This communication does not constitute or form part of and should not be construed as, an offer to sell or issue or the solicitation of an offer to buy or otherwise acquire securities of the Galp Energia in any jurisdiction or an inducement to enter into investment activity in any jurisdiction.
Galp Energia informs that the following announcement was received from the shareholder Eni:
“NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED) IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.
San Donato Milanese (Milan), 28 May 2015 - Eni S.p.A. ("Eni" or the "Issuer") hereby announces the pricing and final results of an invitation to the holders ("Noteholders") of its outstanding €1,028,100,000 0.25 per cent annual coupon Exchangeable Bonds due 2015 exchangeable into fully paid ordinary shares with a nominal value of €1 each of Galp Energia SGPS, S.A. (the "Notes") to tender their Notes for purchase by Eni for cash at a purchase price determined pursuant to a tender offer procedure by means of a competitive bid (so called Modified Dutch Auction) (the "Invitation").
The Invitation was launched by Eni, acting as offeror, today, for a maximum overall amount of €515,000,000 in aggregate principal amount of the Notes (the "Maximum Acceptance Amount"), as announced on the same date.
Eni has decided, in its sole discretion, to accept for purchase Notes validly tendered in the aggregate principal amount of €514,900,000 (the "Final Acceptance Amount").
The purchase price that Eni will pay for the Notes validly tendered and accepted for purchase has been set at €100,400 per €100,000 in principal amount of such Notes (the "Purchase Price").
At the expiration deadline of the Invitation on 28 May 2015, at 4 p.m. London time/ 5 p.m. CET, Eni received from Noteholders valid indications to tender their Notes at offer prices at or below the Purchase Price for €747,500,000 million in aggregate principal amount of the Notes which is higher than the Final Acceptance Amount.
Accordingly, Eni has decided to accept the Notes validly tendered and submitted at offer prices equal to or below the Minimum Purchase Price and Eni has not accepted any Notes under the offers submitted at offer prices above the Minimum Purchase Price.
To such offers a pro rata allocations mechanism has been applied, calculated by multiplying the aggregate principal amount of the Notes tendered by a pro-ration factor equal to 69.21 per cent. The pro-ration factor has been calculated by dividing the Final Acceptance Amount by the aggregate principal amount of the Notes validly tendered in the Invitation that are subject to pro-ration.
The settlement date for the Invitation is expected to take place on 4 June 2015 (the "Settlement Date"). Eni will also pay, in addition to the Purchase Price, an amount in respect of accrued and unpaid interest on the Notes tendered and accepted for purchase to (but excluding) the expected Settlement Date in an amount of €127.40 per €100,000 in principal amount of such Notes (assuming settlement on 4 June 2015).
Notes purchased by Eni pursuant to the Invitation will be cancelled in accordance with their terms and conditions whereas the Notes which are not successfully tendered and/or repurchased will remain outstanding and subject to their terms and conditions. Eni reserves the right to repurchase the Notes on or off market at any time and at any price.
Deutsche Bank AG, London Branch, Mediobanca – Banca di Credito Finanziario S.p.A., Morgan Stanley & Co. International plc and UBS Limited are acting as Joint Dealer Managers in connection with the Invitation (the "Joint Dealer Managers"). Morgan Stanley & Co. International plc is also acting as Settlement Agent with respect to the Invitation.
Source: Galp Energia, SGPS, S.A.