Eni: the initial Conversion price of the € 400 million non-dilutive equity-linked bonds due 2022 has been determined
18 April 2016 6:06 PM CEST
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San Donato Milanese (Milan), 18 April 2016 - As announced to the market on 6 April 2016, Eni S.p.A. ("Eni") has placed €400 million non-dilutive equity-linked bonds due 2022 (the "Bonds") providing for "conversion" rights at certain times and/or in presence of certain events, provided that the Bonds will be cash-settled (the "Conversion"). The initial Conversion price for the Bonds has been set at €17.6222, representing a 35% premium above the share reference price of €13.0535 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 initial Conversion ratio per €100,000 principal amount of the Bonds is 5,674.6604 shares.
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IL PRESENTE COMUNICATO STAMPA NON PUÒ ESSERE PUBBLICATO, DISTRIBUITO O TRASMESSO DIRETTAMENTE O INDIRETTAMENTE, NEGLI STATI UNITI D'AMERICA O A BENEFICIO DI US PERSONS, IN CANADA, AUSTRALIA, GIAPPONE, O IN OGNI ALTRA GIURISDIZIONE DOVE CIÒ COSTITUIREBBE UNA VIOLAZIONE DI LEGGE (GLI "ALTRI PAESI")
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 (a "U.S. Person"). 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 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 Bonds offering 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 Bonds offering has 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. 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.
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