NOT TO BE PUBLISHED OR DISTRIBUTED IN THE UNITED STATES, AUSTRALIA, CANADA AND JAPAN
Milan, 2 December 2019 – Italgas S.p.A. (rating BBB+ by Fitch, Baa2 by Moody’s) has launched this morning two Tender Offers addressed to holders of the following Notes issued by Italgas S.p.A. under its Euro Medium Term Note Programme:
- €750,000,000 0.500 per cent. Notes due 19 January 2022, outstanding for the total amount (XS1551917245);
- €650,000,000 1.125 per cent. Notes due 14 March 2024, outstanding for the total amount (XS1578294081).
The target maximum overall amount accepted will be determined by Italgas in accordance with the terms and conditions of the Tender Offer Memorandum dated 2 December 2019, subject to the applicable offers and distributions' limitations.
The launch notice of the Tender Offers is available on the website of the Luxembourg Stock Exchange at www.bourse.lu
BNP Paribas, J.P. Morgan Securities plc and Unicredit Bank AG are acting as Dealer Managers.
Transaction’s results will be announced to the market in the coming days. Italgas will pay the overall amount by cash.
At the same time, the Company launched this morning a new fixed-rate bond issue and the proceeds will be used, in whole or in part, to repurchase the instruments of the Tender Offers.
Joint Bookrunners of the placement, restricted to institutional investors only, are BNP Paribas, J.P. Morgan Securities plc, Unicredit Bank AG, Banca IMI S.p.A., Citigroup Global Markets Limited, Goldman Sachs International, Mediobanca S.p.A. and Société Générale.
The transactions are part of Italgas' strategy to optimize its debt structure and extend the financial maturity profile of the Company.
This announcement (and the information contained therein) does not constitute or form part of any offer to sell nor a solicitation of any offer to buy any securities nor shall there be any offer of securities in any jurisdiction in which such offer or sale would be unlawful. It may be unlawful to distribute this announcement in certain jurisdictions. This announcement does not constitute an offer of securities for sale in the United States, in Australia, Canada and Japan and in any jurisdiction in which such offer or sale would be unlawful and is not for publication or distribution in any such jurisdictions. The securities referred to in this announcement have not been and will not be registered under the US Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This announcement is not a public offer of financial products in Italy as per Article 2, letter (d) of Regulation (EU) 2017/1129. The documentation relating to the offer has not been/will not be submitted to the approval of CONSOB.