Eni launches an offer of non-dilutive equity-linked bonds due 2022

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, OR IN OR INTO CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES OF THE SECURITIES WOULD BE PROHIBITED BY APPLICABLE LAW

San Donato Milanese (Milan), 6 April 2016 - Eni S.p.A. ("Eni") announces an offering of approximately €500 million in aggregate principal amount of equity-linked debt financing, to be placed with institutional investors, through a structure combining the issue of cash-settled equity-linked bonds, whose redemption value is linked to the market value of Eni’s shares (the "Bonds") with the purchase by Eni of cash-settled call options relating to Eni shares from one or more Joint Bookrunners to hedge Eni’s exposure to the exercise of the Conversion rights under the Bonds. The holders of the Bonds will have "conversion" rights at certain times and/or in the presence of certain events, provided that the Bonds will be cash-settled (the "Conversion" and, where applicable, "Converted") and accordingly the issue and Conversion of the Bonds will not give right to any share of Eni and there will be no dilution for shareholders.

The Bonds will have a 6 year maturity and will pay no interest and accordingly, the coupon will be equal to 0%. The Bonds will be issued at a price comprised between 101.50% and 104.00% of par and will be redeemed at par at maturity, unless previously Converted or redeemed under their terms. The initial Conversion price will be 35% to 40% above the share reference price, which will be determined as the arithmetic average of the daily volume-weighted average prices of an ordinary share of Eni on the Milan Stock Exchange over a period of seven consecutive scheduled trading days, starting on 7 April 2016. The share reference price and the initial Conversion price will be announced by Eni on or around 15 April 2016.

The Bond issuance and offering has been approved on 6 April 2016 by Eni’s Board of Directors.

The final terms of the Bonds are expected to be announced later today.

Settlement and closing are expected to take place on or around 13 April 2016.

It is anticipated that one or more Joint Bookrunners and/or their affiliates will enter into transactions to hedge their respective positions under the cash-settled call options sold to ENI, including transactions to purchase shares of Eni to be conducted during the reference period regarding the determination of the share reference price.

Eni intends to apply for the Bonds to be admitted to trading on a customary trading venue no later than 90 days following the settlement date.

Eni intends to use the net proceeds of the Bonds for general corporate purposes and for the purchase of the cash-settled call options.

Morgan Stanley & Co. International plc, BNP PARIBAS SA and HSBC are acting as Joint Bookrunners for the offering (the "Joint Bookrunners").

DISCLAIMER
It may be unlawful to distribute this announcement in certain jurisdictions. These written materials are not for distribution in the United States, Canada, Australia or Japan. The information contained herein does not constitute an offer of securities for sale in the United States, Canada, Australia or Japan. This announcement does not constitute or form part of an offer to sell or the solicitation of an offer to buy the securities discussed herein. The securities mentioned herein have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States or to or for the account or benefit of US persons absent registration or an exemption from the registration requirements of the Securities Act. There will be no public offer of the securities mentioned herein in the United States.