Snam — Capital/Financing Update 2017

Oct 18, 2017

Informazione Regolamentata n. 0542-108-2017		Data/Ora Ricezione 18 Ottobre 2017 13:58:04	MTA
Societa'	:	SNAM
Identificativo Informazione Regolamentata	:	94884
Nome utilizzatore	:	SNAMN01 - Palladino
Tipologia	:	2.2
Data/Ora Ricezione	:	18 Ottobre 2017 13:58:04
Data/Ora Inizio Diffusione presunta	:	18 Ottobre 2017 13:58:05
Oggetto	:	Positive outcome of the tender offer on Snam notes
Testo del comunicato

Vedi allegato.

NOT TO BE PUBLISHED OR DISTRIBUTED IN THE UNITED STATES, CANADA AND JAPAN

Positive outcome of the tender offer on Snam notes

San Donato Milanese, 18 October 2017 – On 10 October 2017, as described in the related press releases, Snam S.p.A. (rated Baa1 by Moody's, BBB by S&P and BBB+ by Fitch) launched a fixed rate note issue for a total amount of 650 million euro, maturity 25 October 2027, potentially 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 10 October 2017 and completed on 17 October 2017 (Tender Offer).

Based on the results of the Tender Offer, BNP Paribas S.A., in accordance with the terms and conditions of the Tender Offer, decided to purchase 607,124,000 euro in nominal terms of those notes already issued by Snam and listed in detail below:

• €1,000,000,000 5.000 per cent. Notes due 18 January 2019 (of which €582,523,000 is currently outstanding) (XS0806449814) for a total nominal amount of EUR 63,349,000. Upon completion of the transaction the notes still outstanding will be in nominal amount of EUR 519,174,000,
• €500,000,000 1.500 per cent. Notes due 24 April 2019 (of which €265,309,000 is currently outstanding) (XS1061410962) for a total nominal amount of EUR 39,785,000. Upon completion of the transaction the notes still outstanding will be in nominal amount of EUR 225,524,000,
• €1,250,000,000 3.500 per cent. Notes due 13 February 2020 (of which 715,939,000 is currently outstanding) (XS0853682069) for a total nominal amount of EUR 82,918,000. Upon completion of the transaction the notes still outstanding will be in nominal amount of EUR 633,021,000,
• €500,000,000 3.375 per cent. Notes due 29 January 2021 (of which 331,941,000 is currently outstanding) (XS0914294979) for a total nominal amount of EUR 28,351,000. Upon completion of the transaction the notes still outstanding will be in nominal amount of EUR 303,590,000,
• €1,000,000,000 5.250 per cent. Notes due 19 September 2022 (of which €740,713,000 is currently outstanding) (XS0829190585) for a total nominal

amount of EUR 48,170,000. Upon completion of the transaction the notes still outstanding will be in nominal amount of EUR 692,543,000,

• €750,000,000 1.500 per cent. Notes due 21 April 2023 (of which €638,185,000 is currently outstanding) (XS1126183760) for a total nominal amount of EUR 130,459,000. Upon completion of the transaction the notes still outstanding will be in nominal amount of EUR 507,726,000,
• €750,000,000 1.375 per cent. Notes due 19 November 2023 (of which €592,152,000 is currently outstanding) (XS1318709497) for a total nominal amount of EUR 201,215,000. Upon completion of the transaction the notes still outstanding will be in nominal amount of EUR 390,937,000,
• €600,000,000 3.250 per cent. Notes due 22 January 2024 (of which €426,467,000 is currently outstanding) (XS1019326641) for a total nominal amount of EUR 12,877,000. Upon completion of the transaction the notes sill outstanding will be in nominal amount of EUR 413,590,000.

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

Therefore, as per the agreements occurred, on 25 October 2017 Snam S.p.A. will exchange part of the notes listed above with part of the new notes and will pay the remaining amount by cash. The exchange will occur after the placement of the new notes, which will be listed on the Luxembourg Stock Exchange.

The transaction is consistent with the optimization process of Snam's 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, 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 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.