Eni S.p.A. ("Eni") announces an offering (the "Equity Offering") of 49,755,038 Galp Energia SGPS S.A. ("Galp") shares (the "Shares")
San Donato Milanese (Milan), 26 November 2012 - Eni S.p.A. (“Eni‘) announces an offering (the “Equity Offering‘) of 49,755,038 Galp Energia SGPS S.A. (“Galp‘) shares (the “Shares‘) which includes, pursuant to the agreement signed between Eni, Amorim Energia B.V. ("Amorim Energia") and Caixa Geral de Depositos S.A. (“CGD‘) on 29 March 2012 (the “Agreements‘), the right to tag along by CGD for its 1 per cent of the share capital of Galp.
The total amount of Shares to be sold in the Equity Offering will be determined at pricing.
The Equity Offering will be executed via an accelerated bookbuilding offer to international institutional investors in transactions in accordance with Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act‘) and to qualified institutional buyers in accordance with Rule 144a under the Securities Act.
The Equity Offering is expected to take place concurrently with an offering by Eni of approximately EUR 1,100 million aggregate principal amount of senior unsecured bonds (the “Bonds‘) exchangeable into ordinary Shares of Galp (the “Exchangeable Bond Offering‘, and together with the Equity Offering, the “Transaction‘). The Exchangeable Bond Offering will be executed in accordance with Regulation S under the Securities Act only.
The Bonds are expected to have a final maturity of 3 years and to pay a coupon of between 0 and 0.25 per cent per annum payable annually in arrears. The exchange price will be set at pricing and is expected to be between 30 per cent and 35 per cent above the placing price of the Equity Offering.
The Exchangeable Bond Offering has been approved today by Eni’s Board of Directors.
Eni has agreed not to place any further Shares in the market for a period beginning today and ending 90 days following the settlement of the Transaction.
As per the Agreements, Amorim Energia holds a call option which gives it the right to purchase up to 5% of the share capital of Galp from Eni. Amorim Energia also holds a right of first refusal to purchase up to 5.34% if the call option referred to above has been exercised, or up to 10.34% if the call option referred to above has not been exercised.
Eni expects to announce the final terms of the Transaction upon completion of the bookbuilding during the course of tomorrow 27 November 2012. Eni intends to apply for admission of the Bonds to trading within 90 days following the settlement date.
Eni will use the proceeds of the Transaction for general corporate purposes.
Deutsche Bank, Mediobanca – Banca di Credito Finanziario S.p.A., Morgan Stanley and UBS Investment Bank are acting as Joint Bookrunners in the Transaction.
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). This announcement is not an offer or solicitation to purchase or subscribe for securities in the United States. Securities may not be offered or sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the Securities Act. Neither Eni nor CGD intends to register any part of the Transaction in the United States or to conduct a public offering of securities in the United States.
This communication is directed only at persons (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order‘) and qualified investors falling within Article 49(2)(a) to (d) of the Order, and (ii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons‘). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons.
The Equity Offering and the Exchangeable Bonds Offering have not been and shall not be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to the applicable laws and regulations. As a result, the Shares and/or the Bonds and any document relating thereto may not be offered, sold or distributed to the public in the territory of the Republic of Italy other than to qualified investors, as defined pursuant to article 100 of Legislative Decree No. 58 of 24 February 1998 (the “Financial Services Act‘) and article 34-ter of CONSOB Regulation No. 11971 of 14 May 1999 (the “CONSOB regulation‘) in each case, as amended from time to time, or in the other circumstances provided for by article 100 of the Financial Services Act and by the CONSOB Regulation and, in any case, in compliance with any applicable laws and regulations or requirements imposed by CONSOB or any other Italian authority.
The Equity Offering and the Bonds Offering have not been and will not be submitted for approval by the Comissão do Mercado de Valores Mobiliários (CMVM) pursuant to applicable laws and regulations and, therefore, the Shares and/or the Bonds may not be offered, sold or distributed to the public in the Republic of Portugal other than to qualified investors, as defined pursuant to article 30 of Decree-Law number 486/99, of 13 November, as amended (the "Portuguese Securities Code") or otherwise offered, sold or distributed in a way that would trigger the qualification of the Equity Offering and the Bond Offering as a public offer under the Portuguese Securities Code.