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Snam Capital/Financing Update 2025

May 20, 2025

4042_rns_2025-05-20_ab21a216-6a9f-4b36-b6a6-a4f8aabb4f1e.pdf

Capital/Financing Update

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Informazione
Regolamentata n.
0542-45-2025
Data/Ora Inizio Diffusione
20 Maggio 2025 23:55:51
Euronext Milan
Societa' : SNAM
Identificativo Informazione
Regolamentata
: 205982
:
Utenza - referente
SNAMN04 - Pezzoli Francesca
Tipologia : 2.2
Data/Ora Ricezione : 20 Maggio 2025 23:55:51
Data/Ora Inizio Diffusione : 20 Maggio 2025 23:55:51
Oggetto : Snam successfully places its first US dollars
multi-tranche Sustainability-Linked bond
Testo
del
comunicato

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THIS PRESS RELEASE IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW. PLEASE SEE THE DISCLAIMER AT THE END OF THIS PRESS RELEASE.

Snam successfully places its first US dollars multi-tranche Sustainability-Linked bond totaling 2 billion USD. It represents the first Sustainability-Linked transaction globally with a Net Zero GHG emissions target across Scopes 1, 2, and 3

  • The demand reached about 5 times the offer with orders of approximately 10 billion US dollars, accelerating the Group's journey towards its sustainable finance targets and increasing the share of sustainable finance to 86% of the total committed funding;
  • First and largest USD-denominated Sustainability-Linked bond by a European Investment Grade regulated issuer year-to-date;
  • The debut in the US market marks a key milestone in Snam's financial diversification strategy, with funding in foreign currency now representing over 10% of medium and long term securities;
  • The initial weighted average interest payable on the financing in euroequivalent terms is approximately 4%

San Donato Milanese (Milan), May 20th 2025 – Snam (rated Baa2 by Moody's, A- by S&P and BBB+ by Fitch) has successfully placed its inaugural multi-tranche USD-denominated Sustainability-Linked bond to institutional investors - through a 144A / Reg S format - for a total amount of 2 billion USD, equivalent to approximately 1.8 billion euros.

This transaction - the first Sustainability-Linked bond globally with a Net Zero target for GHG emissions across Scopes 1, 2, and 3 - attracted investor's demand of about 5 times the offer, totaling orders for around 10 billion USD.

The offering followed a marketing day during which Snam engaged with over 50 international investors. The feedback was highly positive and constructive, helping to generate strong momentum and enabling competitive market conditions.

The offering also marks Snam's debut in the US capital markets, through a 144A / Reg S format, and further supports the company's diversification strategy of medium- and long-term funding sources, with more than 10% now in foreign currencies.

"This inaugural bond issuance in US dollars represents a significant milestone in our strategy to diversify funding sources, accelerate our sustainable finance path and broaden our international investor base", said Agostino Scornajenchi, Snam CEO. "As Snam

Snam Press Office T+ 39 02.37037273 [email protected]

consolidates its position as a national and pan-European infrastructural player, strengthening our presence in global capital markets becomes essential to support our long-term growth ambitions. The strong interest shown by US fixed-income investors, together with the broad US investor base in our shareholding, reaffirms the high confidence in Snam's sustainable strategy, financial soundness and our long-term industrial vision".

The transaction is in line with Snam's Sustainable Finance Framework published in April, linking the cost of servicing the debt to the achievement of ambitious GHG1 emission reduction targets:

  • (i) Scope 1 & 2: -25% by the end of 2027, -50% by the end of 2035, and -90% by the end of 2050
  • (ii) Scope 3: -35% by the end of 2032 and -90% by the end of 2050 Net Zero goal across all scopes by 2050, with up to 10% covered through offsets.

Following this transaction, the share of sustainable finance on total committed funding rises to 86%, moving closer to the 90% target set for 2029.

The USD-denominated 144A / Reg S bond is structured in three tranches with maturities of 5, 10, and 30 years:

  • 750 million USD 5-year tranche at a fixed rate of 5.000%, maturing on May 28, 2030. The issue price was set at 99.507%, with a yield to maturity of 5.113%;
  • 750 million USD 10-year tranche at a fixed rate of 5.750%, maturing on May 28, 2035. The issue price was set at 99.797%, with a yield to maturity of 5.777%;
  • 500 million USD 30-year tranche at a fixed rate of 6.500%, maturing on May 28, 2055. The issue price was set at 99.712%, with a yield to maturity of 6,522%.

The offering was led and managed as Joint Bookrunners by Barclays, BNP Paribas, BofA Securities, Citigroup, Goldman Sachs International, HSBC, J.P. Morgan, Morgan Stanley, SMBC and Société Générale.

DISCLAIMER

This press release does not constitute or form part of any offer to sell or a solicitation of an offer to buy any securities in the United States or any other jurisdiction. This press release does not constitute a prospectus or other offering document. No securities have been or will be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or under any securities laws of the United States or any other jurisdiction. No securities may be offered, sold or delivered in the United States or to persons who are, or in the interest of or on behalf of persons who are, "U.S. Persons" (as that term is defined in Regulation S under the Securities Act), except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act and any applicable securities laws of the United States of America or any other jurisdiction. The distribution of this press release may be restricted by applicable laws and regulations. Persons who are physically located in those jurisdictions and in which this announcement is published, distributed or transmitted must inform themselves about and observe such restrictions.

1 Reference baseline year 2022

This press release is directed only at (i) persons who are outside the United Kingdom, (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). Any investment activity to which this communication relates will only be available to, and will only be engaged in with, relevant persons. Any person who is not a relevant person should not act or rely on this press release

In any Member State of the European Economic Area ("EEA") and the United Kingdom, this press release is only directed at and may only be distributed to persons who are "qualified investors" within the meaning of Regulation (EU) 2017/1129 or Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018. This press release is not a public offer of securities in Italy pursuant to Article 2, letter (d) of Regulation (EU) 2017/1129 and the relating documentation has not and will not be submitted to the approval of CONSOB.