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ITEN

Bondholders meeting

 

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Noteholders' Meeting - 27 September 2017

A meeting of the Noteholders of the following Notes issued by Snam S.p.A.:  (i)€ 1,500,000,000 3.875 per cent. notes, due 19 March 2018 (of which €851,357,000 to redeem), ISIN: XS0829183614, (“March 2018 Notes”); (ii) € 70,000,000 2.625 per cent. Notes, due 10 September 2018, ISIN: XS0969669463, (“September 2018 Notes”); (iii) € 1,000,000,000 5.000 per cent. notes due 18 January 2019 (of which €582,523,000 to redeem), ISIN: XS0806449814, (“January 2019 Notes”); (iv) € 500,000,000 1.500 per cent. notes, due 24 April 2019 (of which €265,309,000 to redeem), ISIN: XS1061410962, (“April 2019 Notes”) ;(v) Yen 10,000,000,000 1.115 per cent. Notes, due 25 October 2019, ISIN: XS0985872414, (“October 2019 Notes”); (vi) € 1,250,000,000 3.500 per cent. notes, due 13 February 2020 (of which €715,939,000 to redeem), ISIN: XS0853682069, (“February 2020 Notes”); (vii) € 500,000,000 0.000 per cent. Notes, due 25 October 2020, ISIN: XS1508588875, (“October 2020 Notes”); (viii) € 500,000,000 3.375 per cent. notes, due 29 January 2021 (of which €331,941,000 to redeem), ISIN: XS0914294979, (“January 2021 Notes”); (ix) € 300,000,000 floating rate notes due February 2022, ISIN: XS1568906421, (“February 2022 Notes”); (x) € 1,000,000,000 5.250 per cent. notes due 19 September 2022 (of which €740,713,000 to redeem), ISIN: XS0829190585, (“September 2022 Notes”); (xi) € 750,000,000 1.500 per cent. notes due 21 April 2023 (of which €638,185,000 to redeem), ISIN: XS1126183760, (“April 2023 Notes”); (xii) € 1,000,000,000 1.375 per cent. notes due 19 November 2023 (of which €592,152,000 to redeem), ISIN: XS1318709497, (“November 2023 Notes”); (xiii) € 600,000,000 3.250 per cent. notes due 22 January 2024 (of which €426.467.000 to redeem), ISIN: XS1019326641, (“January 2024 Notes”); (xiv) € 350,000,000 floating rate notes, due 2 August 2024, ISIN: XS1657785538, (“August 2024 Notes”); (xv) € 500,000,000 1.250 per cent. Notes, due 25 January 2025, ISIN: XS1555402145, (“January 2025 Notes”); (xvi) € 1,250,000,000 0.875 per cent. Notes, due 25 October 2026, ISIN: XS1505573482, (“October 2026 Notes”); (issued pursuant to the EMTN programme of Snam S.p.A., jointly defined as the “EMTN Notes”) and (1) € 400,000,000 equity linked notes, due March 2022, ISIN: XS1583310807 (the “Equity Linked Notes”), (the EMTN Notes and the Equity Linked Notes each a “Series” and jointly the “Notes”),are convened on 27 September 2017 from 10:00 a.m. (Milan time) at the Issuer’s registered office in Piazza Santa Barbara no. 7, San Donato Milanese (MI), Italy on a single call to discuss and resolve on the Agenda of the Meeting Notice published on this website and on the Luxembourg Stock Exchange website ( www.bourse.lu ). 

The Board of Directors resolved to appoint Georgeson, in accordance with article 135 undecies of the Consolidated Law on Financial Intermediation, as person designated by Snam S.p.A. in charge of receiving free of charge proxies by the Noteholders to attend the meeting.

For any information the Designated Representative is available to the freephone number 800-189038, for those calling from Italy, and to the phone number + 39 06 42171800, for those calling from abroad, on business days Monday through Friday from 09:00 to 18:00, as well as to the  dedicated email account (rappresentantesnam@georgeson.com).

  • 2012 - Agency Agreement

  • 2013 - Agency Agreement

  • 2014 - Agency Agreement

  • 2015 - Agency Agreement

  • 2016 - Agency Agreement

  • Paying, transfer and conversion agency agreement

  • EXPLANATORY NOTE FROM THE BOARD OF DIRECTORS

  • EXTRACT NOTICE OF MEETING

  • Notice of Meeting

  • Announcement Bondholders' meetings

  • Announcement - Bondholders Meetings of 27 September 2017

  • Entitlement to attend the Meeting and to vote by proxy

    As per the entitlement to attend the Meeting, voting by proxy and the relevant procedures, please refer to the content of the Notice of the Meeting, "Voting and quorum” paragraph, and to the provisions of the "Terms and Conditions of the Notes". 

     

  • Article 127-ter

    Pursuant to Article 127- ter of Legislative Decree no. 58/1998, as amended, Noteholders entitled to vote at the Meeting may submit questions about on the items in the agenda even before the noteholders’ Meeting, to arrive at the Company by 24 September 2017. The Company cannot guarantee an answer to questions delivered after that date. The questions may be submitted:

     
    • By mail to the following address
          Snam S.p.A. 
          Company Secretarial Office (Bondholders' Meeting Questions - September 2017)
          Piazza Santa Barbara, 7
          20097 San Donato Milanese (MI) – Italy
    • By email to segreteriasocietaria@snam.it;

    At the same time, by fax, mail or e mail (to the aforementioned references), interested persons must send to the Company documentation attesting their eligibility, as Noteholders.
    Questions delivered before the above-mentioned date will be answered no later than during the Noteholders’ Meeting.
    The Company will provide a single answer to questions having the same content. No answer is due when the information requested is already available in the FAQ section of this website.

  • Article 126-bis

    Pursuant to Article 126- bis of Legislative Decree no. 58/1998, as amended, Noteholders representing, individually or collectively, at least 2.5% of the aggregate principal amount of the Notes of all the Series taken together for the time being outstanding may request, within ten days of publication of this Notice (i.e. 4 September 2017), to add items to the agenda of the Meeting, indicating in that request the further items proposed, or may present proposals to be resolved upon on items already on the agenda.
    The requests must be submitted in writing to the registered office of the Issuer by recorded delivery:

        Snam S.p.A. 
        Company Secretarial Office (Bondholders’ Meeting - September 2017)  
        Piazza Santa Barbara, 7
        20097 San Donato Milanese (MI) – Italy

    or by certified e-mail to snam.assemblea@pec.snam.it

    together with a report which provides the reasons for the items to be added to the Meeting's agenda or of the reasons for the further proposals to be resolved upon on items already on the agenda.

    The certificate issued by the intermediary certifying ownership of the Notes by the requesting Noteholders as at the date of the request itself shall be attached to it.

    Notice of updates of the agenda or of the reasons related to resolution proposals for items already on the agenda will be provided in the same form as the publication of the notice, at least 15 days before the date set forth the Noteholders’ Meeting on single call.

    In any case, each Noteholder who has the right to vote may submit resolution proposals during the Noteholders' Meeting.

  • INFORMATION REGARDING THE ISSUER’S SHARE CAPITAL AND THE NOTES

    The share capital of the Issuer is € 2,735,670,475.56, divided into 3,500,638,294 ordinary shares, without par value. The outstanding total amount of the Notes on the date of this Notice amounts to, respectively:

    - 851,357,000 euros as regards the bonds “March 2018 Notes”;

    - 70,000,000 euros as regards the bonds “September 2018 Notes”;

    - 582,523,000 euros as regards the bonds “January 2019 Notes”;

    - 265,309,000 euros as regards the bonds “April 2019 Notes”;

    - 10,000,000,000 yen as regards the bonds “October 2019 Notes”;

    - 715,939,000 euros as regards the bonds “February 2020 Notes”;

    - 500,000,000 euros as regards the bonds “October 2020 Notes”;

    - 331,941,000 euros as regards the bonds “January 2021 Notes”;

    - 300,000,000 euros as regards the bonds “February 2022 Notes”;

    - 740,713,000 euros as regards the bonds “September 2022 Notes”;

    - 638,185,000 euros as regards the bonds “April 2023 Notes”;

    - 592,152,000 euros as regards the bonds “November 2023 Notes”;

    - 426,467,000 euros as regards the bonds “January 2024 Notes”;

    - 350,000,000 euros as regards the bonds “August 2024 Notes”;

    - 500,000,000 euros as regards the bonds “January 2025 Notes”;

    - 1,250,000,000 euros as regards the bonds “October 2026 Notes”;

    - 400,000,000 euros as regards the “Equity Linked Notes”.

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updated
10 August 2017 - 11:57 CEST