Eni completes the sale of 6.7% of Galp's share capital

Not for publication, distribution, directly or indirectly, in the United States, Canada, Australia, Japan, to US persons as defined in the US Securities Act of 1933 as amended (the “Securities Act‘), or in any other jurisdiction where to do so would be unlawful.

San Donato Milanese (Milan), 31 May 2013 – Eni S.p.A. (“Eni‘) announces that it has successfully completed the placement of 55,452,341 ordinary shares, corresponding to approximately 6.7% of the share capital of Galp Energia SGPS S.A. (“Galp‘) (the “Offering‘).

The total consideration of the Offering amounted to approximately 677.6 million euro.

The Offering, carried out through an accelerated bookbuilding procedure aimed at qualified institutional investors, was priced at 12.22 euro per share.

Settlement of the sale will take place on 5 June 2013 by delivery of shares to investors and payment of the consideration to Eni.

Eni has engaged Goldman Sachs and Mediobanca as Joint Bookrunners for the sale.

Following the settlement of the sale, Eni holds 16.34% of Galp's outstanding share capital, of which 8% underlying the approximately € 1,028 million exchangeable bond issued on 30 November 2012 and due on 30 November 2015 and 8.34% subject to certain rights exercisable by Amorim Energia and previously disclosed to the market.

DISCLAIMER: 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. 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 or in any other jurisdiction where to do so would be unlawful. 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 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.
The 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. As a result, the Shares 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 Offering has 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  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 Offering as a public offer under the Portuguese Securities Code.