Capital/Financing Update • Jun 26, 2025
Capital/Financing Update
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Rome, 25 June 2025 - Terna S.p.A. has today updated its "Euro Medium Term Note Programme" (EMTN) of Euro 12,000,000,000. The programme is approved by the Commission de Surveillance du Secteur Financier (CSSF) and listed on the regulated market Luxembourg Stock Exchange.
Furthermore, in conjunction with this update and following the first listing of the Euro 750 million green bond issue of February 2025 (under the Euro 12 billion EMTN Programme) on the Mercato Telematico delle Obbligazioni (MOT) of the Italian Stock Exchange (Borsa Italiana), Terna also proceeded with the establishment and listing of a new Euro 4,000,000,000 EMTN programme, also on the MOT market, obtaining the admissibility judgement for listing by the Italian Stock Exchange and the approval of its Base Prospectus by CONSOB. This was made possible also thanks to CONSOB's optimization of its authorization procedures, which has accelerated the prospectus review process.
Both the EMTN Programmes have been rated "A-/A-2" by S&P and "(P)Baa2/(P)P-2" by Moody's.
IMI – Intesa Sanpaolo and UniCredit acted as the Joint Arrangers of the EMTN Programme.
This press release (the "Press Release") (including the information contained herein) does not constitute or is part of an offering or an invitation to purchase the Notes issued by the Company. Furthermore, this Press Release does not constitute a recommendation by the Company or any other party to sell or buy the Notes, neither a prospectus or other offering document. No action has been taken or will be taken by the Company that would permit an offering to sell or an invitation to purchase the Notes in any jurisdiction where actions for such purposes are required. It is forbidden to distribute this Press Release in any jurisdiction where actions for such purpose are required. Persons into whose possession this Press Release comes are required to inform themselves about and to observe any such restrictions. In particular, this Press Release (including the information contained herein) does not constitute or is part of an offering of the Notes in the
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United States of America, Japan, Australia or Canada and any other jurisdiction where the extension, dissemination or availability of the transaction (and any other transaction contemplated thereby) would breach any applicable law or regulation or require registration of such Securities in the relevant jurisdiction (the "Restricted Jurisdictions"). This Press Release shall not be distributed, directly or indirectly, in such Restricted Jurisdictions. The Notes have not been and will not be registered under the United States Securities Act of 1933, as subsequently amended (the "Securities Act"), nor under any law applicable to financial instruments of the United States of America or any other Restricted Jurisdiction and may not be offered or sold neither in the United States of America without a registration or a specific exemption from registration under the Securities Act nor in a Restricted Jurisdiction. The distribution of this Press Release may be restricted by regulatory provisions. Individuals in jurisdictions where this release is distributed, published or circulated should inform themselves of and comply with such restrictions. In the United Kingdom this Press Release is directed only to: (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), and qualified investors under Article 49(2) from (a) to (d) of the Order, and (ii) to whom this Press Release may otherwise be lawfully communicated (together being referred to as "Relevant Persons"). This Press Release must not be acted or relied upon by persons who are not Relevant Persons. Any investment or investment activity, to which this Press Release relates, is considered in the exclusive interest of and only addressed to the Relevant Persons and will be undertaken only with Relevant Persons. Any person who is not a Relevant Person should not act on or rely on this release. The documentation relating to the issuance of the Notes is not and will not be approved by CONSOB (the Italian Securities Exchange Commission) pursuant to the applicable laws. Therefore, the Notes may not be offered, sold or distributed to the public in the territory of the Republic of Italy, other than to qualified investors, as defined by Article 2(1)(e) of the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the "Prospectus Regulation") and any applicable legal or regulatory provision or in other circumstances in which an exemption from the obligation to publish a prospectus is applied, by Article 35(1)(d) of CONSOB Regulation No. 20307 of 15 February 2018, pursuant to Article 100 of Legislative Decree No. 58 of 24 February 1998 (the "Consolidated Finance Act"), as amended, and pursuant to Article 34-ter of CONSOB Regulation No. 11971 of 14 May 1999 (the "Issuers Regulation"), as amended from time to time, or in the other circumstances set forth under Article 100 of the Consolidated Finance Act or the Issuers' Regulation or the Prospectus Regulation, in any case in compliance with laws and regulations or requirements imposed by CONSOB or other Italian Authority.
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