NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
The Ministero dell’Economia e delle Finanze (“MEF”) announces the sale of no. 91,965,735 ordinary shares of Eni S.p.A. (the “Company”) corresponding to approximately 2.8% of the share capital by means of an “Accelerated Book Building – ABB” reserved to qualified investors in Italy and international institutional investors (the “Transaction”). The price per share is equal to EUR 14.855 for a total amount equal to approximately EUR 1.4 billion. The price incorporates a discount of 1.7% compared to the closing price of the Company’s shares recorded on May 15, 2024. Following the Transaction, the stake held by MEF in the Company will decrease from approximately 4.8% to approximately 2% of the share capital. Goldman Sachs International, Jefferies and UBS Europe SE acted as Joint Global Coordinators and Joint Bookrunners. White & Case (Europe) LLP acted as legal advisor. The settlement of the Transaction will be on May 20, 2024.
With this Transaction, MEF completes a transaction that was planned after a buy-back programme of the Company.
The information contained in this announcement is for background purposes only and does not purport to be full or complete. Moreover, the information in this announcement is subject to change. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. 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 in the United States, Canada, Australia or Japan. This announcement does not constitute, nor form part of, an offer to sell, solicitation or an offer to buy the securities discussed herein. The securities mentioned herein have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States 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 nor in any other jurisdiction and may not be offered to the public in any jurisdiction. The distribution of this written material and the offer and sale of the securities discussed herein may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein should be informed about, and observe, any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. The offer is not and will not be registered at the Commissione Nazionale per le Società e la Borsa (CONSOB) according to the applicable regulatory and legislative dispositions. Therefore, the securities discussed herein and any document related to them could not be offered, sold or distributed in the public in the Republic of Italy except for qualified investors, within the meaning of Article 2(1)(e) of Regulation (EU) 2017/1129, as by time to time modified, in any case respecting the legislative and regulatory disposition or the requirement imposed by CONSOB or any other Italian Authority.