This communication does not constitute or form part of and should not be construed as, an offer to sell or issue or the solicitation of an offer to buy or otherwise acquire securities of the Galp Energia in any jurisdiction or an inducement to enter into investment activity in any jurisdiction.
Galp Energia informs that the following announcement was received from the shareholder Eni:
“San Donato Milanese (Milan), 19 November 2015 - Eni S.p.A. (“Eni”) announces that it has started, through an accelerated bookbuilding procedure, the sale of 33,124,670 ordinary shares (the “Shares”) of Galp Energia SGPS S.A. (“Galp”), corresponding to the entire participation held by Eni and equal to approximately 4% of Galp's share capital (the “Offering”).
The Shares were underlying its Exchangeable Bonds under which the terms of conversion are expired.
The Shares will be placed with qualified institutional investors with Goldman Sachs International and Merrill Lynch International acting as Joint Bookrunners.
Over the last few months Eni has completed the disposal on the stock exchange of approximately 4% of the share capital of Galp.
Following the completion of the Offering, Eni will not hold any participation in Galp’s share capital, completing the disposal process of the initial 33.34% stake, sold through several transactions starting from 2012.
An announcement of the final terms of the Offering is currently expected to be made as soon as reasonably practicable upon completion of the accelerated bookbuilding procedure during the course of tomorrow.
The proceeds from the Offering will be used for general corporate purposes.
DISCLAIMER: The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. The information in this announcement is subject to change. It may be unlawful to distribute this announcement in certain jurisdictions. These written materials are not for distribution in the United States, Canada, Australia or Japan or in any other jurisdiction where to do so would be unlawful. The information contained herein does not constitute an offer of securities for sale in the United States, Canada, Australia or Japan. This announcement does not constitute or form part of an offer to sell or the solicitation of an offer to buy the securities discussed herein. The securities mentioned herein have not been, and will not be, registered under the Securities Act, and may not be offered or sold in the United States or to or for the account or benefit of US persons absent registration or an exemption from the registration requirements of the Securities Act. There will be no public offer of the securities mentioned herein in the United States.
The Offering has not been and shall not be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to the applicable laws and regulations. As a result, the Shares and any document relating thereto 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 pursuant to article 100 of Legislative Decree No. 58 of 24 February 1998 (the “Financial Services Act”) and article 34-ter of CONSOB Regulation No. 11971 of 14 May 1999 (the “CONSOB regulation”) in each case, as amended from time to time, or in the other circumstances provided for by article 100 of the Financial Services Act and by the CONSOB Regulation and, in any case, in compliance with any applicable laws and regulations or requirements imposed by CONSOB or any other Italian authority.
The Offering has not been and will not be submitted for approval by the Comissão do Mercado de Valores Mobiliários (CMVM) pursuant to applicable laws and regulations and, therefore, the Shares may not be offered, sold or distributed to the public in the Republic of Portugal other than to qualified investors, as defined pursuant to article 30 of Decree-Law number 486/99, of 13 November, as amended (the “Portuguese Securities Code”) or otherwise offered, sold or distributed in a way that would trigger the qualification of the Offering as a public offer under the Portuguese Securities Code.”
Source: Galp Energia, SGPS, S.A.