Relations between ACEA and GdF SUEZ

In December 2010, ACEA and GdF-Suez (through subsidiary GdF-Suez Energia Italia) signed a Framework Agreement that will regulate the actions and activities that the parties undertake to carry out in order to terminate the joint venture agreement signed in 2002 and of mutual relations, positions, rights and obligations inherent therein.

The Framework Agreement requires the commitment of ACEA and GdF-Suez to perform a complex transaction, upon conclusion of which:

  • ACEA will acquire from GdF-Suez 40.59% of AceaElectrabel, which it will wholly own and, indirectly, all of the share capital of AceaElectrabel Elettricità and the investments held by the same;
  • ACEA, through AceaElectrabel, will own all the share capital of a new company (“Newco”), the beneficiary of the non-proportional demerger of AceaElectrabel Produzione, which will see the allocation of the assets and activities which are functional in the management of hydroelectric plants and the Tor di Valle and Montemartini plants (including therein the assets and related district heating activities) owned by AceaElectrabel Produzione plus financial and similar liabilities defined by the parties;
  • GdF-Suez will wholly own AceaElectrabel Produzione which, after the demerger of the Newco, will own three combined cycle plants and wind plants;
  • GdF-Suez will acquire from ACEA 30% of Eblacea, that in turn owns a 50% stake in Tirreno Power;
  • GdF-Suez will wholly own AceaElectrabel Trading, following the acquisition of the 84.17% investment from AceaElectrabel;
  • GdF-Suez shall transfer to ACEA an irrevocable and unconditional option, exercisable by 30 September 2011, to subscribe a five-year electricity supply contract for 5TWh per year.

The transaction is expected to be completed before the end of the first quarter of 2011.

The transaction, which exceeds the thresholds of relevance defined by the company, also taking into account the significance within the corporate structure, was approved by the Board of Directors at a meeting on 25 November 2010, after receiving a favourable judgment from the Committee for Related Party Transactions.