Obligation 2i Rete Gas S.p.A 3% ( XS1088274672 ) en EUR

Société émettrice 2i Rete Gas S.p.A
Prix sur le marché 100 %  ⇌ 
Pays  Italie
Code ISIN  XS1088274672 ( en EUR )
Coupon 3% par an ( paiement annuel )
Echéance 16/07/2024 - Obligation échue



Prospectus brochure de l'obligation 2i Rete Gas S.p.A XS1088274672 en EUR 3%, échue


Montant Minimal /
Montant de l'émission /
Description détaillée L'Obligation émise par 2i Rete Gas S.p.A ( Italie ) , en EUR, avec le code ISIN XS1088274672, paye un coupon de 3% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 16/07/2024







THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF
NOTEHOLDERS. IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD
TAKE, THEY SHOULD CONSULT THEIR OWN INDEPENDENT PROFESSIONAL ADVISERS
IMMEDIATELY.

2i RETE GAS S.p.A.
(incorporated in the Republic of Italy as a joint stock company)
NOTICE TO THE HOLDERS OF THE
750,000,000 1.75 per cent. Notes due 16 July 2019 (ISIN XS1088274169)
600,000,000 3.00 per cent. Notes due 16 July 2024 (ISIN XS1088274672)
540,000,000 1.125 per cent. Notes due 2 January 2020 (ISIN XS1144492532)
(together, the "Notes" and, such holders, the "Noteholders")
issued under the
3,000,000,000
Euro Medium Term Note Programme
(the "Programme")
NOTICE IS HEREBY GIVEN that F2i Reti Italia S.r.l. ("FRI") has been substituted in place of 2i Rete Gas
S.p.A. (the "Issuer" or "2i Rete Gas") as the principal debtor under the Notes and the Trust Deed (as
defined below). FRI has also assumed the corporate form of società per azioni and changed its name to
"2i Rete Gas S.p.A.".
The Notes were constituted by a trust deed (the "Trust Deed") dated 30 June 2014 entered into between
the Issuer and Deutsche Trustee Company Limited (the "Trustee"), and were issued with the benefit of an
agency agreement (the "Agency Agreement") dated 30 June 2014 entered into between the Issuer, the
Trustee and Deutsche Bank AG, London Branch as issuing and principal paying agent (the "Issuing and
Principal Paying Agent"). Capitalised terms used but not defined in this Notice shall have the meanings
ascribed to them in the Trust Deed.
Pursuant to Condition 19.1 of the Terms and Conditions of the Notes and clause 14.2.1 of the Trust Deed,
the Issuer requested the Trustee to agree to the substitution of FRI in place of the Issuer as the principal
debtor under the Trust Deed, the Notes and the Coupons. The conditions set out in clause 14.2.1(iii) and
(iv) of the Trust Deed and clause 3 of the First Supplemental Trust Deed (as defined below) having been
satisfied by the Issuer, the Trustee is obliged to agree to the request and the substitution took effect
simultaneously with the OpCo Merger (as defined below) becoming fully effective under Italian law on 1
January 2015 (the "Effective Date"). FRI has accordingly been substituted in place of the Issuer as the
principal debtor under the Trust Deed, the Notes and the Coupons and shall henceforth be bound by the
terms of the Trust Deed, the Notes and the Coupons as if it had been named in the Trust Deed and the
Notes as the principal debtor in place of the Issuer.
As described in the base prospectus relating to the Programme dated 30 June 2014 (the "Base
Prospectus") under "Description of the Merger", and as further described in the supplement to the Base

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Prospectus dated 18 November 2014, during the second half of 2014, 2i Rete Gas and its holding
companies have undertaken a corporate reorganisation. The corporate reorganisation has been
implemented in two stages by means of separate merger transactions, subject to the requirements of
Italian law. Firstly, the holding companies of the Issuer, namely FRI and F2i Reti Italia 2 S.r.l. ("FRI 2"),
merged, by means of a merger by incorporation (fusione per incorporazione), with FRI 2 being absorbed
into FRI (the "HoldCo Merger"). On 31 July 2014, the merger deed (atto di fusione) relating to the HoldCo
Merger was executed by FRI and FRI 2 and the HoldCo Merger became fully effective under Italian law on
1 August 2014. On 19 September 2014, the Board of Directors of the Issuer and FRI resolved to proceed
with the second stage of the corporate reorganisation and, on 16 December 2014, the merger deed (atto di
fusione) relating to the merger by incorporation (fusione per incorporazione) of the Issuer and FRI, with the
Issuer being absorbed into FRI (the "OpCo Merger"), was executed by the Issuer and FRI. The OpCo
Merger became fully effective under Italian law on the Effective Date.
On the Effective Date, all assets and liabilities of the Issuer were transferred, pursuant to Italian law, to FRI,
and FRI was substituted in place of the Issuer in respect of all of the Issuer's rights and obligations,
including in respect of the Notes. As of the Effective Date, FRI also assumed the corporate form of società
per azioni and changed its name to "2i Rete Gas S.p.A.".
The substitution was implemented pursuant to (i) a first supplemental trust deed (the "First Supplemental
Trust Deed"), supplemental to the Trust Deed, dated 31 December 2014 and entered into between the
Issuer, FRI and the Trustee, and (ii) a supplemental agency agreement (the "Supplemental Agency
Agreement"), supplemental to the Agency Agreement, dated 31 December 2014 and entered into between
the Issuer, FRI, the Trustee and the Issuing and Principal Paying Agent.
Copies of the First Supplemental Trust Deed and the Supplemental Agency Agreement are available for
inspection at the specified office of the Issuing and Principal Paying Agent in London.
ISSUING AND PRINCIPAL PAYING AGENT
Deutsche Bank AG, London Branch
Winchester House
1 Great Winchester Street
London EC2N 2DB
United Kingdom
TRUSTEE
Deutsche Trustee Company Limited
Winchester House
1 Great Winchester Street
London EC2N 2DB
United Kingdom
This Notice is given by:
2i Rete Gas S.p.A.
Via Paolo da Cannobio, 33
Milan 20122
Italy
Dated 2 January 2015.

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