Chief Executive Officer and General Manager, with the conferment of the relative mandates and powers after verification of the requisites for assumption of the position. The Board also approved the economic-contractual conditions of the new fixed-term executive employment relationship, taking into account the preliminary investigation carried out by the Remuneration and Appointments Committee.
Completion of the acquisition of Sidiren
On 16 July 2021, Iren Mercato completed the transaction for the acquisition of 100% of the share capital of Sidiren S.r.l., a newly established company to which the business unit from Sidigas.com S.r.l., operating in the sale of natural gas, was previously transferred. Sidiren holds a portfolio of approximately 52 thousand gas customers, of which approximately 95% are domestic, distributed in 78 municipalities prevalently in the Province of Avellino. The price of the acquisition was 30.2 million euro.
New Green Bonds of 200 million euro issued
As part of the Euro Medium Term Notes (EMTN) Program of 4 billion euro, on 7 October 2021, Iren S.p.A. successfully completed a new bond issue in the amount of 200 million euro. The bonds are part of the Green Bonds reserved for institutional investors issued on 10 December 2020 and maturing in January 2031 and augment the bonds already issued for an original amount of 300 million euro. The investments financed through this issue mainly concern the installation of smart meters and the improvement of waste collection and sorting activities.
The bonds, which have a minimum unit denomination of 100,000 euro, pay a gross yearly interest of 0.25% and were placed at an issue price of 94.954. The effective rate of return at maturity is 0.818%, corresponding to a yield of 67 basis points above the mid-swap rate.
Acquisition of control of Nove
On 12 October 2021, Iren Energia won the tender called by the Municipality of Grugliasco (Province of Turin) for the sale of 51% of Nove S.p.A., manager of the district heating service in the same municipality. The award price amounts to 5.4 million euro.
The company was already 49% owned by Iren Energia in the role of industrial partner. The planned investments on the heat distribution network concern an increase in the connected volumes from the current 2.3 Mm3 to about 3.8 Mm3 in the next few years.
Nove was merged into Iren Energia effective October 2021.
Business Plan 2021-2030
On 11 November 2021, the Board of Directors approved the Business Plan to 2030. Iren's 10-year extended growth strategy is based on three pillars:
- ecological transition, with progressive decarbonisation of all activities and strengthening leadership in the circular economy and sustainable use of resources;
- territoriality, with an extension of the scope of the activities carried out in the historical territories and the evolution as a reference partner for the communities by expanding the portfolio of services offered;
- quality, through the improvement of performance and the maximisation of customer/citizen satisfaction levels.
On this subject, the Group is aiming for:
- an EBITDA of 1.8 billion euro by 2030, the growth of which concerns all business sectors, particularly regulated and semi-regulated sectors;
- total investments over the plan of 12.7 billion euro. 61% of these, amounting to 7.7 billion euro, refer to development investments for internal lines, aimed at fostering the dimensional growth of the Group, mainly relating to renewable energy sources, waste selection and treatment plants, the extension of district heating networks and smart solutions projects. Unlike the previous business plans, capital expenditure on external lines, amounting to 1.8 billion euro (14% of the total), was included, primarily aimed at consolidating investees and participating in tenders for gas distribution and the Integrated Water Service in areas where the Group is currently incumbent or already present with other services. Finally, the remaining 25%, amounting to approximately 3.2 billion euro, is earmarked for maintenance investments.
- a Net financial position/EBITDA ratio by 2030 of 2.5x. Despite significant planned investments, the ratio is expected to remain below the 3.5x threshold over the plan horizon;
- Group profit of 500 million euro in 2030;
- an expected dividend of 0.10 euro/share for the 2021 profit, with an annual growth of 10% until 2025. In the second part of the plan horizon, the dividend per share will be 50-55% of the Group's profit.
Acquisition of Bosch Energy and Building Solutions Italy
On 30 November 2021, Iren Smart Solutions finalised the acquisition of 100% of Bosch Energy and Building Solutions Italy S.r.l., operating in the energy efficiency sector as an ESCo (Energy Service Company), specifically in the design, construction and management of integrated heating, air conditioning and cogeneration systems for public and private customers. The company, which operates mainly in northern Italy, will help expand, also in terms of know-how, the Group's activities in the energy efficiency sector, integrating in the range of services offered.
The company changed its name to Iren Energy Solutions effective 1 January 2022.
Rating
On 09 December 2021, the Standard & Poor's rating agency assigned, for the first time to the Iren Group, its long-term credit rating at the "BBB-" level with a "Positive" outlook. The same rating is also given to senior unsecured debt.
The "Investment Grade" rating from a second agency, after Fitch, expresses the Group's solid positioning in Italy, with a wide diversification of activities especially in regulated sectors and a significant territorial presence. Capital expenditures under the new Business Plan, primarily targeting organic growth and energy transition, combined with an expected continued improvement in credit metrics, support the "positive" outlook. From a financial point of view, the rating level assigned also expresses the Group's good liquidity profile.
Also in this context, on 22 December, the agency Fitch confirmed its "BBB" rating for Iren with a "Stable" outlook. This assessment is also based primarily on an analysis of the Business Plan to 2030, with particular reference to the investments planned in relation to the financial structure. The maintenance of a business portfolio consisting mainly of regulated and semi-regulated activities, the creation of value and the stability guaranteed by the integration of the various businesses are elements considered positive by the rating agency, together with the Group's liquidity profile.
Agreement for the acquisition of Alegas
Following the award of the specific tender procedure, on 29 December 2021, Iren Mercato signed a preliminary agreement for the acquisition of 80% of Alegas S.r.l. from AMAG S.p.A., a multi-utility based in Alessandria.
Alegas operates in the sale of gas and electricity and has a portfolio of 43 thousand customers, mostly retail, of which 36 thousand gas and 7 thousand electricity customers, almost entirely distributed in the Province of Alessandria.
The price for the acquisition of 80% was 16.7 million euro.
Award of the tender for the acquisition of concessions in gas distribution
On 31 December 2021, the consortium formed by Ascopiave (58%), ACEA (28%), and Iren (14%), after having won the tender for the sale by A2A of concessions in the natural gas distribution service, signed an agreement with the A2A Group for the acquisition of the related assets.
The overall scope of activities covered by the transaction includes 157 thousand Redelivery Points (PDR), distributed in 8 Regions and forming part of 24 Ambiti Territoriali Minimi (ATEM, Minimum Territorial Areas), for over 2,800 km of network. The economic value of the acquisition in terms of Enterprise Value is 126.7 million euro.
Among the assets subject to tender, Iren's scope of interest consists of concessions in 4 ATEMs, 1 of which in Lombardy and 3 in Emilia Romagna, for a total of approximately 12,300 PDR. The Enterprise Value is 17.7 million euro. The transaction is expected to close in the first half of 2022.