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.
Further to the indicative results announcement made earlier today, 2i Rete Gas
S.p.A. (the Offeror) hereby announces the conditional results of its invitation to all holders (the
Noteholders) of its €750,000,000 1.75 per cent. Notes due 16 July 2019 (ISIN: XS1088274169) (of which
€524,999,000 are currently outstanding) (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 respectively (i) any and all of the 2020 Notes for purchase by the Offeror for cash and (ii) the 2019 Notes for purchase by the Offeror for cash up to an aggregate maximum acceptance amount of €400,000,000 in aggregate nominal amount less the aggregate nominal amount of the 2020 Notes validly tendered and accepted for purchase by the Offeror, subject to the Offeror’s right in its sole and absolute discretion to increase or decrease such amount (the 2019 Notes Maximum Acceptance Amount), in each case subject to the satisfaction of the New Issue Condition and the other conditions described in the tender offer memorandum dated 14 February 2017 (the Tender Offer Memorandum) (the Offers and each an Offer).
The Offers were announced on 14 February 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 that, subject to satisfaction (or waiver) of the New Issue Condition, as stated in the indicative results announcement, it accepts for purchase any and all valid tenders of Notes pursuant to the relevant Offer up to a maximum aggregate amount of €435,106,000, irrespective of the 2019 Notes Maximum Acceptance Amount.
The final details in respect of the Notes are set out below:
The Accrued Interest for the 2020 Notes and the 2019 Notes accepted for purchase is respectively 0.176 per cent. and 1.088 per cent.
The total amount that will be paid (if any) to each Noteholder on the Tender Offer Settlement Date for the Notes accepted for purchase from such Noteholder will be an amount (rounded to the nearest €0.01, with
€0.005 rounded upwards) equal to the sum of:
(a) the product of (i) the aggregate nominal amount of such Notes accepted for purchase from such Noteholder pursuant to the relevant Offer and (ii) the relevant Purchase Price; and
(b) the Accrued Interest Payment on such Notes.
As soon as reasonably practicable on the New Issue Settlement Date, which is expected to be on 28 February 2017, the Offeror shall make a final announcement of whether the New Issue Condition has been satisfied (or waived).
Subject to satisfaction of the New Issue Condition, to which the Offers are conditional upon, settlement for the Offers is expected to occur as soon as practicable on the New Issue Settlement Date.
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
DEALER MANAGERS
Banca IMI S.p.A.
Largo Mattioli, 3
20121 Milan Italy
Attention: Liability Management Telephone: +39 02 7261 5938
Email: Liability.Management@bancaimi.com
BNP Paribas
10 Harewood Avenue London NW1 6AA United Kingdom
Attention: Liability Management Group Telephone: +44 (0)20 7595 8668
Email: liability.management@bnpparibas.com
Mediobanca – Banca di Credito Finanziario S.p.A.
Piazzetta Enrico Cuccia, 1 20121 Milan
Italy
Attention: Liability Management Group Telephone: +39 02 8829 840
Email: MB_LM_CORP_IT@mediobanca.com
Société Générale
10 Bishops Square London E1 6EG United Kingdom
Attention: Liability Management Telephone: +44 20 7676 7680
Email: liability.management@sgcib.com
BNP Paribas
10 Harewood Avenue London NW1 6AA United Kingdom
Attention: Liability Management Group Telephone: +44 (0)20 7595 8668
Email: liability.management@bnpparibas.com
Merrill Lynch International
2 King Edward Street London EC1A 1HQ
United Kingdom
Attention: Liability Management Group Telephone: +44 (0) 20 7996 5420 Email: DG.LM_EMEA@baml.com
UniCredit Bank AG
Arabellastrasse 12
81925 Munich Germany
Attention: Liability Management Telephone: +49 89 3781 3722 Email: corporate.lm@unicredit.de
TENDER AGENT
Lucid Issuer Services Limited
Tankerton Works 12 Argyle Walk
London WC1H 8HA United Kingdom
Attention: Arlind Bytyqi / Paul Kamminga
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.