Snam launches a fixed rate note issue, reserved to institutional investors, aimed at a potential exchange of notes
NOT TO BE PUBLISHED OR DISTRIBUTED IN THE UNITED STATES, CANADA AND JAPAN
San Donato Milanese, 10 October 2017 – This morning Snam S.p.A. (rated BBB by S&P, Baa1 by Moody’s and BBB+ by Fitch) has launched a fixed rate note issue, maturity 2027, for an amount of 500 million euro “expected” under its EMTN Programme (Euro Medium Term Notes) which was approved by the Board of Directors on 6 October 2017. The notes will be listed on the Luxembourg Stock Exchange.
Features of the new notes are as follows:
Amount: 500 million euro - “expected”
Maturity: October 2027
Initial Price Terms: Mid Swap + 70 – 75 bps
Bookrunners and Joint Lead Managers of the placement, which is reserved to institutional investors, are Barclays, BNP Paribas, BofA Merrill Lynch, ING, Mizuho, Mediobanca, MUFG and Société Générale.
Moreover, on the date hereof, BNP Paribas S.A. (the Offeror) has launched a tender offer on some notes already issued by Snam S.p.A., namely:
- €1,000,000,000 5.000 per cent. Notes due 18 January 2019, of which €582,523,000 is outstanding (XS0806449814)
- €500,000,000 1.500 per cent. Notes due 24 April 2019, of which €265,309,000 is outstanding (XS1061410962)
- €1,250,000,000 3.500 per cent. Notes due 13 February 2020, of which €715,939,000 is outstanding (XS0853682069)
- €500,000,000 3.375 per cent. Notes due 29 January 2021, of which €331,941,000 is outstanding (XS0914294979)
- €1,000,000,000 5.250 per cent. Notes due 19 September 2022, of which €740,713,000 is outstanding (XS0829190585)
- €750,000,000 1.500 per cent. Notes due 21 April 2023, of which €638,185,000 is outstanding (XS1126183760)
- €750,000,000 1.375 per cent. Notes due 19 November 2023, of which €592,152,000 is outstanding (XS1318709497)
- €600,000,000 3.250 per cent. Notes due 22 January 2024, of which €426,467,000 is outstanding (XS1019326641)
up to a target maximum overall amount which will be determined and announced by the Offeror in accordance with the terms and conditions of the Tender Offer Memorandum dated 10 October 2017. The launch notice of the tender offer is available on the website www.bourse.lu.
The new issue may, in whole or in part, be exchanged with such above notes already issued by Snam S.p.A. (included in the list above), and acquired by BNP Paribas S.A. as a result of the tender offer. The completion of the new issue launched today by Snam – which will be executed through the placement of the new notes to institutional investors – is, among other things, a condition precedent for the aforementioned 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.
Transaction’s results and timing of listing of the new notes will be announced to the market.
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.
10 October 2017 - 10:06 CEST