F2i and Ardian acquire minority stake in Italian gas network

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F2i and Ardian acquire minority stake in Italian gas network

Last Friday, Enel SpA and Enel Distribuzione SpA signed an agreement with F2i SGR SpA, Ardian and F2i Reti Italia Srl for the sale of a 14.8 % stake held by Enel Distribuzione in Enel Rete Gas SpA.

The agreement foresees an equity stake consideration equal to €122.4 million. The disposal is subject to the pre-emptive right of Enel Rete Gas shareholders, including F2i Reti Italia (a company controlled by F2i and Ardian, which holds 85.1% of Enel Rete Gas share capital).

The disposal will be finalized with a newly established company, which will also be controlled by F2i and Ardian.

Alongside the transfer of the equity stake, the agreement also requires F2i Reti Italia to make advance repayment to Enel (before the 2017 maturity date) of the vendor loan received from the latter in 2009 upon the sale of 80% of the share capital of Enel Rete Gas. The amount of this loan at the end of 2013 is expected to total, approximately, €177 million (including initial principal and interest accrued but not yet paid).

The closing of the transaction, which is expected to take place by the end of 2013, is subject to approval of a number of amendments of the bylaws of Enel Rete Gas concerning the transferability of its shares. It is also conditional upon the disbursement of a loan to F2i Reti Italia and the buyer by a pool of banks, with whom a contract has already been signed.

For Enel, the transaction falls within the framework of the planned disposals announced by the firm to the market on March 13th, 2013.

In December 2010, alongside Finavias S.r.l. (AXA Private Equity) F2i invested €255 million for a 100% stake in E.ON Rete, a company belonging to the E.ON group, that is active in natural gas distribution in Italy with circa 600,000 clients in 300 Municipalities and a grid which extends for 9,100 kilometres. After this operation, F2i gained control of 50,000 kilometres of grid, over 2.7 million clients and a 15.8% market share.

On 6 June 2011, alongside Ardian (formerly AXA Private Equity), F2i acquired a 100% stake in G6 Rete Gas (owned by GDF Suez) for €772 million; G6 Rete Gas is active in methane gas distribution with 990,000 clients and 4 billion cubic metres of methane delivered through 13,000 kilometres of pipes. After this operation, F2i gained control of more than 18-20% of the gas distribution market.

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