Snam — Capital/Financing Update 2016

Sep 30, 2016

Informazione Regolamentata n. 0542-86-2016		Data/Ora Ricezione 30 Settembre 2016 12:05:58	MTA
Societa'	:	SNAM
Identificativo Informazione Regolamentata	:	79626
Nome utilizzatore	:	SNAM01 - Porro
Tipologia	:	IRED 02
Data/Ora Ricezione	:	30 Settembre 2016 12:05:58
Data/Ora Inizio Diffusione presunta	:	30 Settembre 2016 12:20:59
Oggetto	:	Snam's Noteholders' Meeting approves the separation of Italgas from Snam
Testo del comunicato

Vedi allegato.

NOT TO BE PUBLISHED OR DISTRIBUTED IN THE UNITED STATES, CANADA AND JAPAN

Snam's Noteholders' Meeting approves the separation of Italgas from Snam

San Donato Milanese, 30 September 2016 – Snam's Noteholders' Meeting, held on a single call today at the Company's headquarters in San Donato Milanese, has approved the separation of Italgas from Snam, by means of a unitary and substantially simultaneous transaction, which will likely occur by 31 December 2016. The holders of notes listed below have approved the transaction which includes, inter alia, the partial and proportional demerger and, subsequently, the listing of shares of the beneficiary company of the demerger, directly holding the entire share capital of Italgas Reti SpA, on the Milan Stock Exchange (MTA – Mercato Telematico Azionario).

86.21% of the outstanding principal amount of the notes has convened at the Meeting and 99.69% of the outstanding principal amount of the notes represented at the Meeting has voted in favour.

The transaction has already been approved by Snam's Extraordinary Shareholder Meeting on 1 August 2016. All the information in this respect is included in the press releases and in the other documents previously distributed, which are available on the website www.snam.it. The issuer will pay a consent fee to the noteholders, according to the market practice and subject to the terms set forth in the relevant documentation.

The notice of the results of the Noteholders' Meeting is available on the website www.snam.it and is also published on the Luxembourg Stock Exchange website www.bourse.lu.

Results of each series of notes:

Series	ISIN	Description	Outstanding amount	Block Voting Instructions or Meeting Notifications received from Noteholders1 (%)	Block Voting Instructions or Meeting Notifications in favour2 (%)
7	XS0914292254	€1,250,000,000 2.375 per cent. Notes due 30 June 2017	€999,915,000	84.24%	100%
3	XS0829183614	€1,500,000,000 3.875 per cent. Notes due 19 March 2018	€1,200,046,000	86.45%	99.82%
9	XS0969669463	€70,000,000 2.625 per cent. Notes due 10 September 2018	€70,000,000	100%	100%
2	XS0806449814	€1,000,000,000 5.000 per cent. Notes due 18 January 2019	€850,050,000	89.85%	99.35%
14	XS1061410962	€500,000,000 1.500 per cent. Notes due 24 April 2019	€500,000,000	76.40%	100%
11	XS0985872414	10,000,000,000 1.115 per cent. Notes due 25 October 2019	10,000,000,000	100%	100%
6	XS0853682069	€1,250,000,000 3.500 per cent. Notes due 13 February 2020	€1,250,000,000	86.40%	99.95%
8	XS0914294979	€500,000,000 3.375 per cent. Notes due 29 January 2021	€500,000,000	89.20%	99.04%
4	XS0829190585	€1,000,000,000 5.250 per cent. Notes due 19 September 2022	€1,000,000,000	86.93%	98.73%
15	XS1126183760	€750,000,000 1.500 per cent. Notes due 21 April 2023	€750,000,000	84.26%	100%
16	XS1318709497	€750,000,000 1.375 per cent. Notes due 19 November 2023	€750,000,000	84.46%	100%
12	XS1019326641	€600,000,000 3.250 per cent. Notes due 22 January 2024	€600,000,000	88.90%	100%

DISCLAIMER

This announcement (and the information contained therein) may not be disseminated, either directly or indirectly, in other jurisdictions, particularly Japan, Canada and the United States of America, or in any other country in which the issuance of the securities mentioned in this announcement is not permitted without specific authorisations from the competent authorities and/or communicated to investors residing in said countries. Any party that comes into possession of this announcement must first check the existence of said regulations and restrictions and comply with them. The securities mentioned in this announcement have not been, and are not expected to be in the future, registered pursuant to the United States Securities Act of 1933, as amended; therefore, they cannot be offered or sold, either directly or indirectly, in the United States, except pursuant to an exemption.

¹ As a percentage of Outstanding Principal Amount

² As a percentage of total votes received from noteholders