Eni S p A : successfully placed two Euro-denominated hybrid bonds
05/04/2021 | 12:05pm EDT
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES OF AMERICA (OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933)), CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL
Eni successfully placed two Euro-denominated hybrid bonds
San Donato Milanese (Milan), 4 May 2021 - Eni S.p.A. ("Eni" or the "Company") has successfully launched today two Euro-denominated perpetual subordinated hybrid bond issues for an aggregate nominal amount of Euro 2 billion (the "Hybrid Bond Transaction"). The hybrid bonds, bought by institutional investors, were placed in the international Eurobond market, with total orders of more than Euro 7 billion, mainly in United Kingdom, France, Germany and Italy.
The key characteristics of the two bonds are:
Euro 1 billion perpetual 6-year subordinated non-call hybrid notes issue (the "6-YearNon-Call Hybrid Notes") with a re-offer price of 100% and an annual fixed coupon of 2.000% until the first reset date of May 11th, 2027. As from such date, unless it has been redeemed in whole on or before the first reset date, which is the last day for the first optional redemption, the 6-YearNon-Call Hybrid Notes will bear interest per annum determined according to the relevant 5-year Euro Mid Swap rate plus an initial spread of 220.4 basis points, increased by an additional 25 basis points as from May 11th, 2032 and a subsequent increase of additional 75 basis points as from May 11th, 2047.
Euro 1 billion perpetual 9-year subordinated non-call hybrid notes issue (the "9-YearNon-Call Hybrid Notes") with a re-offer price of 99.607% and an annual fixed coupon of 2.750%1 until the first reset date of May 11th, 2030. As from such date, unless it has been redeemed in whole on or before the first reset date, which is the last day for the first optional redemption, the 9-YearNon-Call Hybrid Notes will bear interest per annum
1 Corresponding to an annual yield of 2.800%.
determined according to the relevant 5-year Euro Mid Swap rate plus an initial spread of
277.1 basis points, increased by additional 25 basis points as from May 11th, 2035 and a subsequent increase of additional 75 basis points as from May 11th, 2050.
The scheduled settlement date for the hybrid bonds is May 11th, 2021. The hybrid bonds are governed by English law and will be traded on the regulated market of the Luxembourg Stock Exchange.
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. The information in this announcement is subject to change.
This announcement is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia) or for the account or benefit of any U.S. Person as that term is defined in the Securities Act as defined below (a "U.S. Person"), Australia, Canada, Japan or South Africa or any other jurisdiction where such an offer or solicitation would require the approval of local authorities or otherwise be unlawful (the "Other Countries"). This announcement is not an offer or solicitation to purchase or subscribe for securities in the United States, Australia, Canada, Japan, South Africa or in the Other Countries. The securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or pursuant to the corresponding regulations in force in Australia, Canada, Japan, South Africa or the Other Countries and may not be offered or sold in the United States or to a U.S. Person absent registration with the United States Securities and Exchange Commission or an exemption from registration under the Securities Act. Eni does not intend to register any part of the securities in the United States or to conduct a public offering of securities in the United States, Australia, Canada, Japan or in the Other Countries.
In any Member State of the European Economic Area ("EEA") and the United Kingdom ("UK"), this announcement is only directed at and may only be communicated to persons who are "qualified investors" ("Qualified Investors") within the meaning of Article 2(e) of Regulation (EU) 2017/1129 or Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA").
This announcement is directed only at Qualified Investors (i) who are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) who have professional experience in matters relating to investments falling within Article 19(5) of the Order or (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons").
Any investment or investment activity to which this communication relates is only available to relevant persons and will be engaged in only with relevant persons, or in the EEA, with Qualified Investors. Any person who is not a relevant person, a Qualified Investor or otherwise permitted under applicable law or regulation to access this announcement, should not act or rely on this announcement.
MiFID II professionals/ECPs-only / No PRIIPs KID - Manufacturer target market (MIFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) pursuant to Regulation (EU) 1286/2014 (the "PRIIPs Regulation") has been prepared as the offer is not addressed to retail investors in the EEA.
UK MiFIR professionals/ECPs-only / No UK PRIIPs KID - UK Manufacturer target market (UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No UK PRIIPs key information document (KID) pursuant to the PRIIPs Regulation as it forms part of UK domestic law by virtue of the EUWA has been prepared as the offer is not addressed to retail investors in the UK.