Good morning, this is the Chorus Call conference operator. Welcome, and thank you for joining the Snam Enters the capital of Open Grid Europe conference call. As a reminder, all participants are in listen-only mode. After the presentation, there will be an opportunity to ask questions. Should anyone need assistance during the conference call, they may signal an operator by pressing star and zero on their telephone. At this time, I would like to turn the conference over to Miss Francesca Pezzoli, Head of Investor Relations of Snam. Please go ahead, madam.
Good morning, ladies and gentlemen. We have convened you here today for a quick call to provide some details with regards to the transaction announced yesterday at market close. The agenda envisages an introduction from Stefano Venier, Snam CEO, with the highlights of the transaction. Luca Passa, Snam CFO, will provide data around the assets acquired, the regulatory framework, the market outlook, and the impact of the transaction on Snam. Finally, back to Stefano for closing remarks. At the end of the presentation, there will be time for Q&A. I will now hand over to Stefano.
Thank you, Francesca. Good morning, and thank you for joining. We are proudly announcing today a significant milestone in our strategy to consolidate the largest pan-European multi-molecule infrastructure operator, as I will show you on the next page. Let me now come back on the major highlights of the transaction. We have reached a binding agreement to acquire from ADIA a 24.99% stake in Viergas Holdings, which indirectly owns Open Grid Europe, Germany's largest gas transmission network operator, for an equity value of EUR 920 million. The closing is subject to some usual condition precedents. The implied multiple on 2025 estimated EBITDA is equal to approximately 12 x, rolled in line with regulated utilities' average trading multiples. This transaction aligns and best fits with our broader pan-European multi-molecule perspective and aims to bolster Snam's role across key European gas and hydrogen corridors.
Snam is the first Italian energy player to make a sizable entry in the core German energy infrastructure space. In fact, Germany, already the largest gas market in Europe by volume, is supposed to become the primary market for hydrogen on the continent. OG E's gas network is at the core of gas infrastructures in Europe, featuring 17 interconnections with seven bordering countries, including the interconnection to Snam's Austrian associates GCA and TAG, interconnected to Italy through the Tarvisio entry point, where export capacity has been recently expanded to 9 BCM per year, and in 2026 will reach 14 BCM reverse flow. The acquisition can be financed through the current financial flexibility or via hybrid financing instruments in order to maximize net profit contributions while maintaining the financial flexibility.
In this perspective, the transaction is expected to increase the annual net income by 3% on average over the current business plan period, with no impact on Snam's traded ratings or dividend policy. On the next page, Snam manages the largest transport, dispatching, storage, and regasification natural gas infrastructure and operates the most developed multi-molecule energy transition platform in Europe, as you know. Snam's asset base extends beyond the major pipeline entry points due to our significant equity participations on TAP and DESFA on the east-west MED route, TAG and GCA on north-south and vice versa route, and the SeaC orridor on the south-to-north route.
Thanks to the extended network and presence in core territories, OGE will complete and complement our presence along key current and future energy corridors, primarily the south-north from Algeria to North Sea, strengthening our role in the European energy transition through frontline exposure to the German hydrogen core grid in view of the integration with the hydrogen south and backbone south H2 corridor, which is promoted by Snam, and the other two corridors, H2 MED and CHC, participated by our affiliates. The strategic rationale of this deal is very sound and built on the strategy outlined. I will now hand over to Luca for a transaction overview, OGE description, key highlights on German regulatory framework, and the transition in the transaction impact. To you, Luca.
Thank you, Stefano. Good morning, everyone. I will start with an overview of the transaction. We have signed a binding agreement to acquire a 24.99% stake in Viergas Holdings, VGH, a Luxembourg-based company which indirectly owns 100% of the share capital of Open Grid Europe from Infinity Investment SA, Abu Dhabi Investment Authority fully-owned investment vehicle, for an equity value of EUR 920 million. This corresponds to an EV/EBITDA 2025 multiple of 12 x, an implied EV to RAB on 2025 expected RAB estimates of lower than 30% in line with recent similar transactions. Besides the agreement with ADIA, Snam has also entered into a separate share purchase agreement with the Belgian TSO Fluxys, current shareholder of VGH with a stake of approximately 24.11%, and already partnering with Snam in interconnector, TAP, and DESFA.
The agreement, subject to the completion of the transaction with Infinity Investments, entails the sale from Snam to Fluxys of a 0.5% stake of VGH so that Snam and Fluxys will hold a substantially equal shareholding. Snam will secure balanced governance rights aligned with other shareholders. The transaction is expected to close within the third quarter of 2025 upon satisfaction of certain regulatory conditions, namely the obtainment of the merger control clearance by the German Antitrust Authority, the foreign direct investment clearance by the German Ministry of Economic Affairs and Climate Action, and the successful finalization of the process for the exercise of other shareholders' relevant rights as foreseen by the shareholders' agreement. Let's now look at OGE assets and key figures on slide number five.
OGE is Germany's largest independent gas transmission operator, managing a network extending for approximately 12,000 km with an annual offtake volume of approximately 21 BCM and more than 400 end customers. Its network is situated in the heart of Europe's gas infrastructure, featuring 17 interconnections with seven neighboring countries, including Belgium and Switzerland, as well as Snam, Austrian associates GCA and TAG, and to Italy through the Tarvisio entry point, where export capacity has been recently expanded to 9 BCM per year. In 2026, we reach 14 BCM. It plays a vitally important role in securing energy supply for Germany and Europe by operating connections to neighboring countries, LNG terminals, industrial companies, and storage facilities. It has a solid track record in designing, building, and operating gas transmission according to the highest safety and environmental standards, and it provides services related to gas transmission.
Moreover, OGE is a cornerstone of the core H2 grid, whose purpose is to create a nationwide publicly accessible hydrogen network in Germany, and it is ideally positioned in one of the most industrialized areas where potentially CO2 transport infrastructure could be developed. Key 2024 figures: more than EUR 1.1 billion of revenues, 85% of which are fully regulated, and reported EBITDA of approximately EUR 434 million. A more appropriate parameter to look at is EBITDA adjusted for regulatory items, which stands at EUR 627 million in 2024, according to our estimates. It is gross of items offsetting over and underperformance compared to reference regulatory revenues in 2020 and 2024. In particular, 2024 revenue shortfall of EUR 155 million will be settled by a regulatory account mechanism in the period 2027-2029. Net debt with debt-like items, according to our analysis, stands at EUR 3.4 billion as of December 2024.
According to Viergas' recent public disclosure, the outlook for 2025 is sound, with approximately EUR 500 million-EUR 600 million EBITDA range and CapEx to increase to EUR 650 million-EUR 750 million. Rising CapEx reflects the ramp-up of the H2 core grid construction, as well as the continued investments for LNG integration into the CH4 grid. In Germany, RAB figures are not publicly available. Our valuation is based on an estimated RAB of approximately EUR 5.5 billion in 2025 and a EUR 6 billion CapEx plan for 2025-2034, 55% of which is dedicated to gas, 40% to H2, and 5% to CO2, underpinning an estimated RAB growth to approximately EUR 8 billion by 2034. On slide six, an overview on the molecular demand evolution. Germany is currently the largest European market for natural gas, with a total consumption of about 78 BCM in 2024, or about 840 TWh, up 3.5% vis-à-vis 2023.
In addition to domestic demand, Germany plays a significant role as a transit market, contributing to the supply of natural gas to the Central European market with about 8 BCM of export in 2024. It is also the most advanced market in terms of hydrogen development. We have estimated the German molecules market future evolution, considering various decarbonization strategies and policy scenarios. We have also assessed the risk that Germany's legal net zero target for 2045 might be postponed to 2050 or later. Despite the uncertainties surrounding the path to decarbonization and the increase in hydrogen volumes, molecules are projected to remain an essential part of the energy mix in all scenarios, especially due to the nuclear phase-out in 2023 and the planned coal phase-out by 2038.
Moreover, there is a potential for CO2 grid to be developed to enable large-scale deployment of CCS in Germany, transporting more than 50 million tons of CO2 in the future, plus transit volume from neighboring countries. OGV 's assets are positioned in high-demand and high-emission regions of North Rhine-Westphalia , Hessen, Rhineland-Pfalz, and Bayern, which are also key for H2 core grid development. This provides a natural edge between different molecules and their future evolution. Let's now move to the regulatory environment on page seven. Germany has a well-established gas infrastructure regulatory framework in place for more than a decade, enabling an adequate remuneration of investment, incentives for efficient operators, and no volume risk. Moreover, it is the most advanced European country in terms of regulation for H2 infrastructures. Moving to slide eight, the current regulatory period, RP4, provides visibility until 2027, with the revenue cap already largely set.
It is a five-year regulatory period, cost-based with pass-through costs adjusted on an annual basis, efficiency factor, and faster remuneration recognition of new investments. Moreover, the regulator, BNetzA, is in the process of moving towards a reviewed framework, RP5, from 2028, based on a WACC approach for capital cost, efficiency measures, and optional shortening of depreciation period for natural gas assets. On hydrogen, and I'm now on slide number nine, Germany was one of the first European countries to issue a national hydrogen strategy. The most recent national H2 strategy outlines measures from the short to long- term to establish a functional H2 market by 2030. A key component of this vision is the H2 Core Grid, already approved by the regulator to enable suppliers and consumers to transition their operations to H2 usage.
The H2 core network will be constructed from 2025 to 2032 and will cover a total length of approximately 10,000 km, with about 60% consisting of repurposed natural gas pipelines. The investment costs are estimated at EUR 19 billion. The network will be built and operated jointly by several H2 network operators, with Open Grid Europe contributing a significant portion of the investment, amounting to EUR 1.6 billion already committed. The H2 regulatory framework will incentivize investment by ensuring sufficient returns and providing downside protection mechanisms through an established amortization account backed by KfW and a German state guarantee. Let's now focus on the key impact on Snam's figures on slide number 10. With this transaction, Snam will reach over 40,000 km of gas pipeline length, including the pro quota of the associates, an 8% increase.
Being a minority participation, it will be equity accounted and therefore contributing below EBITDA, like for the other associates. We estimate EUR 40 million of average contribution to net income over the period 2025-2029, which implies a 2%-3% accretion to net income depending on the financing and 1% EPS accretion. We intend to propose to the next board of directors authorization for a hybrid issuance to maximize net income accretion while keeping current financial flexibility. The deal will have no impact on Snam credit ratings and dividend policy. I will now hand over to Stefano for the closing remarks.
Thank you, Luca. I think that with this transaction, Snam is the first-ever Italian energy player to make a sizable entry into the German energy infrastructure space a s I said. T he German market, as we highlighted, is the largest in Europe, with gas fuel demand of approximately 85 BCM in 2024 and expected to remain solid also due to the development of the hydrogen market and CO2 development. It has a well-established regulatory framework, as we explained to you, with solid investment prospects across different molecules. OGE is Germany's largest independent gas transmission operator at the center of the European system, with extensive interconnections with key access points and countries, and which contribute to energy transition efforts through its leading role on German hydrogen core grid development.
Snam and OGE enjoy a great strategic fit, given their key role in gas and decarbonized molecule transport and the geographical positioning of assets along the south to north energy corridor and relevant branches toward east and west. With these transactions, Snam will announce its standing as Europe's largest gas infrastructure operator, improving net income while maintaining financial flexibility. This represents another key milestone in implementing our strategy focused on further developing a pan-European multi-molecule network, as we presented last January with our business plan. Let me now turn to you for some questions.
Thank you. This is the Chorus Call Conference Operator. We will now begin the question- and- answer session. Anyone who wishes to ask a question may press star and one on their touchstone telephone. To remove yourself from the question queue, please press star and two. Please pick up the receiver when asking questions. Anyone who has a question may press star and one at this time. The first question is from James Brand, Deutsche Bank. Please go ahead.
Hi, good morning and congratulations on the deal. I had three questions, if that's okay. The first one is, you've obviously taken a 25% stake. Would you ideally like to go higher, or are you satisfied with 25%? Secondly, I'm not sure if you mentioned the RAB at 2024 year end on the call earlier, but if you did, I didn't catch it. I was wondering whether you could just tell us what the kind of current or 2024 year end RAB is and whether there's any debt at the holding company so we can have a slightly clearer view on the financials. The third question is whether there are any details you can give us on how the company is performing under the regulatory framework in Germany, because it is not known for being that generous in terms of the base allowed return, but sometimes companies can outperform quite materially under incentives. How are you doing under incentives? Thank you very much.
Okay, thanks, James. Regarding the first question, yes, we have signed a buying agreement for 24.99%, but also I said that we can currently sign an agreement once this is closed to sell 0.5% to Fluxys, which means our final position will be 24.5%, more or less equal to the position of Fluxys that we have in the two international holdings. Regarding potential increase of the stake in the future, clearly this is the first step. We will see also the other shareholders what will be their attitude. We will evaluate, but clearly we now want to have exposure to the assets with a minority participation and see how basically the regulatory evolution also in Germany will play out. Regarding the second question, I did not mention the RAB for 2024. I did mention RAB for 2025. So 2025 RAB is EUR 5.5 billion, and this is our estimate.
2024 RAB is EUR 5.2 billion. Again, this is our estimate. Therefore, multiples on 2025 is 1.29 x for the transaction, while multiple on 2024 RAB is 1.36 x. The debt that I mentioned, EUR 3.4 billion, is all at the holding company level. Therefore, there is no additional debt that needs to be referred. Regarding the performance of basically the company vis-à-vis the regulatory framework, you know that RP4 has been already, let me say, adjusted in the sense that you have remuneration for old assets, for new assets, plus there is a capital cost acceleration that actually has even a higher type of return. I think the company also in terms of incentives is performing according to the basically regulatory framework.
Clearly, on our side, we will, as a minority shareholder, push for efficiency outperformance also in the new regulatory period, which will have a different set in terms of both efficiency and productivity factor vis-à-vis the existing one. You know that they are moving, and this was publicly stated by the regulator and already implemented for some electricity TSOs in Germany to a RAB WACC remunerated model according to the different molecules that will be transported. We will have a remuneration which will be set by the regulator. On top of that, there will be efficiency factor and productivity factor set again by the regulator, which we deem to be appropriate, let me say, going forward for what we know today, because this is a current discussion that is happening with the regulator. I will probably stop there. I do not know whether, Stefano, you want to add anything.
Oh, just one thing to add with respect to the first question. Let me say that the governance structure of the company is very well balanced. With this stake, we will have the right to appoint two board members, as for Fluxys and BCI, which may get a single board member. I think with the 24.5% at the final stage of the process, we will be equally represented and we will equally contribute to the governance of the company. I think it is going to work very well. Bigger in the beginning. As Luca said, we will see for the future. For the time being, we are satisfied with this first step move.
Thank you both very much.
Next question is from Javier Suárez, Mediobanca. Please go ahead.
Hi, good morning all , and thank you for the presentation. Three questions. The first one is beyond the financial aspect and thinking about the strategical imprinting of Snam in Europe after this acquisition. How do you consider the potential benefits for Snam and its European strategy streaming from this operation? I'm thinking about operational efficiencies, know-how, again, capacity to influence the European energy strategy, things related to security. Maybe a follow-up question on the governance, because obviously with a minority state, which is the capacity of Snam to influence the strategical roadmap of this company for the next year to come. That would be the first question. The second question is on the financing. It is fair to say that the preferred option of Snam is to finance this acquisition via additional hybrid.
A question linked to that one, would you consider also the disposal and additional disposal, maybe to concentrate more on what you call a pan-European multi-molecular strategy? The third question is on the profitability of the profitability of this company and CapEx profitability while expanding the network in Germany. Can you please make us a comparison on how the regulation in Germany for this company compared with the regulation for Snam gas transmission activities in Italy? Just to have a sense on the difference in profitability while investing between these two countries. Thank you.
I'll take the first two. I mean, with respect to the first about printing, as you said, in Europe, I think this move is extremely important. It gave us a first and direct exposure to the major market in Europe that is central and pivotal not only for the gas energy security, but also in perspective on the green molecules or decarbonized molecules with very important options also related to the CO2. That is an emerging solution also for automated industries in Germany. This led us to, let's say, better coordinate what are the decisions that are taken in Italy with respect to decisions taken in Austria, specifically in Germany, and with our partner Fluxys also on the west part of Europe.
I think this, let's say, move, this entry in the German market complements and gives us also certain, let's say, additional capabilities to try to, let's say, propose and influence what are the decisions on European level at all, given also the presence we have in other key countries like France, Greece, and the south corridor east-west. I think it's extremely important also to, let's say, coordinate on transnational projects. If you think about South Edge to Corridor, of course, South Edge to Corridor exists if there is a full coordination between the development in the Italian market, in the German market, and on the production side on the northwest Africa, where, as you know, we have a presence on the pipeline of sea corridor.
I think it gives us a comprehensive and very strategic positioning to try to steer and best fit the investments with respect to the different countries, taking, I would say, also a leading role in this process of creating an interconnected and unique energy market that is, let's say, that underpins the better efficiency in the gas market in Europe, of course, as far as the infrastructure is related. Also the most recent, let's say, openings like the new FSRU in Ravenna, of course, takes a further and additional, let's say, strategic perspective with respect to the corridor that goes from north part of Italy toward the central part of Germany. Just to make an example, two days ago, we were exporting 23 million cubic meters in a single day. That is almost full capacity with respect to the 9 BCM that we made available in the corridor from Italy to Austria.
With respect to the second part of the question was the governance. Yeah, of course, we have some rights in designing and in taking the decision as the other shareholders. I think the governance is very well balanced considering the different stakes and the role that the player has. I think it's important to underline that with this acquisition, the company we have two major industrial players in the shareholding and two major financial players. In some way, balancing the industrial perspective with respect to the financial perspective. On the second question about the preference for hybrid funding, of course, it is a decision that the board has to take.
As Luca said, we will propose the board to finance the acquisition with the issuing of the hybrid. That is the ideal instrument considering the, let's say, the type of acquisition we are doing. With respect to potential disposal, as we said, and we committed a couple of years ago in making some asset protection, it's something that we always consider with the clustering we presented to the market. We executed the disposal of ADNOC a month ago or even less than a month ago, a few weeks ago, that was consistent with what we said. We will keep on moving in the same direction. We presented even also last January with a business plan with clear clusters of the stakes we have between strategic and more opportunistic. I'll leave the third to Luca.
Sure, which is profitability and on CapEx. Just to give you some numbers, the current regulatory framework, RP4, provides basically for old assets, a return on equity real pre-tax of 3.51%. For new assets, a return on equity nominal pre-tax of assets between 2026 and 2023 of 5.07%. The CCA, which is the cost capital acceleration, a return on equity nominal pre-tax of 7.1%, which affects basically assets from 2024 and onwards up until the end of the period. I think it is more or less in line with the remuneration we are taking into account that clearly cost of capital in Germany is, I would say, lower than what it is currently in Italy. Our expectation clearly for the next regulatory period, we made some assumption, but it is a current, I would say, dialogue with the regulator.
I will not comment on what is going to be the expectation there, although again, it will be, let me say, risk-adjusted for the risk profile of investment in Germany vis-à-vis Italian investment. Finally, on the CapEx plan, as I mentioned during the presentation, we expect EUR 6 billion of CapEx up until 2034 from OGE. There is clearly a ramp-up in the next two to three years, which gets on an annual spending above EUR 1 billion. Once, I would say, the majority of the CH4, so the gas investments for the security supply, are finished, the company will align over EUR 600 million, more or less, of spending on an annual basis.
Let me add only a single information. Among the EUR 6 billion of CapEx that were mentioned by Luca, the contribution of the CO2 pipeline is very negligible. In case this type of, let's say, solution will ramp up, as we see, by the way, all across Europe, this will imply a further role of OGE on that part of business.
The investment plan should basically provide a regulated asset base by 2034 in the region of EUR 8 billion. Therefore, the annual growth of the regulated asset base is very much in line with the current growth of Snam regulated asset base.
Thank you.
Next question is from José Ruiz Barclays. Please go ahead.
Yeah, good morning. Thanks for the presentation. Just three quick questions. Number one, from a strategic point of view, can we understand you're refocusing on Europe and kind of leaving aside international expansion outside Europe? Second question, can we assume that you're selling the 0.5% stake to Fluxys at the same price that you acquired from Adia? Last one is a clarification on the net profit that you're expecting. I mean, you have in the annex the net profit for FEA gas moving from 470 to 107. If I assume the EUR 40 million, you're expecting EUR 160 million net profit going forward, unless you're including the net financing cost from the acquisition. Can you clarify a little bit the earnings profile of FEA gas? Thank you.
I'll take the first two again. The first one, the strategic direction clearly is on focusing on Europe and, let's say, the perspective toward the southern part of the Mediterranean area since we have already the interconnection with Tunisia and the interconnection toward Greece and the presence in Greece. All the rest outside Europe has been, as you know, disposed through the sale of the ADNOC stake, and we are not pursuing options all around the world. Full focus is on this area and on the perspective of the multi-molecule, that means CH4, natural gas nowadays, and the other two molecules, the hydrogen and the CO2. About the selling of stake to Fluxys, it's going to happen at the same price we are buying the stake from ADIA. Luca for the third.
Yes, on net profit, you are right. Reported net profit is lower this year, but as I mentioned before, there is a regulatory adjustment for basically past and performances of revenues booked in 2020 and 2024 that will be reabsorbed in the coming years. Therefore, you should expect also the reported net profit in the coming years to be higher than the one that is reported for 2024. Therefore, contributing on average is EUR 40 million. There is clearly, I would say, a starting point which is lower, and then from next year is actually going even above that type of contribution. When we give numbers without the financing through hybrids, clearly we take into account also the cost of financing for us. Therefore, the 1% EPS accretion with basically financial flexibility, i.e., normal financing, is net of the financing cost.
That's very clear.
Next question is from [Bartek Kubicki], Bernstein. Please go ahead.
Good morning and thank you for taking my questions and congratulations on the relatively bold move towards Germany. I would have to say the transaction does not seem very cheap in my numbers. It is like 22x, 3 x PE. You are mentioning that the assets are growing at the Kager, similar to Snam, while Snam is trading at 11x, 12 x PE. Consequently, of course, the first one will be, how do you justify the significant premium you are paying for those assets over, let's say, Snam? How would you justify it against, for instance, buying back your own shares? My question will be on the net income what you just discussed because you said that the next years will be impacted by regulatory adjustments from the previous years, which means there will be above norm.
Consequently, I would assume this EUR 40 million is also taking into account those regulatory adjustments. My questions on this will be, what is actually the sort of the recurring level of net income, excluding the regulatory adjustments? Also, given the RAB growth and the CapEx growth, what kind of EPS or net income CAGR are we looking for for the next, whatever, 5, 10 years to justify this 20+ PE multiple on the transaction? That will be everything for the moment. Thank you very much.
Stefano, okay. First of all, in terms of multiples, the closest comparable to this transaction is actually the acquisition that Fluxys made in 2023 from Macquarie for just north of 24% stake. At the time, they paid 12.3 x EBITDA and a multiple on RAB of 136%. Clearly, this was 2023 when there was much less certainty on CapEx deployment for both CH4 and the core H2 grid was not approved and financed by the government. What I'm trying to say is we are paying lower multiples in 2025 for a slightly larger stake with a visibility in terms of CapEx deployment, which is much higher. It is much higher both on CH4 as well as on the H2 core network.
The average multiples for this type of transaction in Germany have a premium to RAB of 150%, so even higher, and an EV to EBITDA multiple of 12.2%. We are taking into account six or seven transactions that were done basically in the country. Therefore, I think that in terms of valuation, we just paid what is correct in terms of multiples. When it comes to basically net income, as I said, net income will be adjusted for regulatory past and the performances. Today it is in the region, as reported by Viergas, of EUR 110 million. You should assume a recurring, which is more closer to EUR 150 million going forward, as recurring net income for 100% clearly of Viergas.
If I may, what kind of net income CAGR are you seeing for the next, whatever, 10 years given this 4% RAB CAGR? More or less, I mean, you must have something in your mind, I guess, on this one.
I mean, Bartek, these are our estimates. This company has listed bonds. We cannot comment too much on what we expect in terms of growth. Even the RAB estimates, the CapEx estimates, I think we gave you enough data. You asked for, let me say, an ordinary net income, and I gave you a figure. I cannot give you the exact CAGR because this is a company with listed securities.
Okay. Thank you very much.
Next question is from Piotr Dzieciolowski, Citi. Please go ahead. Piotr Dzieciolowski, your line is open.
Oh, hi. Hello. Sorry, I had to unmute myself. Good morning, everybody. I wanted to ask you about the net income improvement that you expect from the transaction, which you write to be 2%-3%. I mean, correct me what you do on the math. If you get a EUR 40 million net income contribution, but then you have to take a debt on the back of it, finance with hybrids, how much it costs you, and then where do you see the actual post-hybrid improvement of this one? The second question I have, what's your expectation towards regulatory review that is going on in Germany with regards to the gas transmission asset? What's your either ROE for 2028 or a proxy WACC for 2028? I would start with these two questions, please.
Sorry, can you repeat the second question, which was unclear? I mean, you're breaking up.
Sure. Yeah, sure. Basically, in Germany, as I understand, we are going to change the regulatory framework where we're going to blend every different type of asset into one RAB, one WACC. I just wanted to understand what's your expectation towards this element. Do you see an uplift of the returns in 2028 versus 2027 because we changed the kind of repriced the old assets, so to say?
Okay. Regarding the first question, in terms of the math, it's pretty simple. If you take EUR 100 million, we assume a cost that for us should be in the region of EUR 25 million, a net income on average of EUR 40 million. You do the math, you subtract the cost of financing, and you get to basically an EPS accretion that is more than 1%. Clearly, if we were using hybrids, which is the preferred route, as Alessandra said before, we will reach over 3% on net income accretion because in that case, the cost of financing of the hybrid will not go against the net income because, as you know, from an IFRS standpoint, hybrids are accounted as capital. Those are the maths which are pretty simple, basically, to be done.
Regarding the new regulatory period in Germany, as I said, we can give limited information as the company itself is having the regulatory, I would say, dialogue with the regulator currently. We do expect, let me say, a RAB-based WACC remunerated period where the WACC is, let me say, in line with the Italians, taking into account what is the difference in terms of a rate of free risk of Germany vis-à-vis the Italian one. Therefore, you should expect something which is attractive for us or for the company itself to basically commit those types of investments that we are estimating.
Okay. I mean, correct me if I'm wrong, but on the hybrids, you're going to take your hybrid and use it versus to finance setting the German regulatory framework, and there's a German cost of debt for municipality utilities, which is at 3.87% or around 4%. You're not going to outperform on the financing side. The net impact, if I understand the accounting EPS enhancement you're talking about, but the net effect on my kind of cash flow is going to be zero or even negative. Correct me if I'm wrong in my thinking.
It's not zero because, as I said, if I were to finance this with the plain vanilla financing, my cost would be in the region of EUR 25 million of financial expenses per year against an average of net income contribution in the EUR 40s million. So it's positive, and it's accretive of 1% on EPS. When you're using hybrids, the cost of financing doesn't go against the contribution. Bear in mind that we are acquiring a minority stake. This will be accounted as equity method. Therefore, we are not consolidating the assets. We shouldn't compare it in terms of to finance an asset which is based in a country with the same country risk. We are buying an equity stake, which is equity accounted for.
Okay. Understand. Thank you very much.
As a reminder, if you wish to register for a question, please press star and one on your telephone. Next question is from Aleksandra Arsova, Equita. Please go ahead.
Hi, good morning. Thank you for taking my questions. Three questions on my end. The first one, maybe a high-level one, since you are increasing your exposure to an infrastructure with a, let's say, high level of expected CapEx related to H2 and innovative molecules. So that is also implied that you're more confident or that this increases the visibility on a positive investment decision on hydrogen over in Italy in 2027 and beyond.
The second one is on the CapEx planning for Open Grid Europe. You already mentioned these EUR 6 billion in the coming decade. I was wondering, since now in Germany, the government is launching this new infrastructure plan also related to energy infrastructure. Do you expect to maybe have an impact from this new infrastructure plan or to add the new CapEx and additional maybe growth from this? The final one is on financial flexibility. You said, if I understand correctly, that you have additional financial flexibility also after this latest deal. Can you remind us what is the remaining financial flexibility you have to pursue further deals potentially? Thank you.
Stefano, you want to take the first one?
Yeah, the first one, of course. I think we are, in the sense that we are increasing the exposure on the H2, but with respect to Germany, where there is a clear plan approved by the government and with a clear allocation of resources that, as far as OGE is concerned, accounts for EUR 1.6 billion that are already committed by the government and covered by a mechanism of protection that is backed by KfW. We are not increasing the exposure in terms of risk. We are just increasing the exposure with respect to the development that Germany plays, reminding that Germany plays a key role in the development of the hydrogen corridors and the hydrogen market in Europe.
Therefore, to a certain extent, as you highlighted, this will, let's say, make the development of this outage to corridor more feasible as soon as this infrastructure will be deployed and the demand will move up. The presence in OG will give us a clear firsthand position to understand how the German market will develop since with respect to corridor, it has to absorb around 50% of the volumes that are expected to transit in this infrastructure. The coordination between the developments of the two markets is very important.
With respect to the new plan for infrastructure set by the government, I think the one that they already defined for hydrogen is part of. Of course, it's not in the additional part that they are launching, but it's part of the phase one that has been already defined. I do not expect additional ones apart from possibly eventually the CO2 that has not been involved in this first round that includes the hydrogen. About the financial flexibility, Luca, turn to you.
Yes. In terms of financial flexibility, today, after the sale of ADNOC, we are currently running a couple of billion of financial flexibility, up to 70%, which is the threshold we set internally in terms of net fixed assets, including the associates. You know that the real threshold is 75% for the agencies. Now, as I mentioned, why we are choosing to basically finance the acquisition, if the board clearly approved the authorization through hybrids, is to maintain this financial flexibility going forward. Therefore, if we were to finance a fully reliability transaction, we might have even additional financial flexibility to the position today. According to that, we will size the hybrid issuance accordingly. The idea is to maintain the current financial flexibility after this transaction is basically closed.
Okay. Very clear. Thank you.
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Okay. Thank you very much for connecting today, and we are available for any follow-up questions.
Thank you. Thank you. Bye.
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