Snam successfully closes the placement of transition bonds convertible into Italgas shares

Snam successfully closes the placement of transition bonds convertible into

(Finance) – SNAM announces the placement success of senior unsecured EU taxonomy-aligned transition bonds for a total amount of 500 million euros, expiring 2028, convertible into shares ordinary Italgas.
The Bonds will be issued at a nominal value of 100,000 euros and will pay one annual fixed rate coupon of 3.25%, from
to be paid on a deferred semi-annual basis on 29 March and 29 September of each year, with the payment of the first coupon scheduled for 29 March 2024.

The Bonds will have one duration of 5 years and they will be repaid upon maturity at face value, saves the option for the issuer of
repay in Shares and, if necessary, an additional amount in cash.

The initial price of conversionused for the calculation of the exchange property underlying the Bonds, will incorporate a 20% premium applied to the reference price.

The Joint Global Coordinators and Joint Bookrunners conducted, at the same time as the placement of the Bonds, a simultaneous accelerated placement of Shares (the Concurrent Delta Placement) on behalf of the subscribers of the Bonds who had decided to proceed with the short sale of these Shares to investors procured by the Joint Global Coordinators and Joint Bookrunners for the purpose of hedging in relation to the market risk deriving from the investment in the Bonds themselves. The placement price of 5 euros for the short sale in the Concurrent Delta Placement was determined through an accelerated bookbuilding process managed by the Joint Global Coordinators and Joint Bookrunners.

The exchange property will initially consist of approx 83.3 million Shareswhich constitute approximately 10.3% of
share capital of Italgas and 76.3% of the share capital held by SNAM at the start of the placement of the Bonds.

SNAM will employ i proceeds from the placement of the Bonds to finance or refinancepartially or totally, present and future so-called Eligible Projects, as defined in the issuer’s Sustainable Finance Framework.

BNP PARIBAS and JP Morgan acted as Structuring Banks and together with Barclays, BofA Securities and UniCredit in
acting as Joint Global Coordinators and Joint Bookrunners on the occasion of the placement of the Bonds and the Concurrent
Delta Placement.

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