PRESS RELEASE The Extraordinary Shareholders' Meeting of Enìa SpA - PDF - PDF

							                                  PRESS RELEASE


The Extraordinary Shareholders’ Meeting of Enìa SpA approves the plan
for the merger with Iride SpA.

Annual Report 2008 and the dividend of 0.357 per share approved.


Parma, 28 April 2009 - The General Shareholders’ Meeting of Enìa SpA was held
today.

EXTRAORDINARY SESSION

The extraordinary session of the General Shareholders’ Meeting approved the plan for
the merger of Enìa S.p.A. into Iride S.p.A. according to the same terms approved by
the Boards of Directors of the two companies and the municipal councils of the public
shareholders and disclosed to the public at an earlier date.
The merger of Enìa and Iride will result in the formation of a second Italian multi-utility
with combined sales (based on 2008 figures) of approximately € 3,837 million,
combined EBITDA of about € 537 million, combined EBIT of approximately € 306
million and a combined net profit of € 151 million.

The new company will serve more than 1.7 million customers in the energy sector and
over 2.4 million residents in the water-cycle and environment sectors.

The new entity will have a multi-business portfolio characterised by a significant
presence in all business areas (electrical power, natural gas, water, environment,
remote heating, and renewable energy) and a good balance of margins between
unregulated operations (40%) and regulated operations (60%).

The deal’s main strengths are the upstream/downstream complementarities in the
electrical power and natural gas sectors and the capacity for further development in the
energy area, leadership in co-generation and remote heating, with development
potential in the environment sector, driven by infrastructure and know-how, and the
leading position in the water sector.

Exchange Ratio

The exchange rate was set at 4.2 Iride shares per each Enìa share.

The exchange ratio was determined with the aid of the financial advisors Mediobanca –
Banca di Credito Finanziario and Credit Suisse for Enìa, and Banca Imi and BNP
Paribas for Iride, using valuation methods employed in international best practice,
taking account of fundamental valuations based on the business plans drafted by the
companies, and considering the trend in the two companies’ stock prices over various
holding periods.

At the request of the Municipality of Piacenza, which is an Enìa shareholder, the
shareholders also approved an amendment to the post-merger Articles of Association
proposed by the Board of Directors. The amendment, which is annexed to the merger
plan, adds a new paragraph to Article 41 (Provisional Provisions) that implements the
new governance structure and allows the re-election of the Board of Directors
immediately after the merger in order to represent the new post-merger body of
shareholders.

A detailed description of the merger plan and any further information on the
governance system to be adopted by the new Group is given in the information
document and other public documents that have been filed Enìa SpA and Borsa
Italiana head offices and that are also available on the website www.eniaspa.it.


ORDINARY SESSION

In ordinary session, the General Shareholders’ Meeting approved the 2008 Annual
Report of Enìa SpA.

The Group’s consolidated revenues amounted to € 1,377 million, up by 14.0%
compared to € 1,208 million in 2007, thus confirming the soundness of Enìa’s business
model. The increase in revenues is mainly attributable to the positive performance of
the water and remote-heating and natural gas sectors, marked by the rise in volumes
sold and distributed thanks to the favourable climate and the development of trading
operations.

EBITDA increased by 10.3%, going from € 158.9 million in 2007 to € 175.3 million in
2008.

EBIT increased by 7.8%, going from € 75.7 million in 2007 to € 81.6 million in 2008,
whereas the Group's net profit was € 35.1 million, up by 28.0% compared to 2007.

Gross investments amounted to € 160 million (+25.7% compared to 2007) and
related primarily to the enhancement of networks and facilities in the water sector, the
development of district heating, and facility infrastructure in the environmental sector.

Net financial position at 31 December 2008 was € 548.1 million, compared to € 440.5
million at year-end 2007. The increase in debt is directly connected to the purchase of
minority interests in Enìa Energia, which brought Enìa S.p.A.’s control of the latter to
100%, the payment of deferred taxes, the working capital situation associated with the
increase in turnover, and the rise in investments, aimed in particular at enhancing the
water, remote heating and environmental sectors.

Dividend at € 0.357 per share

The General Shareholders- Meeting approved the payment of a gross dividend of €
0.357 (+78.5% compared to 2007) per share for a total of approximately € 38.8X
million. The payout date is 25 June 2009 (dividend no. 2, ex-dividend date 22 June
2009).




Enìa S.p.A.
Enìa is one of the main Italian multi-utility companies. It supplies gas, electricity, water, waste
management and remote heating and operates in the Provinces of Reggio Emilia, Parma and
Piacenza. The company was formed in March 2005, as a result of the merger of the companies
Agac based in Reggio Emilia, Amps based in Parma and Tesa Piacenza.




Enìa SpA                                               Image Building Srl
Investor Relator                                       Pauline de Fazi - Federica Tommasini
Giulio Domma                                           Cell.+39.335.7513763
tel. +39.0521.248410                                   Tel: +39.06.68.39.21.00
giulio.domma@eniaspa.it                                enia@imagebuilding.it
Media Relations
Selina Xerra
tel. +39.0521.1919.910
cell. +39.335.7723476
selina.xerra@eniaspa.it