COMUNICATO ERG diventa il primo produttore di energia eolica in Italia con l'acquisizione degli asset di GDF SUEZ

Genoa, 5 December 2012 – ERG today reached an agreement with International Power Consolidated Holdings Ltd (100% GDF SUEZ) for the acquisition of an 80% equity interest in IP Maestrale Investments Ltd, leading operator in Italy in the sector of renewable energy from wind sources with an installed capacity of 636MW, of which 550MW in Italy and 86MW in Germany.

The value of the acquisition – in terms of enterprise value (net debt + equity relating to 100%) - is 859 million Euro, corresponding to approximately 1.35 million Euro per MW of installed capacity. The amount payable for the shares upon transaction closing is 28.2 million Euro for an 80% interest in IP Maestrale's capital. The agreements provide for a put and call option on the remaining equity interest of 20%, exercisable starting from at least three years after the closing. The wind farms are entirely financed through non-recourse project financing granted by a pool of leading Italian and international banks, due to expire in December 2022. In FY2012, the acquired company is expected to post EBITDA of around 120 million Euro.

The Italian wind farms are located in Sicily (161MW), Sardinia (111MW), Campania (95MW), Puglia (91MW), Basilicata (55MW) and Molise (37MW), while the German wind farms are located in the country's central and northern regions. The producibility of the high-quality assets is estimated at almost 2,000 hours per year, which is above the national average.

The transaction closing, subject to approval by the Antitrust Authority and acceptance of the change in control by the financing institutions, is scheduled to take place in the first quarter of 2013.

Luca Bettonte, ERG's Chief Executive Officer, commented: "The transaction with GDF SUEZ, world leading energy operator, is of great strategic importance to the ERG Group which, through its subsidiary ERG Renew, thereby becomes the foremost producer of wind energy in Italy and ranks among the top ten in Europe, accelerating its international development via entry into the German market. The assets acquired are of high quality and offer a significant level of complementarity with those of ERG Renew, thus enabling the achievement of major operational and managerial synergies, which are essential to operate in a progressively maturing sector. ERG Renew can now rely on an industrial and financial dimension that will allow it to independently pursue its growth path which, following this transaction, is above all internationally oriented."

In this transaction, UniCredit and BNP Paribas have acted as financial advisors, the firm DLA Piper has acted as legal advisor and Ernst & Young has acted as transaction advisor for accounting and fiscal aspects. Banca Imi has issued a Fairness Opinion with regard to the fairness of the price.

This press release, concerning the agreement reached with International Power for the acquisition of an 80% equity interest in the company IP Maestrale Ltd., issued at 7.15 pm (CET) on 5 December 2012, has been prepared pursuant to the Regulation implementing Legislative Decree no. 58 dated 24 February 1998, adopted by CONSOB under resolution no. 11971 of 14 May 1999, as amended and supplemented. It is available to the public at the offices of Borsa Italiana S.p.A. and on the Company's website (www.erg.it) in the section "media/press releases".

Contacts:

Alessandra Mariotti Media Relations Manager- tel. + 39 010 2401364 cell. + 39 335 8053395 e-mail: stampa@erg.it 
Emanuela Delucchi IR Manager – tel. + 39 010 2401806 – e-mail: edelucchi@erg.it 
Matteo Bagnara IR - tel. + 39 010 2401423 - e-mail: ir@erg.it  – www.erg.it