Ardian and F2i have acquired an additional 14.8 per cent of the share capital of Enel Rete Gas for EUR122.4m from Enel Distribuzione.
Ardian and F2i previously owned 85.1 per cent of the company. The closing of the transaction is expected by the end of 2013.
Enel Rete Gas is the second largest distributer of natural gas in Italy with a market share of 17 per cent and more than 3.8 million users connected to its network. In 2012, Enel Rete Gas distributed approximately 5.8 billion cubic meters of gas to 2,000 cities.
The framework agreement, signed between the parties, also includes the repayment of the vendor loan granted by Enel SpA in 2009, amounting to approximately EUR177m.
The sale of the 14.8 per cent stake in Enel Rete Gas SpA will be carried out by a vehicle in which F2i will own 55 per cent and Ardian will own 45 per cent of this new shareholding. The final amount represents the enterprise value of the company (including debt and other liabilities), which is in line with the RAB (Regulatory Asset Base). The amount will not be subject to any adjustment.
The closing of the transaction is subject to the approval of certain amendments to the statutes of Enel Rete Gas (which will be submitted to an extraordinary general meeting, convened already) concerning the system of transferability of shares, and also subject to a EUR210m loan which will partly be used for the repayment of the vendor loan granted by Enel SpA in 2009.
The loan agreement was signed by Banca IMI, Bank of America Merrill Lynch, BNP Paribas’s Italian branch, Crédit Agricole Corporate and Investment Bank, Mediobanca – Banca di Credito Finanziario and UniCredit.
F2i will make the new investment in Enel Rete Gas through its Second F2i Fund. The fund launched in October 2012 and is currently in the process of fundraising. The investment in Enel Rete Gas will be added to other investments in the portfolio, which includes a section of the incinerator TRM of Turin, a stake in SEA and, shortly, in SIA, for a total of approximately EUR300m, 25 per cent of the overall target of the Second Fund (EUR1.2bn).
Ardian will invest in Enel Rete Gas through its third generation Infrastructure Fund. In March, Ardian raised EUR1.75bn for investment in European infrastructure. The investment further reinforces Ardian's presence in Italian infrastructure, following previous investments in TreSolar, Tre&Partners and Hisi.
