Eni launches the first Sustainability-linked convertible bond issue in its sector

Rome, 7 September 2023 - Eni announces today the launch of an offering (the “Offering”) of a sustainability-linked senior unsecured convertible bond (the “Bonds”) with a 7 year maturity, the first in its sector with a sustainability-linked format.

The Bonds, which are expected to be rated A- by Standard & Poor’s, Baa1 by Moody’s and A- by Fitch and to have an aggregate nominal amount of approximately EUR 1 billion, will be convertible into Eni existing ordinary shares listed on Euronext Milan (Borsa Italiana) bought under its share buyback programme as approved by the Shareholders’ Meeting held on 10 May 2023.

The conversion price will be set at pricing and is expected to be between 20 per cent. and 25 per cent. above the reference price, which will be determined as the volume weighted average price of Eni ordinary shares on the regulated market of Borsa Italiana between today’s opening of trading and the pricing of the Offering on the same day.

The Bonds are expected to pay an annual coupon ranging between 2.625 per cent. and 3.125 per cent.

As specified in the relevant terms and conditions, the Bonds will be linked to the achievement of the following targets by 31 December 2025:

• Net Carbon Footprint Upstream (Scope 1 and 2) equal to or lower than 5.2 MtonCO₂eq      (-65% vs 2018 baseline); and
• Renewable Installed Capacity equal to or greater than 5 GW.

If one or both targets indicated above are not achieved, Eni shall pay an amount equal to 0.50% of the principal amount of the Bonds on the fourth interest payment date (14 September 2027), as detailed in the relevant terms and conditions.

The Offering has been approved this morning by Eni’s Board of Directors and is aimed at maintaining a well-balanced financial structure, financing Eni’s future needs and enlarging Eni’s  investor base.

The Bonds, targeted to qualified investors and having a minimum denomination of Euro 100,000 each, will be placed - and the related terms will be set - subject to market conditions and will be issued at 100% of their nominal amount. Unless previously redeemed, converted or purchased and cancelled in accordance with the terms and conditions, the Bonds will be redeemed at par at maturity (14 September 2030).

Bondholders will have certain conversion and redemption rights upon occurrence of specific circumstances and Eni is entitled to customary calls for early redemption of the Bonds in accordance with market practice, as specified in the relevant terms and conditions. Eni will also agree to a customary lock-up, ending on the date falling 90 days after the issue date on issues of shares and certain related securities and derivative transactions relating to the shares, subject to customary exceptions or waiver by the structuring banks.

Application will be made for the Bonds to be admitted to trading on a customary trading venue within 90 days following the issue date.  

The final terms of the Offering are expected to be announced later today once the bookbuilding process is completed.

Barclays, Goldman Sachs International and J.P. Morgan are acting as structuring banks, and together with BofA Securities Europe SA, Citigroup, Deutsche Bank and Morgan Stanley as joint bookrunners in respect of the Offering.