ACEA : Final Results and Pricing of the Tender Offers by Acea S.p.A. for certain of Acea S.p.A.’s Notes

Final Results and Pricing of the Tender Offers by Acea S.p.A. for certain of Acea S.p.A.'s Notes

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS) OR TO ANY U.S. PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED) OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

24 October 2016. Further to the indicative announcement made on 19 October 2016, Acea S.p.A. (the 'Issuer') hereby announces the final results of its invitation to the holders of the (i) €600,000,000 3.750 per cent. Notes due 12 September 2018 (ISIN: XS0970840095) (the '2018 Notes'), and (ii) €500,000,000 4.50 per cent. Notes due 16 March 2020 (ISIN: XS0495012428) (the '2020 Notes' and together with the 2018 Notes, the 'Notes' and each a 'Series') of the Issuer to tender their Notes for purchase by the Issuer for cash (such invitation, the 'Offers' and each an 'Offer') for up to €300,000,000 in aggregate nominal amount of the Notes (the 'TargetAcceptance Amount'), on the terms and subject to the conditions contained in the tender offer memorandum dated 12 October 2016 (the 'Tender Offer Memorandum').

Capitalised terms and expressions used in this announcement but not otherwise defined have the meanings given to them in the Tender Offer Memorandum and the announcement published on 12 October 2016.

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