Snam — Capital/Financing Update 2015

Nov 11, 2015

Informazione Regolamentata n. 0542-64-2015		Data/Ora Ricezione 11 Novembre 2015 10:13:22	MTA
Societa'	:	SNAM
Identificativo Informazione Regolamentata	:	65420
Nome utilizzatore	:	SNAM01 - Porro
Tipologia	:	IROS 06
Data/Ora Ricezione	:	11 Novembre 2015 10:13:22
Data/Ora Inizio Diffusione presunta	:	11 Novembre 2015 10:28:23
Oggetto	:	Snam notes	Positive outcome of the Tender offer on
Testo del comunicato

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Positive outcome of the Tender Offer on Snam notes

San Donato Milanese, 11 November 2015 – On 3 November 2015, as described in the related press releases, Snam S.p.A. (rated BBB by S&P, Baa1 by Moody's and BBB+ by Fitch) launched a fixed rate note issue for a total amount of 750 million euro, maturity 19 November 2023, aimed at an exchange with some notes already issued by Snam S.p.A. and subsequently acquired by BNP Paribas S.A., pursuant to the tender offer launched on 3 November 2015 and completed on 10 November 2015 (Tender Offer).

Today BNP Paribas S.A., based on the results of the tender, decided to purchase 1 billion euro in nominal terms of Snam notes, equal to the maximum acceptance amount set out in the Tender Offer Memorandum dated 3 November 2015.

In particular, in accordance with the terms and conditions of the Tender Offer, BNP Paribas S.A. today has accepted to acquire the following existing notes:

• with reference to Series 1 notes due 11 July 2016 issued by Snam S.p.A. (ISIN Code XS0803479442), for a total nominal amount of EUR 300,009,000;
• with reference to Series 7 notes due 30 June 2017 issued by Snam S.p.A. (ISIN Code XS0914292254), for a total nominal amount of EUR 250,085,000;
• with reference to Series 3 notes due 19 March 2018 issued by Snam S.p.A. (ISIN Code XS0829183614), for a total nominal amount of EUR 299,954,000; and
• with reference to Series 2 notes due 18 January 2019 issued by Snam S.p.A. (ISIN Code XS0806449814), for a total nominal amount of EUR 149,950,000.

The results of the Tender Offer are available on the website www.bourse.lu.

Therefore, as per the agreements occurred, on 19 November 2015 Snam S.p.A. will exchange the notes listed above with the new notes and will pay the remaining

This press release is also available at www.snam.it

amount by cash. The exchange will occur after the placement of the new notes, which will be listed on the Luxembourg Stock Exchange.

Upon completion of the transaction, the above listed amounts relating to the Series 1 notes, the Series 7 notes, the Series 3 notes and the Series 2 notes will be cancelled by Snam S.p.A..

Therefore, the notes of such Series still outstanding will be in nominal amount:

• EUR 699,991,000 notes under Series 1;
• EUR 999,915,000 notes under Series 7;
• EUR 1,200,046,000 notes under Series 3; and
• EUR 850,050,000 notes under Series 2.

The transaction enables Snam to continue the optimization process of its debt structure and cost of capital, in line with the Company's targets.

DISCLAIMER

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 or Japan or 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 1, para. 1, letter. t) of Legislative Decree no. 58 of February 24, 1998. The documentation relating to the offer has not been/will not be submitted to the approval of CONSOB.