Key Events

Key Financials

4Q 2011
Adjusted RC Ebitda at Eu55mn, Eu92mn in 4Q10
RC Net Profit at -Eu17mn, against a loss of -Eu7mn in 4Q10

FY 2011
• Adjusted RC Ebitda at Eu284mn, Eu305mn in FY2010
• RC Net Profit at -Eu49mn, -Eu20mn in FY2010

Balance Sheet at 31.12.2011
• Adjusted NFP at Eu1,179mn vs Eu1,082mn at 2010 Year-End
• Adjusted Leverage at 39%, last year at 36%
• Proposed Dividend for 2011 at Eu0.40 per share

Results of FY and 4Q 2011

2011 2010 Euro millions 4Q 2011 4Q 2010
11,145 8,935 Revenues 2,968 2,347
284 305 RC EBITDA Adjusted 55 92
6 46 - Refining & Marketing (11) 12
239 254 - Power & Gas 43 68
69 39 - Renewables 29 18
(31) (33) - Corporate (6) (7)

Financial

07 Mar 2012 - 07:55 - Genoa

The Board of Directors approves the consolidated financial statements and the draft financial statements as at 31 December 2011

Consolidated adjusted1 EBITDA at replacement cost2: €284 million, €305 million in 2010
Group net result at replacement cost3: - €49 million, - €20 million in 2010
Proposed dividend of €0.40 per share

Fourth quarter of 20114
Consolidated adjusted1 EBITDA at replacement cost2: €55 million, €92 million in the 4Q of 2010
Group net result at replacement cost3: - €17 million, - €7 million in the 4Q of 2010 

 
 

2012

07 Mar 2012

Fourth Quarter and 2011 Results

Significant events during the period

» Transfer of 11% of ISAB S.r.l.

On 26 October 2011 saw the collection from LUKOIL of €3.5 million by way of final settlement of the transfer price of the stake of 11% of ISAB S.r.l. that took place on 1 April 2011.

» Renewables

On 16 November 2011 ERG sold its equity investment in DSI Servizi Industriali S.r.l. and on 2
December 2011 it sold its equity investment in SODAI Italia S.p.A., a company operating in the
treatment of industrial waste sector, banking a total amount of €5 million and taking to the Profit and Loss Account an overall write-down of €3.3 million. SODAI Italia S.p.A. operates using purification platforms situated next to 20 Trenitalia workshops while DSI Servizi Industriali S.r.l. carries out the activity of treating solid and liquid waste on behalf of third parties and SODAI Italia.

» Power & Gas

On 10 November 2011 ERG and IREN, through the subsidiary IREN Mercato, signed a binding Master Agreement which provides for a contract to be drawn up for ERG to supply IREN Mercato with a total of 2 terawatt-hours (TWh) of electricity each year for six years. The sales price will be index-linked to the market price of wholesale electricity. Furthermore, the Master Agreement provides for IREN Mercato to acquire the ERG branch of business related to the marketing and sale of electricity to a base of more than 15,000 business and mid-business clients, thus ensuring continuity. The consideration to be paid by IREN Mercato to ERG for the transaction, net of trade receivables, is set at €3.3 million. Both contracts, which were then finalised in December 2011, are effective from 1 January 2012 and therefore do not have any economic or financial effects on these Financial Statements.

Key Financials

3Q 2011
Adjusted RC Ebitda at Eu120mn, Eu79mn in 3Q10
• RC Net Profit at Eu8mn, against a loss of -Eu14mn in 3Q10

9M 2011
• Adjusted RC Ebitda at Eu229mn, Eu213mn in 9M10
• RC Net Profit at -Eu32mn, -Eu13mn in 9M10

Balance Sheet al 30.09.2011
• Adj NFP at Eu1,156mn vs Eu1,082mn Adj at 2010 Year-End
• Adjusted Leverage at 37% vs 36% at 2010 Year-End

Results of 3Q 2011

9M 2011 9M 2010 Euro millions 3Q 2011 3Q 2010
8,178 6,588 Revenues 2,824 2,666
229 213 RC EBITDA Adjusted 120 79
17 34 - Refining & Marketing 19 5
196 186 - Power & Gas 94 78
41 20 - Renewables 15 5
(25) (26) - Corporate (7) (9)

Financial

11 Nov 2011 - 08:01 - Genoa

The Board of Directors of ERG S.p.A. approves the Interim Report on Operations as at 30 September 2011

Third quarter of 2011
• Consolidated adjusted1 EBITDA at replacement cost2:€/mil. 120, €/mil. 79 in the 3rdQ of 2010
• Group net result at replacement cost3: €/mil. 8, - €/mil. 14 in the 3rdQ of 2010

Nine months of 2011
• Consolidated adjusted1 EBITDA at replacement cost2:€/mil. 229, €/mil. 213 in the nine months of 2010
• Group net result at replacement cost3: - €/mil. 32, - €/mil. 13 in the nine months of 2010

Significant events during the period

» New Board of Directors for ERG Renew

On 20 July 2011 as a result of the delisting of the Company and of the resignations tendered by the Directors of ERG Renew S.p.A., the Shareholders’ Meeting of that company appointed a new Board of Directors chaired by Mr. Luca Bettonte, who thus replaced Mr. Pietro Giordano. On the same date, the new Board of Directors appointed Mr. Massimo Derchi as Chief Executive Officer of the Company, replacing Mr. Francesco Del Balzo.

» Settlement with the Ministry of the Environment within the scope of the Priolo Programme Agreement of November 2008

On 28 July 2011 the decisive Services Conference of the Ministry of the Environment approved the project for the securing and clean-up of the ISAB Impianti Sud Refinery and on 2 August 2011 ISAB S.r.l. signed the settlement with the Ministry of the Environment within the scope of the Priolo Programme Agreement of November 2008. The settlement agreement worth about EUR 30 million, will definitively end the prolonged administrative dispute with the Ministry of the Environment, and the areas of the South site will become available for future developments.

» Five-year loan agreement for TotalErg

On 4 August 2011 TotalErg, a joint venture between ERG a Total, executed a five-year loan agreement denominated in Euro and Dollars, with a group of primary Italian and foreign credit institutions. The loan, constituted by a term credit line of EUR 400 million and a revolving credit line of EUR 500 million, for a total amount of EUR 900 million, is senior and it is not secured by any collateral or other guarantees provided by the two shareholders. The loan replaces the EUR 900 million Bridge Loan matured on 30 September 2011, and it enables TotalErg to be financial autonomous for its operating management and for recurring development activities.

» Acquisition of 100% of IVPC Power 3 S.p.A.

On 5 August 2011 ERG Eolica Italia S.r.l., sub-holding of ERG Renew S.p.A., closed the acquisition of 100% of IVPC Power 3 S.p.A., owner of five wind farms, in operation since 2008 between the provinces of Avellino and Benevento, with about 112 MW of total installed capacity.
The enterprise value of the acquisition is about EUR 2.1 million per MW. ERG paid about EUR 100 million to the seller for the equity and repaid an intra-group loan (EUR 33 million as at 31
December 2010).

» Acquisition of 100% of the share capital of Amaroni Energia S.r.l.

On 13 September 2011 ERG Eolica Italia S.r.l. acquired 100% of the share capital of Amaroni Energia S.r.l., owner of a fully authorised 22.5 MW wind power project in the Municipality of Amaroni (CZ).

Key Financials

2Q 2011
• Adjusted RC Ebitda at Eu60mn, Eu84mn in 2Q10
• RC Net Profit at –Eu8mn, +Eu17mn in 2Q10

1H 2011

• Adjusted RC Ebitda at Eu108mn, Eu135mn in 1H10
• RC Net Profit at –Eu40mn, +Eu2mn in 1H10

Balance Sheet at 30.06.2011

• Adj NFP at Eu1,025mn vs Eu1,082mn Adj at 2010 Year-End
• Adjusted Leverage at 35% vs 36% at 2010 Year-End
 

Refining results still under pressure

Results of 1H and 2Q 2011

1 H 2011 1 H 2010 Euro millions 2Q 2011 2Q 2010
5,353 3,922 Revenues 2,905 2,163
108 135 RC EBITDA Adjusted 60 84
(2) 29 - Refining & Marketing 21 29
102 108 - Power & Gas 37 59
26 15 - Renewables 12 5
(18) (17) - Corporate (11) (8)

Lower RC EBITDA vs both 2Q10 (-29%) and 1H10 (-20%)

Financial

05 Aug 2011 - 08:01 - Genoa

The Board of Directors of ERG S.p.A. approves the Half-Yearly Financial Report as at 30 June 2011

  • Consolidated adjusted1 EBITDA at replacement cost2:€/mil. 108, €/mil. 135 in first half of 2010
  • Group net result at replacement cost3: - €/mil. 40, €/mil. 2 in first half of 2010

 

Significant events during the period

» Takeover bid on ERG Renew

On 3 January 2011 ERG S.p.A. filed with Consob the draft document for the takeover bid made on all shares of common stock representing the entire share capital of ERG Renew S.p.A. not in the possession of ERG S.p.A..

On 13 January 2011 the Board of Directors of ERG Renew S.p.A. approved the notice per Article 103, Paragraph 3 of Legislative Decree no. 58 of 24 February 1998 with respect to the voluntary takeover bid by the parent company ERG S.p.A. on all shares of ERG Renew S.p.A. stock not held by ERG S.p.A..
The Board of Directors acknowledged the fairness opinion issued by the independent financial advisor Merrill Lynch International and deemed the price of EUR 0.97 per share proposed by ERG S.p.A. to be sufficient in financial terms.

On 18 January 2011 Consob approved the document on the takeover bid promoted by ERG S.p.A. on all shares of common stock representing the entire share capital of ERG Renew S.p.A. not in the possession of ERG S.p.A., including the ERG Renew S.p.A. notice per Article 103, Paragraph 3 of Legislative Decree no. 58 of 24 February 1998.

On 18 February 2011 ERG S.p.A. disclosed, after the expiration of the validity of the takeover bid made on all shares of common stock of the entire share capital of ERG Renew S.p.A. not in its possession already, that it had obtained acceptances for a total of 13,962,309 shares, representing 62.748% of the shares involved in the Bid and 10.524% of the share capital of the Issuer, for total value of EUR 13,543,439.73. During the Bid acceptance period, ERG also made acquisitions outside the Bid, purchasing 952,629 shares, representing 0.718% of the share capital of the Issuer. Therefore, taking into account the shares handed over in acceptance of the Bid, the shares already owned on the initial date of the Bid and of those acquired outside the bid, at 18 February 2011 the Bidder held a total number of 125,557,206 shares, i.e. 94.641% of the share capital of the Issuer. Although a share of at least 95% of the capital of the Issuer was not obtained, ERG, deeming the share thus obtained to be sufficient, waived the Condition of the Minimum Level of Acceptances specified in Paragraph A.1.(i) of the Bid Document and announced that it deemed the Condition of Effectiveness of the Bid, specified in Paragraph A.1.(ii) of the Bid Document, to be fulfilled as well.
In consideration of the above, ERG deemed the Bid to be effective and therefore it announced that it would acquire all Shares handed over in acceptance of the Bid according to terms per the Bid Document.

On 24 May 2011 ERG S.p.A., during the sell out period within the takeover bid made on all shares of common stock of the entire share capital of ERG Renew S.p.A. not already in its possession, that it had exceeded the 95% of the aforesaid share capital.

On 27 May 2011 ERG S.p.A. announced the conclusion of the sell out phase of the takeover bid made on ERG Renew stock and the consequent attainment of 96.904% share of ERG Renew capital.

On 7 June 2011, at the conclusion of the takeover bid promoted by ERG S.p.A., ERG Renew stock were delisted from the Electronic Stock Market.


 

» Sale of 11% of ISAB

On 31 January 2011, the Board of Directors of ERG S.p.A. approved the exercise of the put option for 11% of ISAB S.r.l.

The transaction was within the scope of the agreement stipulated in 2008 with LUKOIL, which called for the creation of a joint venture for the joint operation of the ISAB Refinery in Priolo (Sicily). The agreement gives ERG a put option for its share, exercisable within 4 years in one or more steps, no more than once every 12 months.
The value of the sale of the 11% share of ISAB to LUKOIL (excluding the inventory) is EUR 205 million, net of the EUR 15 million reduction, as provided by the subsequent amendments to the original agreement of 24 June 2008.
As a result of the transaction, LUKOIL holds 60% of ISAB and ERG holds 40%. The Company continues to be managed by the two shareholders according to existing shareholder agreements with equally shared governance over major business decisions, and with an operating agreement that assures its management autonomy and independence.
 
On 1 April 2011 the sale of 11% of ISAB S.r.l., resulting from the exercise of the put option, was closed with the payment of a provisional price of EUR 241 million (including the value of inventory).

» LUKErg Renew

On 20 May 2011. ERG Renew and LUKOIL-Ecoenergo executed an agreement for the incorporation of the joint venture LUKErg Renew, with its registered office in Vienna, as an instrument of collaboration in the renewable energies market in Eastern European Countries and in Russia

» Pietro Giordano has tendered his resignation from all positions held within the ERG Group.

On 21 June 2011 Director and Deputy Chairman Pietro Giordano resigned. Mr. Alessandro Careri was co-opted to replace him.

» Agreement with Maluni S.r.l. (formerly IVPC S.a.s.) to purchase the entire share capital of IVPC Power 3 S.r.l., owner of 5 wind farms

On 23 June 2011 ERG S.p.A. announced that it had reached an agreement with Maluni S.r.l. (formerly IVPC S.a.s.) to purchase the entire share capital of IVPC Power 3 S.r.l., owner of 5 wind farms, in operation since 2008, between the provinces of Avellino and Benevento, with a total installed capacity of about 112 MW.

The enterprise value of the acquisition is about EUR 2.1 million per MW. ERG will pay the seller EUR 100 million for the equity and will reimburse an intra-group loan with a residual value of EUR 33 million at 31 December 2010.

Key financials:


1Q 2011:
􀂃 Adjusted RC Ebitda at Eu48mn, Eu50mn in 1Q10
􀂃 RC Net Profit at -Eu32mn, -Eu16mn in 1Q10

Balance Sheet at 31.03.2011:
􀂃 Adj NFP at Eu1,226mn vs Eu1,082mn Adj at 2010 Year-End
􀂃 Adjusted Leverage at 39% vs 36% at 2010 Year-End


Weak results driven by refining (shutdown and Libya crisis)

Results of 1Q 2011

4Q 2010 Euro millions 1Q 2011 1Q 2010
2,347 Revenues 2,448 1,759
92 RC EBITDA Adjusted 48 50
12 - Refining & Marketing (24) (0)
68 - Power & Gas 65 49
18 - Renewables 14 11
(7) - Corporate (7) (9)

Lower RC EBITDA vs both 1Q10 (-4%) and 4Q10 (-48%)

Document mime-type: application/pdf The Board of Directors of ERG S.p.A. approves the Interim Report on Operations as at 31 March 2011

Read the press published on May 13th 2011

Significant events during the period

» Takeover bid on ERG Renew

On 3 January 2011 ERG S.p.A. filed a draft document with Consob relating to the takeover bid
launched on all ordinary shares making up the entire share capital of ERG Renew S.p.A. not held by ERG S.p.A.
On 13 January 2011 the Board of Directors of ERG Renew S.p.A. approved the notice pursuant to Art. 103, paragraph 3, of Legislative Decree no. 58 of 24 February 1998 relating to the voluntary takeover bid launched by the Parent Company on all shares of ERG Renew S.p.A. not held by ERG S.p.A.
Having taken into account the fairness opinion issued by the independent financial advisor, Merrill Lynch International, the Board of Directors, from a financial viewpoint, deemed ERG S.p.A.’s proposal of EUR 0.97 per share reasonable.
On 18 January 2011 Consob approved the document for the takeover bid launched by ERG
S.p.A. on all ordinary shares making up the entire share capital of ERG Renew S.p.A., not held by ERG S.p.A., inclusive of the notice by ERG Renew S.p.A. pursuant to Art. 103, paragraph 3 of
Legislative Decree no. 58 of 24 February.
On 18 February 2011 ERG S.p.A. announced that - following the end of the tender offer period
on all ordinary shares making up the entire share capital of ERG Renew S.p.A. not already held - it had collected subscriptions for a total of 13,962,309 shares, representing 62.748% of the shares under tender offer and 10.524% of the Issuer’s share capital, for a total of EUR
13,543,439.73. Moreover, during the Offering period, ERG made acquisitions outside the tender offer for a total of 952,629 shares, accounting for 0.718% of the Issuer’s share capital. As a result - considering the shares tendered in the Offer, the shares already held at the Offer’s date of commencement and the shares acquired outside the Tender Offer - the Bidder held a total of 125,557.206 shares on 18 February 2011 which accounted for 94.641% of the Issuer’s share capital. Although a minimum of 95% of the Issuer’s share capital was not reached, ERG deemed the achieved stake satisfactory, waived the minimum acceptance condition under paragraph A.1.(i) of the Tender Offer Document and announced that the condition for validity of the offer under paragraph A.1.(ii) of the Tender Offer Document was deemed to have been fulfilled.
In view of the above, ERG considered the Offer valid and announced its decision to acquire all
shares tendered in the Offer under the terms and conditions set forth in the Offer document.

» 11% disposal of ISAB S.r.l.

On 31 January 2011, the Board of Directors of ERG S.p.A. resolved to exercise the put option
for 11% of ISAB S.r.l.
The transaction is part of an agreement signed with LUKOIL in 2008, which sought to establish a Joint Venture for the co-management of the ISAB refinery in Priolo, Sicily. Indeed, the agreement provides ERG with a put option on its shareholding, which may be exercised over four years either in whole or in part, and no more than once every twelve months.
The sale of the 11% shareholding in ISAB to LUKOIL (excluding inventory) is valued at EUR 205 million after a reduction of EUR 15 million as provided by subsequent changes to the original agreement of 24 June 2008.
Subsequent to the transaction, LUKOIL will have a 60% shareholding in ISAB and ERG will have 40%. The Company will continue to be managed by the two partners on the basis of the existing shareholders’ agreement with a joint governance structure for all major business decisions as well an operating agreement which ensures its operational autonomy and independence.
The transaction was completed on 1 April 2011 for a consideration of EUR 241 million, inclusive of inventory and stock value. The transaction has had no impact on this Interim Report on Operations.

Key Financials:

4Q 2010

  • Adjusted RC Ebitda at Eu 92mn, Eu 21mn in 4Q09
  • RC Net Profit at - Eu27mn in 4Q09


FY 2010

  • Adjusted RC Ebitda at Eu305mn, EU 92mn in FY09
  • RC Net Profit at -Eu 20mn, - Eu 80 mn in FY09
  • DPS proposed at Eu0.40 (yield of 4.0%)

    Balance Sheet at 31.12.2010
  • NFP at Eu723mn (Eu 1,082mn Adj) vs Eu662mn (Eu586mn Adj) 09 Year-End
  • Leverage at 28% vs 26% at 2009 year-end


Improved results despite a still weak scenario

Results of 4Q and 2010 Full Year

  2010 2009 Euro millions 4Q 2010 4Q 2009
7,899 6,237             Revenues 1,504 1,734
305 92  Adjusted RC EBITDA 92  21 
 46  45  - Refining & Marketing 12 
254  55  - Power & Gas 68  20 
39   23   - Renewables 18   9
(33)  (32)  - Corporate (7) (10) 
 

Increased RC EBITDA vs both 4Q09 (+338%) and FY09 (+231%)

Financial

04 Mar 2011 - 09:39 - Genoa

The Board of Directors approves the consolidated financial statements and the draft financial statements as at 31 December 2010

Consolidated adjusted EBITDA at replacement cost : €305 million, €92 million in 2009
Group net result at replacement cost : - €20 million, - €80 million in 2009
Proposed dividend of €0.40 per share

Fourth quarter of 2010
Consolidated adjusted1 EBITDA at replacement cost2: €92 million, €21 million in the 4Q of 2009
Group net result at replacement cost3: - €7 million, -€27 million in the 4Q of 2009
 

Significant events during the period

» TotalErg

1 October 2010 was the effective date of the merger by incorporation of Total Italia S.p.A. into ERG Petroli S.p.A. which took on the name of TotalErg S.p.A.
On the same date, TotalErg S.p.A. and a pool of six primary Italian and international banks signed a committed credit line for a total of EUR 900 million, in addition to EUR 60 million overdraft, with a maturity of twelve months, in order to make the company financially autonomous immediately. The loan is not secured by collateral or shareholder support and its purpose is the repayment of all existing lines and the coverage of the financial requirements of the first year of operations.

» Voluntary take over bid concerning the whole of the ordinary shares of ERG Renew S.p.A.

On 14 December 2010 the Board of Directors of ERG S.p.A. decided to promote a voluntary takeover bid concerning the whole of the ordinary shares of ERG Renew S.p.A. which are not held by it, at a price of €0.97 per share. The Take-over Bid is aimed at obtaining the delisting in order to allow the ERG Group to benefit from a more appropriate financial, organisational and operational flexibility which is necessary to implement its own strategic plan and to achieve, more quickly, the current targets of investment and positioning in the market through development both outside and inside the Group, also through possible acquisitions.

Significant events after the reporting period

» Public Tender Offer promoted on all common stock representing the entire share capital of ERG Renew

On 3 January 2011 ERG S.p.A. filed with Consob the draft document for the public Tender Offer promoted on all common stock representing the entire share capital of ERG Renew S.p.A. non in the possession of ERG S.p.A..

On 13 January 2011 the Board of Directors of ERG Renew S.p.A. approved the notice per Article 103, Paragraph 3, of Legislative Decree 58 of 24 February 1998, pertaining to the voluntary public Tender Offer promoted by the parent company ERG S.p.A. on all the stock of ERG Renew S.p.A. not owned by ERG S.p.A..
The Board of Directors, upon acknowledging the fairness opinion issued by the independent financial advisor Merrill Lynch International, deemed congruous, in financial terms, the price of EUR 0.97 per share proposed by ERG S.p.A.

On 18 January 2011 Consob approved the document relating to the public Tender Offer promoted by ERG S.p.A. on all common stock representing the entire share capital of ERG Renew S.p.A. not in the possession of ERG S.p.A.. including the notice by ERG Renew S.p.A. per Article 103, Paragraph 3, of Legislative Decree 58 of 24 February 1998.

On 18 February 2011 ERG S.p.A. announced, after the conclusion of the period of the public Tender Offer promoted on all common stock of the entire share capital of ERG Renew S.p.A. not already in its possession, that it had obtained acceptances for a total of 13,962,309 Shares, i.e. 62.748% of the Shares subject to the Tender Offer and equal to 10.524% of the share capital of the Issuer, for a total value of EUR 13,543,439.73. During the Tender Offer acceptance period, ERG also made purchases outside the Tender Offer for a total of 952,629 Shares, representing 0.718% of the share capital of the Issuer. Therefore, taking into account the Shares handed over in acceptance of the Tender Offer, the Shares already owned as of the initial date of the Tender Offer and those purchased outside the Tender Offer, as at 18 February 2011 the Bidder held a total of 125,557,206 Shares, representing 94.641% of the share capital of the Issuer. Although a share of at least 95% of the share capital of the Issuer was not reached, ERG, deeming the achieved share to be satisfactory, waived the Condition of the Minimum Level of Acceptances prescribed in Paragraph A.1(i) of the Tender Document and announced that it deemed the condition for the effectiveness of the Tender, prescribed in Paragraph A.1.(ii) of the Tender Document, to be fulfilled.
In consideration of the above, ERG deemed the Tender Offer to be effective and therefore it announced that it would have purchased all Shares handed offer in acceptance of the Tender Offer within the terms per the Tender Document.

» Exercise of the put option for an 11% share of ISAB S.r.l.

On 31 January 2011 the Board of Directors of ERG S.p.A. approved the exercise of the put option for an 11% share of ISAB S.r.l.
The transaction is part of the agreement signed in 2008 with LUKOIL, providing for the creation of a Joint Venture for the joint management of the ISAB Refinery of Priolo (Sicily). The agreement provides ERG with a put option for its own share, which can be exercised over 4 years in one or more portions, no more than once every 12 months.
The value of the sale to LUKOIL of the 11% share in ISAB (excluding inventories) is EUR 205 million, net of a reduction of EUR 15 million, as provided by the subsequent amendments to the original agreement of 24 June 2008.
As a result of the transaction, 60% of ISAB will be owned by LUKOIL and 40% by ERG. The Company will continue to be managed by the two shareholders according to the existing shareholder agreements with equally shared governance on major business decisions, and with an operating agreement that assures its autonomy and operating independence.
The closing of the transaction is expected at the end of the first quarter 2011.

 

 

Key financials

3Q 2010:

  • Consolidated Adjusted EBITDA at replacement cost: € 79 million, € 47 million in the 3rd Q of 2009
  • Group net result at replacement cost: - € 14million, - € 14millioni in the 3rd Q of 2009

First nine months 2010

  • Consolidated Adjusted EBITDA at replacement cost: € 213 million, € 71 million in the first 9 months of 2009
  • Group net result at replacement cost: - €13 million, - € 52 million in the first 9 months of 2009

    Balance Sheet:
  • 30.09.2010 NFP at € 1,299mn vs € 662mn at 2009 year-end
  • Leverage at 40% vs 26%at 2009 year-end

Improved results despite a still weak scenario

Results of 3Q 2010 and first 9 months

3Q  2010 3Q 2009 Euro millions First Nine Months 2010 First Nine Months 2009
          2.518             1.762 Revenues  6.396  4.503
 79  47 Adjusted RC EBITDA  213  71
   5  35 - Refining & Marketing  34  43
 78  12 - Power & Gas  186  35
   5    5 - Renewables  20  14
 (9)  (6) - Corporate  (26)  (22)
 

Increased RC EBITDA vs both 3Q09 (+68%) and 9M09 (+200%)

Financial

12 Nov 2010 - 07:19 - Genoa

The Board of Directors of ERG SpA approves the Interim Report on Operations as at 30 September 2010

Third quarter of 2010
· Consolidated adjusted1 EBITDA at replacement cost2: €79 million, €47 million in the 3rdQ of 2009
· Group net result at replacement cost3 : -€14 million, -€14 million in the 3rdQ of 2009

First nine months of 2010
· Consolidated adjusted1 EBITDA at replacement cost2: €213 million, €71 million in the first 9 months of 2009
· Group net result at replacement cost3: -€13 million, -€52 million in the first 9 months of 2009

2010

Interim Report on Operations at 30 September 2010

document equipped with bookmarks
 

Significant events during the quarter

» Refining & Marketing - TotalErg

On 8 July 2010, the Board of Directors of ERG Petroli S.p.A. approved the merger by incorporation of Total Italia S.p.A. into ERG Petroli S.p.A.
On 21 July 2010, the extraordinary Shareholders’ Meeting of ERG Petroli S.p.A. approved the merger by incorporation of Total Italia S.p.A. into ERG Petroli S.p.A.
On 23 September 2010, the deed was stipulated for the merger by incorporation of Total Italia S.p.A. into ERG Petroli S.p.A. which, on the effective date of the merger (1 October 2010), took on the name of TotalErg S.p.A.

» Power & Gas - ISAB Energy plant

On 6 July 2010, the membrane plant for the production of hydrogen associated to the gasification section of the ISAB Energy plant, completed the test cycles prescribed by current regulations and it started commercial service.

» Renewable Energy Sources - ERG Renew

On 12 July 2010 it was disclosed that ERG Renew and LUKOIL signed a Memorandum of Understanding with the purpose of sharing the basic prerequisites and conditions for a collaboration in the market of renewable energy sources, in particular in the wind segment. The two companies will mainly be active in the search for business opportunities in East European Countries and in Russia.

On 23 July 2010 ERG Renew increased its share from 12.4% to 24.7% in the Dyepower Consortium, constituted to carry out research and development work in the so-called organic photovoltaic segment.

On 23 July 2010 ERG Renew, through its subholding ERG Eolica Italia S.r.l. closed the acquisition of 100% of the share capital of IVPC Power 5 S.r.l., owner of two wind farms, one in Molise (40 MW) and one in Puglia (62 MW). The Shareholders' Meeting of IVPC Power 5, held at the same time as the closing, resolved to change the name of the company to ERG Eolica Adriatica S.r.l. and the move of the registered office to Genoa. The value of the acquisition, in terms of asset value (excluding the net working capital) is EUR 224 million, i.e. about EUR 2.2 million per MW, of which about EUR 175 million funded by non-recourse project financing, already extant and disbursed by a group of primary Italian and international banks. As a result of this acquisition, ERG Renew increased its installed power by 102 MW, from 208 MW to 310 MW, of which 246 MW in Italy.

On 30 July 2010 ERG Renew, as a result of the agreement of 30 June with a primary industry operator for the sale of the shares held in the company Ecopower S.r.l. and ISEA S.r.l. producers of hydroelectric energy, closed the sale of the share in ISEA S.r.l. The sale of the share held in the company Ecopower S.r.l. had already been completed on 30 June.

» Corporate - Merger of ERG Raffinerie Mediterranee SpA and ERG Power & Gas SpA

On 1 July 2010, the merger of the companies ERG  Raffinerie Mediterranee SpA and ERG Power & Gas SpA into ERG SpA took effect.

Significant Event after the Quarter

» Total Erg - 1st October 2010: effective date of the merger by incorporation of Total Italia SpA into ERG Petroli SpA

1 October 2010 was the effective date of the merger by incorporation of Total Italia S.p.A. into
ERG Petroli S.p.A. which took on the name of TotalErg S.p.A.
On the same date, TotalErg S.p.A. and a pool of six primary Italian and international banks signed a committed credit line for a total of EUR 900 million, in addition to EUR 60 million overdraft, with a maturity of twelve months, in order to make the company financially autonomous immediately.
The loan is not secured by collateral or shareholder support and its purpose is the repayment of all existing lines and the coverage of the financial requirements of the first year of operations.

» Priolo Refinery - Lawsuit from Polimeri Europa SpA

On 12 October 2010 Polimeri Europa S.p.A. served notice to ERG S.p.A. of a lawsuit before the Court of Milan, with the first hearing set to February 2011, claiming damages allegedly caused by the 30 April 2006 fire in the Priolo Refinery. The lawsuit and the related documentation are undergoing a thorough review, at the end of which the Company reserves the right to formulate the most appropriate objections and, if warranted, to make use of its insurance coverage.

Key financials

2Q 2010:

  • Adjusted RC Ebitda at Eu84mn, Eu12mn in 2Q09
  • RC Net Profit at Eu17mn, –Eu18mn in 2Q09

1H 2010

  • Adjusted RC Ebitda at Eu135mn, Eu24mn in 1H09
  • RC Net Profit at Eu2mn, -Eu38mn in 1H09

Balance Sheet:

  • 30.06.2010 NFP at Eu796mn vs Eu662mn at 2009 year-end
  • Leverage at 29% vs 26% at 2009 year-end

Improved results despite a still weak scenario

Results of 1H and 2Q 2010

1H 2010 1H 2009 Euro millions 2Q 2010 2Q 2009
3,878 2,742 Revenues 2,126 1,547
135 24 Adjusted RC EBITDA 84 12
(10) (19) - Coastal refining 5 5
39 27 - Integrated downstream 24 10
108 23 - Power & gas 59 2
15 9 - Renewables 5 4
(17) (16) - Corporate (8) (9)

 

Improved results vs both 2Q09 (+613%) and 1H09 (+456%)

Financial

06 Aug 2010 - Genoa

The Board of Directors of ERG S.p.A. approves the Half-Yearly Financial Report as at 30 June 2010

• Consolidated adjusted EBITDA at replacement cost: €135 million, €24 million in first half of 2009
• Group net result at replacement cost : €2 million, -€38 million in first half of 2009

2010

06 Aug 2010 - Genoa

Half-Yearly Financial Report at 30 June 2010

document equipped with bookmarks

Significant events during the first half of the year

» Agreements for ERG Renew

On 22 June 2010, ERG Renew reached an agreement with IVPC S.a.s. for the acquisition of the entire share of IVPC Power 5 S.r.l., owner of two wind farms, one in Molise (40 MW) in commercial operation since January 2010, and one in Puglia (61.8 MW) that started commercial operation in June 2010, for a total installed capacity of 102 MW. The closing of the transaction was executed on 23 July 2010.30 June 2010 ERG Renew signed the agreement with a primary industry operator for the sale of the shares held in the companies Ecopower S.r.l.and I.S.E.A.S.r.l.pertaining to theminihydropower sector. On the same date, the sale of Ecopower was closed, whilst the sale of I.S.E.A.was completed on 30 July.

» May 27th, 2010 - Train 1 of ISAB Energy returns to commercial operation

On 27May 2010, after successfully completing all operational tests,the production train 1 of ISAB Energy,damaged by the accident of 13October 2008,definitively returned to commercial operation, ahead of schedule.Therefore, the entire power plant returned to operate at 100% of its production capacity, with a total power of 528 MW.

» May 21st, 2010 - TotalErg : positive opinion from European Commission

 

On May21, 2010, the European Commission expressed its positive opinion, from the Antitrust point of view, on the TotalErg joint venture.

 

» Merger of ERG Raffinerie Mediterranee S.p.A. and of ERG Power & Gas into ERG SpA

On April 14th 2010, the Special Shareholders' Meeting of ERG Raffinerie Mediterranee S.p.A. and of ERG Power & Gas approved the merger of these companies into ERG S.p.A.

On Aprile 15th 2010, the merger was approved by the Shareholders' Meeting of ERG.

Key financials:

1Q 2010:

  • Adjusted RC Ebitda at Eu 50mn, Eu12mn in 1Q09
  • RC Net Profit at –Eu16mn, –Eu20mn in 1Q09

Balance Sheet:

  • 31.03.2010 NFP at Eu756mn vs Eu662mn at 2009 year-end
  • Leverage at 28% vs 26% at 2009 year-end

Improved results despite a still weak scenario

Results of 1Q 2010

4Q 2009 Euro millions 1Q 2010 1Q 2009
1,734 Revenues 1,752 1,194
21 RC EBITDA Adjusted 50 12
(21) - Coastal refining (16) (24)
22 - Integrated downstream 15 16
20 - Power & gas 49 21
9 - Renewables 11 5
(10) - Corporate (9) (7)

Improved results vs both 1Q 09 (+306%) and 4Q 09 (+138%)

Financial

14 May 2010 - Genoa

The Board of Directors of ERG S.p.A. approves the Interim Report on Operations as at 31 March 2010

Consolidated adjusted ¹ EBITDA at replacement cost ² : €50 million, €12 million in the 1st quarter of 2009;
Group net result at replacement cost ³ : -€16 million, -€20 million in the 1st quarter of 2009.

2010

14 May 2010 - Genoa

First Quarter 2010 Results

download the Presentazione and Conference Call transcript

2010

14 May 2010

Interim Report on Operations at 31 March 2010

document equipped with bookmarks

Significant events during the first quarter

» ERG and Total

On 27 January 2010, ERG and TOTAL signed an agreement to create a joint venture operating in Italy in the refining and marketing sector.

The shareholding agreement stipulates joint governance and operational autonomy of the joint venture.
The proportion of shares held by ERG and TOTAL in the new company will be 51% and 49% respectively.
The joint venture, created from the merger of ERG Petroli and TOTAL Italia, will take the name TotalErg and will operate under a dual brand – ERG and TOTAL.

TotalErg :

  • will become one of the major players in Italy in the sector of distribution of petroleum products
  • with a market share of around 13%
  • more than 3,400 service stations

TotalErg will optimise the management of its production plants in this sector, in accordance with the medium and long-term trends in the refining market, setting as its number one goal the delivery of excellent results in the areas of operations, the environment and safety.

The joint venture will also manage the logistics infrastructure provided by the shareholders.

viation marketing, TOTAL’s AS 24 card and ERG's refining and marketing operations in Sicily will not be included in the joint venture.

The agreement is subject to the approval of the Antitrust Authority.
 

» ERG group new organisational structure

On 28 January 2010 the ERG group announced that during 2010 it will modify its organisational structure following the setting up of the joint venture with TOTAL in Integrated Downstream, of the joint venture with LUKOIL in Coastal Refining in 2008, and on the basis of the finalisation of the strategic investments of ERG Power and ISAB Energy expected during the first half of 2010.

The control chain will be reduced through the merger of the two sub-holdings ERG Raffinerie Mediterranee S.p.A. and ERG Power & Gas S.p.A. into ERG S.p.A., effective on 1 January 2010 for accounting purposes.

The latter company will then be organised into two Divisions flanked by Corporate Headquarters:

  • Refining & Marketing for the oil segment
  • Power & Gas for the electric power production and marketing and gas marketing segments,

ERG Renew will maintain its position as a subsidiary company operating in the renewable energy sector.

The new structure is aimed at optimising decision processes and improving management efficiency, providing the Group with a new organisation that is consistent with its business portfolio and suitable for enabling it to take advantage of the opportunities that will present themselves following the expected global economic recovery.

» ERG Oil Sicilia S.r.l.

On 1 February 2010, as part of the joint venture with TOTAL, ERG S.p.A. set up the company ERG Oil Sicilia S.r.l. which will receive effective 1 April 2010, following the partial demerger of ERG Petroli S.p.A, the business unit consisting of assets and operations in Sicily.

» ERG Renew S.p.A. approved its 2010-2013 Business Plan

On 2 March 2010 ERG Renew S.p.A. approved its 2010-2013 Business Plan, which calls for capital expenditure of EUR 254 million and installed capacity of 428 MW by the end of 2013.

At the same meeting, Raffaele Tognacca resigned as Chairman and Director of ERG Renew.

The Board of Directors co-opted Pietro Muti to replace the resigned Director and elected Pietro Giordano as Chairman of the Board of Directors.

» The CEO Sergio Corso as Chairman of the Board of Directors

On 3 March 2010, the Board of Directors of ERG Power & Gas S.p.A. accepted the resignation of Raffaele Tognacca as Chairman and Director, and appointed the CEO Sergio Corso as Chairman in his place.

» Merger of ERG Med and ERG Power&Gas into ERG spa

On 3 March 2010, the Board of Directors of ERG Raffinerie Mediterranee S.p.A. and of ERG Power & Gas S.p.A. approved the merger of these companies into ERG S.p.A.

A similar resolution was passed on 4 March 2010 by the Board of Directors of ERG S.p.A.

» The entire plant of ERG Power srl entered commercial service beginning 1 April

On 31 March 2010 the second of the two powertrains that make up the repowering of the North Plants of ERG Power S.r.l., which was already in service from the beginning of 2010, passed the finally operating tests required under the project financing agreement.

The entire plant consequently entered commercial service beginning 1 April (commercial operation date).

Key financials:

4Q 2009:

  • Adjusted RC Ebitda at Eu21mn, Eu66mn in 4Q08
  • RC Net Profit at –Eu27mn, -Eu12mn in 4Q08

FY 2009:

  • Adjusted RC Ebitda at Eu92mn, Eu540mn in 2008
  • RC net profit at –Eu80mn, Eu84mn in 2008
  • DPS proposed at Eu0.40 per share (yield of 4.2%)

Balance Sheet at 31.12.2009:

  • NPF at Eu662mn (Eu586mn Adj) vs Eu274mn last year
  • Leverage at 26% from 12%

 

Results of 4Q and FY 2009

4Q 2009 4Q 2008 Euro millions 2009 2008
1,734 2,012 Revenues 6,237 11,563
 21  66  RC EBITDA Adjusted  92  540
(21) 14 Coastal refining (43) 230
22 56 Integrated Downstream 88 145
20 (2) Power & Gas 55 181
9 6 Renewables 23 17
(10) (7) Corporate (32) (33)

Lower results vs 4Q08 (-69%) and FY08 (-83%)

4Q and FY at a glance - Income statements

4Q 2009 4Q 2008 Euro millions 2009 2008
(32) 14 Adjusted EBIT at replacement cost (92) 336
(4) (1) - 51% ISAB contribution at replacement cost (23) (1)
(36) 13 EBIT at replacement cost (115) 335
18 (574) - Gain (loss) on inventory 86 (364)
48 (219) - Non-characteristic items 98 (215)
5 889 - Net income from equity investments 36 892
(9) 51 - Net financial income (expenses) (18) (3)
27 159 Pretax reported 86 645
(14) 92 - Income taxes (41) 5
(20) 39 - Minorities (38) (3)
(7) 290 Net profit reported 7 646
(15) 365 - Net gain (loss) on inventory (64) 232
(5) (667) - Net non-characteristic items (23) (794)
(27) (12) Net profit at replacement cost (80) 84

Financial

04 Mar 2010 - Genoa

The Board of Directors approves the consolidated financial statements, the draft financial statements as at 31.12.2009

The Board of Directors approves the merger plan by incorporation of ERG Raffinerie Mediterranee S.p.A. and ERG Power & Gas S.p.A. into ERG S.p.A.

Consolidated adjusted¹ EBITDA at replacement cost²: €92 million, €540 million in 2008
Group net result at replacement cost³: - €80 million, + €84 million in 2008
Proposed dividend of €0.40 per share

Fourth quarter of 20094
Consolidated adjusted¹ EBITDA at replacement cost²: €21 million, €66 million in the 4th quarter of 2008
Group net result at replacement cost³: - €27 million, - €12 million in the 4th quarter of 2008

2010

04 Mar 2010 - Genoa

Fourth Quarter and 2009 Results

download the Presentation and Conference Call transcript

2009

05 Mar 2010

ERG S.p.A. Annual Report for the year ending 31 December 2009

document equipped with bookmarks

Significant Events during the fourth quarter

» Board of Directors of ERG Raffinerie Mediterranee S.p.A.

On 11 November the Board of Directors of ERG Raffinerie Mediterranee S.p.A., following the resignation of Aldo Garozzo as Chairman of the Board and Director, appointed director Giovanni Mondini as Chairman, and appointed Pier Francesco Pinelli to the Board.

» ERG Power S.r.l. was established

On 19 November ERG Power S.r.l. was established with a registered office in Priolo Gargallo (SR) and share capital fully subscribed and paid up by ERG Nuove Centrali S.p.A.

» ERG Power S.r.l. signed a 12-year project financing agreement

On 11 December ERG Power S.r.l. (100% ERG) signed a 12-year project financing agreement for a maximum EUR 330 million for the new gas-fired electricity co-generation power plant (480 MW) in the northern area of the Priolo (SR) site.

The financing agreement provides a step-in guarantee in favour of the financiers taken on by ERG S.p.A.

» Board of Directors of ERG Raffinerie Mediterranee S.p.A.

On 14 December the Board of Directors of ERG Raffinerie Mediterranee S.p.A., following the resignation of Guglielmo Landolfi as Chief Executive Officer and Director, appointed Chairman Giovanni Mondini as CEO of the company.

» The Board of Directors approved new organisational macrostructure of the Parent Company

On 15 December, following the resignation on the same date by Riccardo Garrone as Director, the Board of Directors appointed Luca Bettonte, who will remain in office until the next shareholders’ meeting.

Riccardo Garrone will continue to contribute to the work of the Board of Directors as Honorary Chairman.

On the same date, the Board appointed Luca Bettonte as Corporate General Manager, and also approved, with effect from 1 January 2010, the new organisational macrostructure of the Parent Company, which provides for the creation of a General Management Office and two Business Units dedicated specifically to the Oil and Power & Gas businesses;

ERG Renew S.p.A. will continue to be the listed vehicle through which the development of renewable sources can be tracked.
 

» ERG Power S.r.l. increases the share capital

On 17 December, the shareholders' meeting of ERG Power S.r.l. voted to increase the share capital from EUR 10 thousand to EUR 5 million, which was fully subscribed on the same date by the sole shareholder ERG Nuove Centrali S.p.A. and paid up via the transfer of the new gas-fired electricity co-generation plant (480 MW) located in the northern area of the Priolo (SR) site, effective 1 January 2010.
 

Key financials:

3Q 2009:

  • Adjusted RC Ebitda at Eu47mn, Eu165mn in 3Q08
  • RC Net Profit at -Eu14mn, Eu40mn in 3Q08

9M 2009:

  • Adjusted RC Ebitda at Eu71mn, Eu474mn in 9M08
  • RC net profit at –Eu52mn, Eu96mn in 9M08

Balance Sheet:

  • 30.09.2009 NPF at Eu713mn (Eu635mn adjusted) vs Eu1,594mn same period last year
  • Leverage at 27%

 Results of 9M and 3Q 2009

9M 2009 9M 2008 Euro millions 3Q 2009 3Q 2008
4,506 9,551 Revenues 1,762 3,323
71 474 RC EBITDA Adjusted 47 165
(22) 217 - Costal refining (4) 50
66 89 - Integrated downstream 39 54
35 183 - Power & gas 12 63
14 11 - Renewables 5 4
(22) (25) - Corporate (6) (7)

Lower results vs 3Q08 (-71%) and 9M08 (-85%)
Worse performance in both oil and power businesses

Financial

13 Nov 2009 - Genoa

The Board of Directors approves the Interim Report on Operations as at 30/09/09

Third quarter of 2009
• Consolidated adjusted EBITDA at replacement cost : €47 million, €165 million in Q3 of 2008
• Group net result at replacement cost: - €14 million, €40 million in Q3 of 2008
First nine months of 2009
• Consolidated adjusted EBITDA at replacement cost: €71 million, €474 million in the first 9 months of 2008
• Group net result at replacement cost: - €52 million, €96 million in the first 9 months of 2008

2009

13 Nov 2009

Interim Report on Operations as at 30 September 2009

document equipped with bookmarks

2009

14 Nov 2009 - Genoa

2009 Third Quarter Results

Download the Presentation and Conference Call transcription

Significant Events during the third quarter

» ERG Petroli - Restiani

On 9 July, under the terms of the agreement with GDF Energie Services S.A., the acquisition by ERG Petroli S.p.A. of the shareholding held by Elyo Italia S.r.l. in Restiani S.p.A. (60% of the share capital) and the accompanying sale by ERG Petroli of its stake in Elyo Italia S.r.l. (40% of the share capital), were finalised.
 

» Saras

On 30 July the final contract for the sale of ERG Petróleos S.A. service stations to Saras Energia S.A. was signed, as part of the agreement dated 29 October 2008.