NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS) OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT)) (EACH, A U.S. PERSON) OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT
2i Rete Gas S.p.A. (the Offeror) hereby announces, on a non-binding basis, the indicative results of its invitation to all holders (the Noteholders) of its outstanding €750,000,000 1.75 per cent. Notes due 16 July 2019 (ISIN: XS1088274169) (the 2019 Notes) and its outstanding €540,000,000
1.125 per cent. Notes due 2 January 2020 (ISIN: XS1144492532) (the 2020 Notes and together with the 2019 Notes, the Notes and each a Series) to tender their Notes for purchase by the Offeror for cash up to
€225,000,000 in aggregate nominal amount of the Notes (the Maximum Acceptance Amount, although the Offeror reserves the right, in its sole and absolute discretion and for any reason, to change the Maximum Acceptance Amount or to accept less than or more than the Maximum Acceptance Amount (or not to accept any Notes) for purchase pursuant to the Offers), subject to the satisfaction of the conditions described in the tender offer memorandum dated 10 January 2017 (the Tender Offer Memorandum) (the Offers and each an Offer).
The Offers were announced on 10 January 2017 and were made subject to the offer and distribution restrictions set out in the Tender Offer Memorandum. Capitalised terms used in this announcement and not otherwise defined have the meanings ascribed to them in the Tender Offer Memorandum.
The Offeror hereby announces its non-binding intention to accept valid tenders of the 2019 Notes pursuant to the relevant Offer for an indicative Maximum Acceptance Amount of €225,001,000. The Offeror hereby confirms that it will not accept for purchase any of the 2020 Notes validly tendered pursuant to the relevant Offer.
The following table sets out the aggregate nominal amount of 2019 Notes validly tendered pursuant to the relevant Offer, the indicative Series Acceptance Amount and the indicative Pro-Ration Factor in relation to the 2019 Notes.
| Description of the Notes | ISIN | Aggregate Nominal Amount Tendered | Indicative Series Acceptance Amount | Indicative Pro-Ration Factor |
| 2019 Notes | XS1088274169 | €348,887,000 | €225,001,000 | 67.4667% |
The 2019 Notes Purchase Price will be confirmed and any Accrued Interest for the 2019 Notes accepted for purchase will be determined at or around 1.00 p.m. (CET) today in the manner described in the Tender Offer Memorandum.
As soon as practicable after such determinations, the Offeror shall make a final announcement of whether the Offeror will accept valid tenders of 2019 Notes pursuant to the relevant Offer and, if so, (i) the final Maximum Acceptance Amount, (ii) the aggregate nominal amount of the 2019 Notes validly tendered, the Series Acceptance Amount and any Pro-Ration Factor, (iii) the 2019 Notes Purchase Price and (iv) any Accrued Interest for the 2019 Notes accepted for purchase.
Settlement is expected to occur on 24 January 2017.
Questions and requests for assistance in connection with the Offers may be directed to:
OFFEROR
2i Rete Gas S.p.A.
Via Alberico Albricci, 10 20122 Milan Italy
STRUCTURING ADVISORS AND DEALER MANAGERS
Merrill Lynch International
2 King Edward Street London EC1A 1HQ
United Kingdom Telephone: +44 (0) 20 7996 5420
Attention: Liability Management Group Email: DG.LM_EMEA@baml.com
Société Générale
10 Bishops Square London E1 6EG United Kingdom
Telephone: +44 20 7676 7680 Attention: Liability Management
Email: liability.management@sgcib.com
TENDER AGENT
Lucid Issuer Services Limited
Tankerton Works 12 Argyle Walk London WC1H 8HA
United Kingdom
Attention: Paul Kamminga / Arlind Bytyqi
Telephone: +44 20 7704 0880
Email: 2iretegas@lucid-is.com
None of the Dealer Managers, the Tender Agent or any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Offeror, the Notes or the Offers contained in this announcement or in the Tender Offer Memorandum.