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News@Facts
September 2014
News@Facts N 3, September 2014
focus
TAG acquisition. Snam international
development goes ahead p. 3
News
EMTN program renewed for further 12
billion euro p. 3
News
Sustainability awards and events p. 3
News
Snam share confirmed in the Dow
Jones SustainabilityWorld Index p. 4
News@Facts Issue 3 /Year 5
Information as of 19 September, 2014
Registered at the Court in Milan
Registration n. 534
as of November 26, 2009
Chief Director: Patrizia Rutigliano
Editorial Director: Marco Porro
Snam SpA - Piazza Santa Barbara, 7
20097 San Donato Milanese (MI) - Italy
T.: +39 023703 7272
F.: +39 023703 7803
Digital technologies are quickly evolving, at a pace defined as
exponential, with effects increasingly disruptive on individuals’
behaviours and on the way companies are managed. The
pervasiveness of digital technologies and the ability to leverage on
them in order to improve efficiency and effectiveness of operations
portray a new entity, definable as digital company.
Snam has embraced this strategy having launched, some years
ago, a deep change process in ICT (Information, Communication
& Technology) technologies, named IT Transformation, with two
objectives of both ensuring continuous matching with technology
evolution and improving prompt responsiveness to business
needs.
Results 1H 2013 1H 2014 Change
GAS INJECTED INTO THE NETWORK (BCM) 34.49 32.78 -5.0%
TOTAL REVENUE (MN €) 1,775 1,782 +0.4%
EBITDA (MN €) 1,396 1,428 +2.3%
EBIT (MN €) 1,020 1,044 +2.4%
NET PROFIT (MN €)* 462 561 +21.4%
TECHNICAL INVESTMENTS (MN €) 490 526 +7.3%
In first half 2014 Snam EBIT presents a 2.4% increase; a result that looks even more
significant considering the still unfavourable market environment, proven by the 5.0%
decrease in gas injected into the network over the period.
The intervention: Message from Gloria Gazzano, Head of ICT at Snam
The iCT transformation process supporting snam growth
Performance: First half 2014 results
EBiT increases by 2.4%
Continue on page 2
Continue on page 2
(*)NetprofitisattributabletoSnam
Gloria Gazzano,
Head of ICT
€m
Cash flow
Depreciation &
other non
monetary assets
Change in
working capital
Cash flow
from operation
Free Cash Flow
Cash Flow from
shareholders’
equity
Change in net
debt 1H 2014
Net
investments
Net profit
1,000
800
600
400
200
-200
-400
-600
561
342 -256
647
-543
104
-508
-404
-
-
-
-
-
-
-
-
-
The 24 million euro increase in EBIT
benefits from higher revenue (+19
million) and lower operating costs (by
13 million), while it reflects the 8 million
euro increase in depreciation, mostly due
to the new infrastructure coming into
operation.The analysis by sector indicates
that consolidated EBIT benefits from the
positive performances both of storage
(+25 million euro) and distribution (+5
million), while it reflects the decline of
the same item for the transport business
(-2 million).
Net profit improves by 21.4% (+99
million euro), due to the EBIT increase of
24 million euro, the sizeable decrease (58
million) in net financial charges - favoured
by the financial optimisation underway -
and thanks to the 14 million increase in
net income from equity investments.
As of 30 June 2014 net financial debt
amounts to 13,730 million euro.
Cash flow from operations (647 million)
has largely exceeded the financing
needs for net technical investments
(543 million). After the payment to
shareholders of the balance of the 2013
dividend (507 million), net financial debt
increased by 404 million compared with
31 December 2013, when it was equal to
13,326 million euro.
continue L’intervento: Message from Gloria Gazzano, Head of ICT at Snam
The digitalisation activities that the Snam
ICT department has carried out, and is still
now carrying out under the aegis of the IT
transformation process, cover a very wide
spectrum of interventions.
Among these, the Mobility projects are
of utmost importance; they are aimed at
makingmostprocessesmanageablethrough
mobile devices (smartphones and tablets),
either at company business level (network
and asset management) and at staff level
(administration, HR, legal processes and
so on).
Furtherimportantexamplesofinterventions
are the development of smart metering
applications for gas distribution and the
consolidation of the Group IT systems in
one Data Centre, featuring a new concept
of high energy efficiency.
Operations’ processes present the highest
degree of evolution in terms of mobility:
our workforce on the field make use of
tablets (over 2,000, spread all over Italy)
to receive the daily to-do list, to give real
time feedback on interventions at assets
or final customers, to send information
gathered on the field such as pictures,
geographical coordinates, customer
signatures, and so on. Quality and speed at
which information is made available inside
the company have substantially increased;
the colleagues on the ground can rely on a
set of new devices to optimise their work,
such as the computerised cartography of
company assets, the satellite navigator,
the live videoconference to ask for remote
assistance and the email account.
Lastly, new data-sharing systems between
PC and tablets/smartphones are leading us
to enable the so called User Continuity; the
productivity inside company applications is
guaranteed crosswise, whatever the device
in use (PC, smartphone, tablet) or the
environment (office, out of office, on the
field); data are always real-time updated.
The mobile initiatives for the Operations
have allowed a significant improvement
in efficiency, quality and sustainability of
activities on the field.
The elimination of paper documents, the
dramatic decrease in the mileage of our
vehicles as well as in margins of error in
customer relations due to imprecision in
data transcriptions set an example of the
most significant achievements.
All of this has been made possible also
thanks to the radical re-foundation of
Snam infrastructure. With the NIS (Nuova
Infrastruttura Snam) program, the group
took an important step forward higher
sustainability, continuity of the IT service
and timeliness of business response. On
top of the consolidation of the eight Data
Centres into one structure with high
energy efficiency, the architecture of
Snam Systems has been standardised in
terms of hardware components, operating
systems and database, increasing the
reliability of IT solutions and simplifying
their management.
The Data Centre efficiency derives from the
particular cooling-down system adopted.
With the aim of disposing heat and cooling
the servers, outdoor air is used for at least
75% of hours yearly, through the direct
free-cooling technique, limiting the use
of air conditioning to 25% of time. Such
innovative technique positions the Snam
Data Centre among the most efficient and
green centres worldwide.
While preparing the new Snam Data Centre
for use, we set up a Disaster Recovery
secondary site, which hosts critical IT
applications for the execution of vital
company operations. Should an event
with a fatal impact on the Data Centre
unfortunately occur (e.g., an earthquake),
the Disaster Recovery site would be
promptly activated, thus guaranteeing
the availability of the essential IT systems
and, lastly, the continuity of business
operations.
Mobility and new Data Centre - two pillars
of the IT Transformation at Snam. Two
essential initiatives supporting, through
different ways, the growth of the Group.
continue Performance: First half 2014 results
News@Facts N 3, September 2014
The path of international development of
Snam will have a new milestone with the
acquisition of the stake in TAG (Trans Austria
Gasleitung GmbH) from CDP GAS. TAG is
the companyholdingthetransmissionrights
of the Austrian section of the pipeline that
connects Russia to Italy; before the closing
of the transaction, TAG will also become
the owner of the infrastructure, following
the transfer of a business unit by Gas
Connect Austria GmbH (OMV group), which
is shareholder of TAG together with CDP
GAS. Snam will therefore buy an 84.47%
stake of TAG share capital, with economic
rights equal to 89.22%. Gas Connect
Austria will control the remaining 15.53%
of TAG capital, with economic rights equal
to 10.78%.
The TAG acquisition, approved by the
Snam Board of Directors on 12 September
2014, strengthens the Group leadership in
the European landscape of infrastructure
operators. With the aim of an increasingly
deeper integration of Continental networks,
Snam can rely on a new key-asset in the
East-West energy corridor, also in light of
a potential reverse flow towards Central
Europe.
According to transaction structure, Snam
will execute a capital increase of a maximum
of 505 million euro, with exclusion of the
pre-emption right, reserved in favour of CDP
GAS, which will confer its stake in TAG.
The Extraordinary Snam Shareholders’
Meeting for the approval of the capital
increase will be convened by a date which
allows the closing to be completed no later
than 31 March 2015.
Snam will provide TAG with the funds
necessary to reimburse CDP GAS the
outstandingamountoftheshareholderloan
granted by the latter, which, as of 31 August
2014, amounted to 270 million euro.
Following the closing, the overall amount
will be subject to a potential adjustment
in cash, as per market practice, taking into
account changes in the actual amount of
net financial debt and the net working
capital of TAG as of 30 November 2014.
TAG 2014 economic results will pertain
to Snam.
The acquisition is between related parties,
sinceCDPisSnamshareholder-owning30%
of Snam capital through CDP RETI (entirely
held) - and controls 100% of CDP GAS.
The BoD approves the 505 million
euro transaction through which
Snam is going to acquire a key-asset
in the East-West energy corridor.
With the aim of providing continuity to the
process of financial optimization underway,
on 23 June 2014 the Board of Director of
SnamhasapprovedtherenewaloftheEMTN
program for a maximum overall value of up
to 12 billion euro and the issue, by June 2015,
of one or more bonds with an overall value
of up to 2 billion euro.
The EMTN program has allowed Snam to
successfully place around 9.95 billion euro
with institutional investors operating mainly
in Europe.
During 2014 Snam took part to the Assessment on
Transparency in Reporting on Anti-Corruption (TRAC),
promoted by Transparency International Italy, non-
governmental organization fighting corruption worldwide.
The assessment results obtained have attributed to Snam the highest possible
score for pro-activity and transparency in managing and communicating anti-
corruption programs. Again in terms of Sustainability, Snam has recently taken
part to the 2014 edition of the Rimini Meeting for the Friendship Amongst
Peoples, which for more than 30 years has been promoting dialogue among
people of different faiths and cultures. Snam has proposed, in particular to
families with children, an edutainment experience focused on “networking” and
integrating energy infrastructure and nature, in line with the themes that have
inspired the 2014 corporate campaign.
Focus: TAGAcquisition. Snam international development goes ahead
News: EMTN program renewed for further 12 billion euro
News: Sustainability awards and events
News@Facts N 3, September 2014
What are TAG features?
The Austrian pipeline, which can be operated bi-directionally, connects Baumgarten (on
the Austrian-Slovak border) with Arnoldstein (border between Austria and Italy) through
three parallel lines extending approximately 380 km each. The infrastructure, which
presents also five compression stations, supplies Italy, Slovenia, Croatia and the provinces
of Lower Austria, Styria, Burgenland and Carinthia. In fiscal year 2013 TAG reached total
revenue of approximately 320 million euro and EBITDA of 154 million euro. At 2013
year-end, net financial debt was equal to 393 million euro.
Terms of the capital increase
Maximum number of shares to be issued = 119 milioni
Maximum overall amount including share premium = 505 million euro
Date for the setting of the issue price = no earlier than 5 business days prior to the
closing
Issue price per share = weighted average of prices of the Snam stock in the 180 days
preceding the date for the setting of the issue price; in any case no lower than 3.60 euro.
Should the issue price multiplied by the maximum number of shares be lower than 505 million euro =>
the difference would be paid in cash.
Should the average of the last 180 dd be lower than 3.60 euro => the capital increase would not be
executed; 505 million euro would be paid in cash.
Snam and the financial markets
Since the beginning of 2014 the Snam stock has shown an 8.4%
increase, lower than the one of the sector benchmark index
and in line with the Italian stock market index. Such increase
reflects the market appreciation for the solid fundamentals
of the Company, once again confirmed by the interim results
released at the end of July.The positive performance of the stock
moreover reflects the visibility on Snam capability to generate
operating cash flows that fund the planned investments and
support an attractive earnings’ distribution over time, in line
with the pillars of Group strategy.
Over the last two months, in particular, the Snam share
performance has been initially penalized by the release of
disappointing levels of macroeconomic indicators and by the
uncertainties about the timing of economic recovery in Italy;
then the price moved up to previous levels, supported by
interest rates remaining at their all-time lows.
The consensus target price of the Snam share, representing the
average of target prices indicated by the analysts covering the
stock, follows a track of continuous improvement: from 3.9
euro as at the end of December 2013, it has gradually moved
up to the current level of 4.45 euro. Also the high of target-
prices has reached a level never experienced before: currently
it is equal to 5.0 euro, compared to 4.8 euro in the last issue of
News@Facts.
Three brokers, out of the 26 following Snam, have a target price
of 5.0 euro.
The picture of ratings remains substantially unchanged, with
the majority of ratings recommending to remain neutral (13)
or to buy the stock (10).
News@Facts N 3, September 2014
OFFICIAL LISTING MARKET > BORSA ITALIANA EQUITY MARKET
TYPE OF SHARES > AZIONI ORDINARIE
INDEX MEMBERSHIP > FTSEMIB / FTSE ALL-SHARE / EURO STOXX / EURO
STOXX UTILITY / STOXX EUROPE 600
ETHICAL INDEX MEMBERSHIP > FTSE4GOOD / ETHIBEL / CAPITAL PARTNERS /
DOW JONES SUSTAINABILITY WORLD/ STOXX GLOBAL ESG LEADERS INDICES
/ VIGEO WORLD 12O / VIGEO EUROPE 120 / GC100 / CDLI / MSCI GLOBAL
SUSTAINABILITY INDEX
CREDIT RATING > S&P’S: BBB+; MOODY’S: Baa1
CODES
ISIN > IT0003153415
REUTERS > SRG.MI
BLOOMBERG > SRG IM
HIGH (365 DD) > € 4.57 - 04 september 2014
LOW (365 DD) > € 3.59 - 16 september 2013
LAST DIVIDEND PAID (FINAL 2013) > € 0.15 - 22 may 2014
TOTAL N. OF SHARES OF THE SHARE CAPITAL > 3,381,638,294
MKT CAP (BILLION EURO) > 14.81
SNAMANDTHE STOCK EXCHANGE
TARGET PRICE CONSENSUS
NUMBER OF BROKERS 26
0 1 2 3 4 5
THIRD QUARTER 2014 REPORT.
30 OCTOBER 2014 > BoD
31 OCTOBER 2014 > Press Release and Conference Call
Pressreleasewillbeissuedinthemorning(non-tradinghours).
ConferenceCallsandStrategyPresentationtakeplaceintheafternoon.
2014 FINANCIAL CALENDAR
Stock price performance (2 January 2014 – 19 september 2014)
STOCK PRICE (CLOSING PRICE OF 19 september 2014 = 4.38 EURO)
COMPARED WITH SECTOR AND MARKET INDEX (BASE 2 jan.2014 =100).
BROKER RECOMMENDATIONS
NUMBER OF BROKERS 26
0 2 4 6 8 10 12 13
add/buy
outperform
hold/Neutral
reduce/SELL
underperform1
News: Snam share confirmed in the Dow Jones SustainabilityWorld Index
Even in 2014, for the sixth year in a row,
Snam has been confirmed as a costituent of
the Dow Jones Sustainability World Index,
the most important global index of social
responsibility, including 319 companies - of
which 12 Italian companies - selected among
an overall universe of 3,000 companies that
are potential candidates on the back of market
capitalisation criteria. Snam maintained a very
high score of 82 points, in line with 2013. The
significant improvements achieved in almost all
the sections of the Environmental Dimension
allow Snam to compete with the Best Scores
in the industry.
SNAM euro stoxx UTILITY FTSEMIB
Jan
2014
Feb
2014
Mar
2014
Apr
2014
May
2014
Jun
2014
Jul
2014
Aug
2014
Sep
2014
125
120
115
110
105
100
95
90 	 low3.5
	 high5.0
	 average4.4
13
5
5
2
in-depth in snam businesses – DisTRiBUTioN
News@Facts N 3, September 2014
53,308 km network length as of 30 June 2014.
3,521 milion m3
of gas distributed in the first half of 2014.
1,435 distribution concessions as of 30 June 2014.
5.9 million meters in use as of 30 June 2014.
iNVEsTMENT oBJECTiVEs
● optimise asset portfolio, also in view of the coming
concession tenders; the process would allow to gain further
operational cost efficiencies, through the achievement
of economies of scale.
● Develop new sections of the network in order to
extend coverage to currently un-serviced municipalities,
in accordance with regulatory requirements and/or
agreements with the licensing Entities.
● Improve the level of reliability and quality of the
distribution service, lifting the technological level of
metering through the introduction of digital meters.
2013 iNVEsTMENTs iN DisTRiBUTioN
Breakdownbyremunerationlevel
2014-2017
iNVEsTMENTs
iN DisTRiBUTioN
1.5 bn euro
(of which 0.3 billion in 2014)
DisTRiBUTioN oPERaTiNG iNVEsTMENTs (mn euro)
DisTRiBUTioN EBiT (mn euro)
Snam has planned to invest a total amount of 6.0 billion euro in Italy
in the 2014-2017 four-year period, of which around 25%, that is
1.5 billion euro, in the distribution business.
Projects included in the Plan and the optimisation of the business
portfolio in the 2014-2017 are expected to lead to an increase in the
number of meters up to 6.6 million units in 2017, with a growth of
approximately 12% vs. the 5.9 million units as at 2013 year-end.
Other
Metering
Network development and maintenance
Substitution of cast iron pipes
(2% premium for 8 years)
2013
2012
2011394
359
358
2013
2012
2011
626
559
505
The demerger of aEs Torino sets an effective example
about the way italgas is following to focus its asset
portfolio in the distribution sector, with the aim of
benefitting from an optimal structure in view of the
new concession tenders.
On 1st
July 2014 the non-proportional demerger of AES
Torino started to be effective, as a result of the agreement
signed on 9 April 2014 between the two shareholders, Snam
e IREN, which has led to the separation of the distribution
of natural gas and district heating activities. Prior to the
demerger the Turin company was 51% controlled by IREN
Energia (entirely owned by IREN) and 49% held by Italgas
(entirely owned by Snam); following to the transaction, the
IREN group exited from the share capital, being beneficiary
of the business relating to the distribution of district heading,
whilst Italgas, remaining the sole shareholder, has succeeded
in focusing on the distribution activity, returning to directly
manage the service in Turin, which represents the fourth
Italian municipality by population.
focus: AES Torino demerger
italgas & Napoletana Gas
italgas subsidiaries
other operators
10%
23%
15%
52%

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News@Facts September 2014

  • 1. News@Facts September 2014 News@Facts N 3, September 2014 focus TAG acquisition. Snam international development goes ahead p. 3 News EMTN program renewed for further 12 billion euro p. 3 News Sustainability awards and events p. 3 News Snam share confirmed in the Dow Jones SustainabilityWorld Index p. 4 News@Facts Issue 3 /Year 5 Information as of 19 September, 2014 Registered at the Court in Milan Registration n. 534 as of November 26, 2009 Chief Director: Patrizia Rutigliano Editorial Director: Marco Porro Snam SpA - Piazza Santa Barbara, 7 20097 San Donato Milanese (MI) - Italy T.: +39 023703 7272 F.: +39 023703 7803 Digital technologies are quickly evolving, at a pace defined as exponential, with effects increasingly disruptive on individuals’ behaviours and on the way companies are managed. The pervasiveness of digital technologies and the ability to leverage on them in order to improve efficiency and effectiveness of operations portray a new entity, definable as digital company. Snam has embraced this strategy having launched, some years ago, a deep change process in ICT (Information, Communication & Technology) technologies, named IT Transformation, with two objectives of both ensuring continuous matching with technology evolution and improving prompt responsiveness to business needs. Results 1H 2013 1H 2014 Change GAS INJECTED INTO THE NETWORK (BCM) 34.49 32.78 -5.0% TOTAL REVENUE (MN €) 1,775 1,782 +0.4% EBITDA (MN €) 1,396 1,428 +2.3% EBIT (MN €) 1,020 1,044 +2.4% NET PROFIT (MN €)* 462 561 +21.4% TECHNICAL INVESTMENTS (MN €) 490 526 +7.3% In first half 2014 Snam EBIT presents a 2.4% increase; a result that looks even more significant considering the still unfavourable market environment, proven by the 5.0% decrease in gas injected into the network over the period. The intervention: Message from Gloria Gazzano, Head of ICT at Snam The iCT transformation process supporting snam growth Performance: First half 2014 results EBiT increases by 2.4% Continue on page 2 Continue on page 2 (*)NetprofitisattributabletoSnam Gloria Gazzano, Head of ICT
  • 2. €m Cash flow Depreciation & other non monetary assets Change in working capital Cash flow from operation Free Cash Flow Cash Flow from shareholders’ equity Change in net debt 1H 2014 Net investments Net profit 1,000 800 600 400 200 -200 -400 -600 561 342 -256 647 -543 104 -508 -404 - - - - - - - - - The 24 million euro increase in EBIT benefits from higher revenue (+19 million) and lower operating costs (by 13 million), while it reflects the 8 million euro increase in depreciation, mostly due to the new infrastructure coming into operation.The analysis by sector indicates that consolidated EBIT benefits from the positive performances both of storage (+25 million euro) and distribution (+5 million), while it reflects the decline of the same item for the transport business (-2 million). Net profit improves by 21.4% (+99 million euro), due to the EBIT increase of 24 million euro, the sizeable decrease (58 million) in net financial charges - favoured by the financial optimisation underway - and thanks to the 14 million increase in net income from equity investments. As of 30 June 2014 net financial debt amounts to 13,730 million euro. Cash flow from operations (647 million) has largely exceeded the financing needs for net technical investments (543 million). After the payment to shareholders of the balance of the 2013 dividend (507 million), net financial debt increased by 404 million compared with 31 December 2013, when it was equal to 13,326 million euro. continue L’intervento: Message from Gloria Gazzano, Head of ICT at Snam The digitalisation activities that the Snam ICT department has carried out, and is still now carrying out under the aegis of the IT transformation process, cover a very wide spectrum of interventions. Among these, the Mobility projects are of utmost importance; they are aimed at makingmostprocessesmanageablethrough mobile devices (smartphones and tablets), either at company business level (network and asset management) and at staff level (administration, HR, legal processes and so on). Furtherimportantexamplesofinterventions are the development of smart metering applications for gas distribution and the consolidation of the Group IT systems in one Data Centre, featuring a new concept of high energy efficiency. Operations’ processes present the highest degree of evolution in terms of mobility: our workforce on the field make use of tablets (over 2,000, spread all over Italy) to receive the daily to-do list, to give real time feedback on interventions at assets or final customers, to send information gathered on the field such as pictures, geographical coordinates, customer signatures, and so on. Quality and speed at which information is made available inside the company have substantially increased; the colleagues on the ground can rely on a set of new devices to optimise their work, such as the computerised cartography of company assets, the satellite navigator, the live videoconference to ask for remote assistance and the email account. Lastly, new data-sharing systems between PC and tablets/smartphones are leading us to enable the so called User Continuity; the productivity inside company applications is guaranteed crosswise, whatever the device in use (PC, smartphone, tablet) or the environment (office, out of office, on the field); data are always real-time updated. The mobile initiatives for the Operations have allowed a significant improvement in efficiency, quality and sustainability of activities on the field. The elimination of paper documents, the dramatic decrease in the mileage of our vehicles as well as in margins of error in customer relations due to imprecision in data transcriptions set an example of the most significant achievements. All of this has been made possible also thanks to the radical re-foundation of Snam infrastructure. With the NIS (Nuova Infrastruttura Snam) program, the group took an important step forward higher sustainability, continuity of the IT service and timeliness of business response. On top of the consolidation of the eight Data Centres into one structure with high energy efficiency, the architecture of Snam Systems has been standardised in terms of hardware components, operating systems and database, increasing the reliability of IT solutions and simplifying their management. The Data Centre efficiency derives from the particular cooling-down system adopted. With the aim of disposing heat and cooling the servers, outdoor air is used for at least 75% of hours yearly, through the direct free-cooling technique, limiting the use of air conditioning to 25% of time. Such innovative technique positions the Snam Data Centre among the most efficient and green centres worldwide. While preparing the new Snam Data Centre for use, we set up a Disaster Recovery secondary site, which hosts critical IT applications for the execution of vital company operations. Should an event with a fatal impact on the Data Centre unfortunately occur (e.g., an earthquake), the Disaster Recovery site would be promptly activated, thus guaranteeing the availability of the essential IT systems and, lastly, the continuity of business operations. Mobility and new Data Centre - two pillars of the IT Transformation at Snam. Two essential initiatives supporting, through different ways, the growth of the Group. continue Performance: First half 2014 results News@Facts N 3, September 2014
  • 3. The path of international development of Snam will have a new milestone with the acquisition of the stake in TAG (Trans Austria Gasleitung GmbH) from CDP GAS. TAG is the companyholdingthetransmissionrights of the Austrian section of the pipeline that connects Russia to Italy; before the closing of the transaction, TAG will also become the owner of the infrastructure, following the transfer of a business unit by Gas Connect Austria GmbH (OMV group), which is shareholder of TAG together with CDP GAS. Snam will therefore buy an 84.47% stake of TAG share capital, with economic rights equal to 89.22%. Gas Connect Austria will control the remaining 15.53% of TAG capital, with economic rights equal to 10.78%. The TAG acquisition, approved by the Snam Board of Directors on 12 September 2014, strengthens the Group leadership in the European landscape of infrastructure operators. With the aim of an increasingly deeper integration of Continental networks, Snam can rely on a new key-asset in the East-West energy corridor, also in light of a potential reverse flow towards Central Europe. According to transaction structure, Snam will execute a capital increase of a maximum of 505 million euro, with exclusion of the pre-emption right, reserved in favour of CDP GAS, which will confer its stake in TAG. The Extraordinary Snam Shareholders’ Meeting for the approval of the capital increase will be convened by a date which allows the closing to be completed no later than 31 March 2015. Snam will provide TAG with the funds necessary to reimburse CDP GAS the outstandingamountoftheshareholderloan granted by the latter, which, as of 31 August 2014, amounted to 270 million euro. Following the closing, the overall amount will be subject to a potential adjustment in cash, as per market practice, taking into account changes in the actual amount of net financial debt and the net working capital of TAG as of 30 November 2014. TAG 2014 economic results will pertain to Snam. The acquisition is between related parties, sinceCDPisSnamshareholder-owning30% of Snam capital through CDP RETI (entirely held) - and controls 100% of CDP GAS. The BoD approves the 505 million euro transaction through which Snam is going to acquire a key-asset in the East-West energy corridor. With the aim of providing continuity to the process of financial optimization underway, on 23 June 2014 the Board of Director of SnamhasapprovedtherenewaloftheEMTN program for a maximum overall value of up to 12 billion euro and the issue, by June 2015, of one or more bonds with an overall value of up to 2 billion euro. The EMTN program has allowed Snam to successfully place around 9.95 billion euro with institutional investors operating mainly in Europe. During 2014 Snam took part to the Assessment on Transparency in Reporting on Anti-Corruption (TRAC), promoted by Transparency International Italy, non- governmental organization fighting corruption worldwide. The assessment results obtained have attributed to Snam the highest possible score for pro-activity and transparency in managing and communicating anti- corruption programs. Again in terms of Sustainability, Snam has recently taken part to the 2014 edition of the Rimini Meeting for the Friendship Amongst Peoples, which for more than 30 years has been promoting dialogue among people of different faiths and cultures. Snam has proposed, in particular to families with children, an edutainment experience focused on “networking” and integrating energy infrastructure and nature, in line with the themes that have inspired the 2014 corporate campaign. Focus: TAGAcquisition. Snam international development goes ahead News: EMTN program renewed for further 12 billion euro News: Sustainability awards and events News@Facts N 3, September 2014 What are TAG features? The Austrian pipeline, which can be operated bi-directionally, connects Baumgarten (on the Austrian-Slovak border) with Arnoldstein (border between Austria and Italy) through three parallel lines extending approximately 380 km each. The infrastructure, which presents also five compression stations, supplies Italy, Slovenia, Croatia and the provinces of Lower Austria, Styria, Burgenland and Carinthia. In fiscal year 2013 TAG reached total revenue of approximately 320 million euro and EBITDA of 154 million euro. At 2013 year-end, net financial debt was equal to 393 million euro. Terms of the capital increase Maximum number of shares to be issued = 119 milioni Maximum overall amount including share premium = 505 million euro Date for the setting of the issue price = no earlier than 5 business days prior to the closing Issue price per share = weighted average of prices of the Snam stock in the 180 days preceding the date for the setting of the issue price; in any case no lower than 3.60 euro. Should the issue price multiplied by the maximum number of shares be lower than 505 million euro => the difference would be paid in cash. Should the average of the last 180 dd be lower than 3.60 euro => the capital increase would not be executed; 505 million euro would be paid in cash.
  • 4. Snam and the financial markets Since the beginning of 2014 the Snam stock has shown an 8.4% increase, lower than the one of the sector benchmark index and in line with the Italian stock market index. Such increase reflects the market appreciation for the solid fundamentals of the Company, once again confirmed by the interim results released at the end of July.The positive performance of the stock moreover reflects the visibility on Snam capability to generate operating cash flows that fund the planned investments and support an attractive earnings’ distribution over time, in line with the pillars of Group strategy. Over the last two months, in particular, the Snam share performance has been initially penalized by the release of disappointing levels of macroeconomic indicators and by the uncertainties about the timing of economic recovery in Italy; then the price moved up to previous levels, supported by interest rates remaining at their all-time lows. The consensus target price of the Snam share, representing the average of target prices indicated by the analysts covering the stock, follows a track of continuous improvement: from 3.9 euro as at the end of December 2013, it has gradually moved up to the current level of 4.45 euro. Also the high of target- prices has reached a level never experienced before: currently it is equal to 5.0 euro, compared to 4.8 euro in the last issue of News@Facts. Three brokers, out of the 26 following Snam, have a target price of 5.0 euro. The picture of ratings remains substantially unchanged, with the majority of ratings recommending to remain neutral (13) or to buy the stock (10). News@Facts N 3, September 2014 OFFICIAL LISTING MARKET > BORSA ITALIANA EQUITY MARKET TYPE OF SHARES > AZIONI ORDINARIE INDEX MEMBERSHIP > FTSEMIB / FTSE ALL-SHARE / EURO STOXX / EURO STOXX UTILITY / STOXX EUROPE 600 ETHICAL INDEX MEMBERSHIP > FTSE4GOOD / ETHIBEL / CAPITAL PARTNERS / DOW JONES SUSTAINABILITY WORLD/ STOXX GLOBAL ESG LEADERS INDICES / VIGEO WORLD 12O / VIGEO EUROPE 120 / GC100 / CDLI / MSCI GLOBAL SUSTAINABILITY INDEX CREDIT RATING > S&P’S: BBB+; MOODY’S: Baa1 CODES ISIN > IT0003153415 REUTERS > SRG.MI BLOOMBERG > SRG IM HIGH (365 DD) > € 4.57 - 04 september 2014 LOW (365 DD) > € 3.59 - 16 september 2013 LAST DIVIDEND PAID (FINAL 2013) > € 0.15 - 22 may 2014 TOTAL N. OF SHARES OF THE SHARE CAPITAL > 3,381,638,294 MKT CAP (BILLION EURO) > 14.81 SNAMANDTHE STOCK EXCHANGE TARGET PRICE CONSENSUS NUMBER OF BROKERS 26 0 1 2 3 4 5 THIRD QUARTER 2014 REPORT. 30 OCTOBER 2014 > BoD 31 OCTOBER 2014 > Press Release and Conference Call Pressreleasewillbeissuedinthemorning(non-tradinghours). ConferenceCallsandStrategyPresentationtakeplaceintheafternoon. 2014 FINANCIAL CALENDAR Stock price performance (2 January 2014 – 19 september 2014) STOCK PRICE (CLOSING PRICE OF 19 september 2014 = 4.38 EURO) COMPARED WITH SECTOR AND MARKET INDEX (BASE 2 jan.2014 =100). BROKER RECOMMENDATIONS NUMBER OF BROKERS 26 0 2 4 6 8 10 12 13 add/buy outperform hold/Neutral reduce/SELL underperform1 News: Snam share confirmed in the Dow Jones SustainabilityWorld Index Even in 2014, for the sixth year in a row, Snam has been confirmed as a costituent of the Dow Jones Sustainability World Index, the most important global index of social responsibility, including 319 companies - of which 12 Italian companies - selected among an overall universe of 3,000 companies that are potential candidates on the back of market capitalisation criteria. Snam maintained a very high score of 82 points, in line with 2013. The significant improvements achieved in almost all the sections of the Environmental Dimension allow Snam to compete with the Best Scores in the industry. SNAM euro stoxx UTILITY FTSEMIB Jan 2014 Feb 2014 Mar 2014 Apr 2014 May 2014 Jun 2014 Jul 2014 Aug 2014 Sep 2014 125 120 115 110 105 100 95 90 low3.5 high5.0 average4.4 13 5 5 2
  • 5. in-depth in snam businesses – DisTRiBUTioN News@Facts N 3, September 2014 53,308 km network length as of 30 June 2014. 3,521 milion m3 of gas distributed in the first half of 2014. 1,435 distribution concessions as of 30 June 2014. 5.9 million meters in use as of 30 June 2014. iNVEsTMENT oBJECTiVEs ● optimise asset portfolio, also in view of the coming concession tenders; the process would allow to gain further operational cost efficiencies, through the achievement of economies of scale. ● Develop new sections of the network in order to extend coverage to currently un-serviced municipalities, in accordance with regulatory requirements and/or agreements with the licensing Entities. ● Improve the level of reliability and quality of the distribution service, lifting the technological level of metering through the introduction of digital meters. 2013 iNVEsTMENTs iN DisTRiBUTioN Breakdownbyremunerationlevel 2014-2017 iNVEsTMENTs iN DisTRiBUTioN 1.5 bn euro (of which 0.3 billion in 2014) DisTRiBUTioN oPERaTiNG iNVEsTMENTs (mn euro) DisTRiBUTioN EBiT (mn euro) Snam has planned to invest a total amount of 6.0 billion euro in Italy in the 2014-2017 four-year period, of which around 25%, that is 1.5 billion euro, in the distribution business. Projects included in the Plan and the optimisation of the business portfolio in the 2014-2017 are expected to lead to an increase in the number of meters up to 6.6 million units in 2017, with a growth of approximately 12% vs. the 5.9 million units as at 2013 year-end. Other Metering Network development and maintenance Substitution of cast iron pipes (2% premium for 8 years) 2013 2012 2011394 359 358 2013 2012 2011 626 559 505 The demerger of aEs Torino sets an effective example about the way italgas is following to focus its asset portfolio in the distribution sector, with the aim of benefitting from an optimal structure in view of the new concession tenders. On 1st July 2014 the non-proportional demerger of AES Torino started to be effective, as a result of the agreement signed on 9 April 2014 between the two shareholders, Snam e IREN, which has led to the separation of the distribution of natural gas and district heating activities. Prior to the demerger the Turin company was 51% controlled by IREN Energia (entirely owned by IREN) and 49% held by Italgas (entirely owned by Snam); following to the transaction, the IREN group exited from the share capital, being beneficiary of the business relating to the distribution of district heading, whilst Italgas, remaining the sole shareholder, has succeeded in focusing on the distribution activity, returning to directly manage the service in Turin, which represents the fourth Italian municipality by population. focus: AES Torino demerger italgas & Napoletana Gas italgas subsidiaries other operators 10% 23% 15% 52%