CHEUVREUX ITALY IPO Radar ASCOPIAVE (EUR1.60 – 2.15) Gas utilities - Francesca Pezzoli 29 November 2006 Subscribe To 31/12 Sales (EUR m) % Change Net profit (EUR m) % Change EPS (EUR) P/E (x) Sales (x) EBITDA (x) ROE P/BV (x) Dividend (EUR) Yield (%) Outstanding shares Market cap Free float 2005A 2006E 2007E 2008E Key IPO figures 279.3 331.5 341.4 351.6 Total number of shares (m) +15.9% +18.7% +3% +3% Number of shares floated (m) 24.5 23.1 23.8 24.8 Shares from capital increase -18.4% -5.6% +3.0% +3.9% Shares owned pre-IPO (m) 0.18 0.17 0.17 0.18 Shares greenshoe (m) 9.1-12.3 9.7-13.0 9.4-12.6 9.0-12.2 Book-building range (EUR) 1.1-1.4 0.9-1.1 0.8-1.1 0.8-1.0 Cash inflow to company (EUR m) 5.6-7.0 5.6-7.1 5.3-6.7 5.0-6.3 Book-building period 13.4% 11.0% 9.9% 9.0% Price settlement 1.15-1.55 1.01-1.36 0.88-1.19 0.78-1.0 Book runner 0.03 0.06 0.07 0.08 Market Segment 1.2-1.7% 2.8-3.8% 3.2-4.3% 3.7-5% Pre-IPO 140m EUR224-301m 0% 221.2 81.2 81.2 140.0 12.2 1.60-2.15 130-174 27 Nov – 6 Dec 11 December Mediobanca Milan Stock exchange – STAR segment Post IPO Post-IPO/Greenshoe 221.2-233.3m EUR373.3-501.7m 36.7% 40% Shareholders: (post-IPO, post-green shoe): Asco Holding 60%, Free Float 40.0% Strengths Opportunities − 2nd largest gas distributor in wealthy north-eastern Italy − Development of upstream activities (gas import and storage) − Loyal customer base (very low switch rate of 0.12% in 2005) − Bid for gas concessions in surrounding areas − ~80% of EBITDA comes from regulated activities − Sector consolidation Weaknesses Threats − Business model focused on gas business only − Legislative uncertainty about network ownership − Dependent on ENI (80%) and Edison (20%) for gas supply − Competition from ENEL Gas, which has a dual fuel strategy − 63 concessions with municipalities that are not shareholders − Regulatory risk in gas distribution Local gas distributor seeking growth opportunities Ascopiave is the second largest gas distributor in wealthy north-eastern Italy and it is ranked eleventh overall in Italy. In 2005, revenues amounted to EUR279m, EBITDA reached EUR56m (o/w ~78% from gas distribution and ~20% from gas sales), EBIT stood at EUR45m and net profit at EUR24.5m. In 9M-06, revenues totalled EUR224m (+26%), EBITDA EUR33m (-1.9%), EBIT EUR21m (-19%) and net profit EUR11.6m (in line y-o-y). By year-end, net debt is expected to reach ~EUR70m. To date, Ascopiave has achieved limited organic growth and its current investment plan should only generate returns after 2008. At the proposed IPO range, the placement (stemming entirely from the capital increase) should consist of 81.2m shares for a total cash-in of EUR130-174m, before IPO costs. According to management, IPO proceeds will be invested in: (1) gas storage (20%); (2) new gas import contracts (55%); and (3) the acquisition of a minority stake in an LNG project (25%). Ascopiave is still heavily dependent on ENI (~80%) and Edison (~20%) for its gas supply, but it recently signed a 15-year contract with Sonatrach to import 0.5bcm of gas from 2010, ensuring greater diversification of its supply portfolio and higher margins. Our DCF model points to EV of EUR374m, which after deducting EUR70m of net debt, translates into a fair value of EUR305m (EUR2.18/share). We also ran a SOP valuation, valuing the gas distribution business at EUR285m (20% premium on 2005 RAB), gas sales at EUR85m, and other business at EUR8m. This model delivers an EV of EUR377m. After subtracting EUR70m of net debt, we arrive at EUR308m (EUR2.20/share). Based on a peer sample of local Italian utilities, Ascopiave appears cheap, even at the top end of the IPO price range (13x 2006E P/E vs. 20.3x and 7.1x EV/EBITDA vs. 9.1x), which probably discounts for the less appealing growth outlook. In September 2004, Ascopiave's equity value was valued at EUR273m, based on a fairness opinion, which seems consistent with the current valuation range. Amid the current wave of consolidation among the local utilities, we feel that Ascopiave could either be a consolidator of smaller companies or could merge with another local utility. After applying a 10% IPO discount, we derive a fair value of ~EUR2. Subscribe. Ascopiave 1 CHEUVREUX ITALY Ascopiave Operations Investment plan & use of IPO proceeds The local gas distributor, Ascopiave is ranked second in wealthy north-eastern Italy and eleventh in Italy. It operates a 6,289km network (fully owned) and in 2005, it sold 0.8bcm of gas to 304k clients. Ascotrade holds 155 gas distribution concessions (o/w 92 are awarded by municipalities, which also have stakes in the company), 77% of these concessions expire after 2010. At the proposed IPO range, the placement should consist of 81.2m shares for a total cash-in of EUR130174m, before IPO costs. Ascopiave is based mainly in the Veneto Region (~90% of its client base) and Lombardy (~10%). Ascopiave runs gas distribution operations and owns 100% of Ascotrade, which is involved in gas sales. The group is a pure gas player: in 2005, the gas business accounted for >97% of all revenues; ~78% of EBITDA stemmed from gas distribution (regulated) and ~20% from gas sales. The IPO was launched: (1) to finance core business expansion, as Ascopiave intends to bid on new gas distribution concessions nearby and consolidate smaller players in the Veneto region; (2) to pursue vertical integration at the gas business. Upstream integration will also require cash. Recently, Ascopiave acquired a 15% stake in Ital Gas Storage, which should obtain authorisation to develop gas storage activities in 2007. This will require an investment of ~EUR60m. Ascopiave is 100%-owned by Asco Holding (whose shareholders are the 93 municipalities). After the IPO, Asco Holding will control ~67% and the market ~37% excluding the greenshoe and 40% post-greenshoe. According to management, IPO proceeds will be invested in: (1) gas storage (20%); (2) new gas import contracts (55%); and (3) the acquistion of a minority stake in an LNG project (25%). Investments are expected to have an IRR of >10% and a NPV of EUR120m-150m. Recent results and company targets Valuation Summary In 2005, revenues amounted to EUR279m, EBITDA reached EUR56m (o/w ~78% from gas distribution and ~20% from gas sales), EBIT stood at EUR45m and net profit at EUR24.5m. In 9M-06, revenues totalled EUR224m (+26%), EBITDA EUR33m (-1.9%), EBIT EUR21m (-19%) and net profit EUR11.6m (in line y-o-y). Net debt totalled EUR47m, but by year-end it is expected to reach ~EUR70m. Our DCF model (5.5% WACC, beta equal to 0.7 and g of 1.5%), delivers an EV value of EUR374m, which after deducting EUR70m of net debt, translates into a fair value of EUR305m (EUR2.18/share). We also ran a SOP valuation, valuing the gas distribution business at EUR285m (20% premium on 2005 RAB), gas sales at EUR85m (7x EV/EBITDA), and other business at EUR8m (7x EV/EBITDA). This model delivers an EV of EUR377m. After subtracting ~EUR70m of net debt, we arrive at EUR308m (EUR2.20/share). Financial highlights: Ascopiave boasts high profitability and good cash generation, but lacks momentum, as its current investments should only yield returns after 2008. Ascopiave recently signed a 15-year contract with Sonatrach to import 0.5bcm of gas from 2010, which should help diversify its supply portfolio and pave the way for higher margins. In June 2006, it signed an agreement to buy Bimetano Servizi's gas sales unit in exchange for an 8-12% stake in Ascotrade (worth EUR7-10m according to our estimates, implying a EV/EBITDA multiple of 5.7x-8.5x). In Sept-04, Ascopiave's equity value was valued at EUR273m based on a fairness opinion, which is in line with the current valuation range of EUR244-301m. Multiples. Compared to local utility peers, Ascopiave looks cheap even at the top end of the IPO range (13x 06E P/E vs. 20.3x and 7.1x EV/EBITDA vs. 9.1x), implying that its less appealing growth outlook and limited size are already priced in. After applying a 10% IPO discount, we derive a fair value of ~EUR2 so we suggest subscribing. Ascopiave: 2005 EBITDA breakdown Other 2% Gas distribution 78% Ascopiave: Peer comparison Ascopiave Peers P/E 2006E 2007E 2008E 9.7-13.0 9.4-12.6 9.0-12.2 20.3 18.1 16.3 EV/EBITDA 2006E 2007E 2008E 5.6-7.1 5.3-6.7 5.0-6.3 9.1 8.5 7.6 EV/Sales 2006E 2007E 2008E 0.9-1.1 0.8-1.1 0.8-1.0 2.0 1.9 1.8 Gas sales 20% Source: Cheuvreux Ascopiave 2 R ESEARCH & D ISTRIBUTION C ENTRES B ENELUX C RÉDIT A GRICOLE C HEUVREUX – A MSTERDAM B RANCH H O NTH OR STST RAA T 9 1071 DC A M ST E R D A M T E L : +31 20 573 06 66 F AX : +31 20 672 40 41 F RANCE C RÉDIT A GRICOLE C HEUVREUX S.A. 9, Q U A I P A UL D O U M E R 92400 C OU RB EVO IE T E L : +33 1 41 89 70 00 F AX : +33 1 41 89 70 05 C RÉDIT A GRICOLE C HEUVREUX G ERMANY – F RA NKFURT B RANCH M ESS E T UR M - F R IE D RI CH -E B E RT -A N LA G E 49 D-60308 F RA N KFU R T A M M A I N T E L : +49 69 47 897 100 F AX : +49 69 47 897 530 I TALY C RÉDIT A GRICOLE C HEUVREUX I TALIA SIM S. P .A. V I A B R E RA 21 20121 M I LA N T E L : +39 02 80 62 83 00 F AX : +39 02 86 46 15 70 S PAIN C RÉDIT A GRICOLE C HEUVREUX E SPAÑA S.V. S.A. P ASE O D E L A C A ST E LL ANA 1 28046 M A DR I D T E L : +34 91 432 78 21 F AX : +34 91 432 75 13 C RÉDIT A GRICOLE C HEUVREUX S WEDEN N ORD IC AB R EGER ING SG ATA N 38 10393 S TOC K HO L M T E L : +468 723 5100 F AX : +468 723 5101 D ISTRIBUTION C ENTRES J APAN C HEUVREUX C A LY ON C A P IT A L M A R KE T S A S I A B.V., T O KY O B R AN CH S H IO D O ME S U M IT O M O B U I L D IN G , 15 T H F LO OR 1-9-2 H IG AS HI -S H I MB ASH I M INAT O - K U T O K YO 105-0021 T E L : +81 3 4580 8522 F AX : +81 3 4580 5534 U NITED S TATES C RÉDIT A GRICOLE C HEUVREUX N ORT H A MERICA , I NC . N E W Y OR K 1301 A V E NU E OF T H E A ME R ICA S 15TH F L OO R N E W Y OR K , NY 10019 T E L : +1 (212) 492 8800 Fax: +1 (212) 492 8801 S AN F RAN C IS CO O NE M A R KE T S PEAR T O WE R , S U IT E 1610 S AN F RAN C IS CO , CA 94105 T E L : + 1 (415) 543.3111 F AX : + 1 (415) 618.0821 S WITZERLAND C RÉDIT A GRICOLE C HEUVREUX – Z URICH B RA NCH B AHN HOF STR ASS E 18 8001 Z UR ICH T E L : +41 44 218 17 17 F AX : +41 44 212 25 50 U NITED K INGDOM C RÉDIT A GRICOLE C HEUVREUX I NT ERNATIONAL L IMITED 8 TH F L O OR 122 L E A D E N HA LL S T RE E T L ON D ON EC3V 4QH T E L : +44 207 621 5100 F AX : +44 207 621 5101 Copyright © Crédit Agricole Cheuvreux, 2006. All rights reserved This research report or summary has been prepared by Crédit Agricole Cheuvreux or one of its affiliates or branches (collectively “CA Cheuvreux”) from information believed to be reliable. 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