Obbligazione ENI Energia S.p.A. 2.625% ( XS2242929532 ) in EUR

Emittente ENI Energia S.p.A.
Prezzo di mercato refresh price now   100 EUR  ▲ 
Paese  Italia
Codice isin  XS2242929532 ( in EUR )
Tasso d'interesse 2.625% per anno ( pagato 1 volta l'anno)
Scadenza perpetue



Prospetto opuscolo dell'obbligazione ENI S.p.A XS2242929532 en EUR 2.625%, scadenza perpetue


Importo minimo 100 000 EUR
Importo totale 1 500 000 000 EUR
Coupon successivo 13/01/2026 ( In 212 giorni )
Descrizione dettagliata ENI S.p.A. è una multinazionale italiana operante nel settore dell'energia, attiva nell'esplorazione e produzione di idrocarburi, nella raffinazione, nella distribuzione e nella vendita di prodotti energetici, nonché nelle energie rinnovabili.

The Obbligazione issued by ENI Energia S.p.A. ( Italy ) , in EUR, with the ISIN code XS2242929532, pays a coupon of 2.625% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is perpetue







Eni S.p.A.
(incorporated with limited liability in the Republic of Italy)
1,500,000,000 Perpetual Subordinated Non-Call 5.25 Fixed Rate
Reset Securities
1,500,000,000 Perpetual Subordinated Non-Call 9 Fixed Rate
Reset Securities
Eni S.p.A. (the "Issuer" or "Eni") will issue 1,500,000,000 Perpetual Subordinated Non-Call 5.25 Fixed Rate Reset Securities (the "NC 5.25 Securities") and 1,500,000,000 Perpetual Subordinated Non-Call
9 Fixed Rate Reset Securities (the "NC 9 Securities", and, together with the NC 5.25 Securities, the "Securities", and each a "Series of Securities")) on 13 October 2020 (the "Issue Date").
The NC 5.25 Securities will bear interest on their principal amount (i) from, and including, 13 October 2020 (the Issue Date) to, but excluding, 13 January 2026 (the "NC 5.25 Securities First Reset Date") at an
interest rate of 2.625 per cent. per annum; and (ii) from, and including, the NC 5.25 Securities First Reset Date at an interest rate per annum equal to the relevant Reset Interest Rate (as defined in "Terms and
Conditions of the NC 5.25 Securities"). Interest on the NC 5.25 Securities will be payable annually in arrear on 13 January in each year (each an Interest Payment Date (as defined in "Terms and Conditions of the
NC 5.25 Securities").
The NC 9 Securities will bear interest on their principal amount (i) from, and including, 13 October 2020 (the Issue Date) to, but excluding, 13 October 2029 (the "NC 9 Securities First Reset Date") at an interest
rate of 3.375 per cent. per annum; and (ii) from, and including, the NC 9 Securities First Reset Date at an interest rate per annum equal to the relevant Reset Interest Rate (as defined in "Terms and Conditions of
the NC 9 Securities"). Interest on the NC 9 Securities will be payable annually in arrear on 13 October in each year (each an Interest Payment Date (as defined in "Terms and Conditions of the NC 9 Securities").
References in this Offering Circular to the "relevant Securities" are to the NC 5.25 Securities or the NC 9 Securities, respectively, references to the "relevant Terms and Conditions of the Securities" are to the
Terms and Conditions of the NC 5.25 Securities or the Terms and Conditions of the NC 9 Securities, respectively and references to the "relevant Securityholders" are to the holders of the relevant Securities.
Payment of interest on the Securities may be deferred at the option of the Issuer in certain circumstances, as set out under "Terms and Conditions of the NC 5.25 Securities" in respect of the NC 5.25 Securities
and "Terms and Conditions of the NC 9 Securities" in respect of the NC 9 Securities.
The Securities will be issued in bearer form, with interest coupons appertaining to the Securities (the "Coupons") and one talon for further interest coupons (the "Talon") attached on issue, each pursuant to a
fiscal agency agreement dated 13 October 2020 between the Issuer and The Bank of New York Mellon, London Branch as fiscal agent (the "Fiscal Agent") and the other agents named in the agency agreement
(the "Agency Agreement") and each with the benefit of a deed of covenant dated 13 October 2020 executed by the Issuers in relation to the Securities (the "Deed of Covenant"). The Securities will be issued in
denominations of 100,000 and integral multiples of 1,000 in excess thereof.
The Securities are perpetual securities and have no fixed date for redemption. Unless previously redeemed or purchased and cancelled as provided below, the Securities will mature on the date on which voluntary
or involuntary winding up, dissolution, liquidation or bankruptcy (including in connection with any Insolvency Proceedings (as defined relevant Terms and Conditions of the Securities)) proceedings are instituted
in respect of the Issuer (the "Liquidation Event Date"), (i) in accordance with any provision on the duration of the Issuer as set out in the by-laws of the Issuer from time to time (which, as of the Issue Date, sets
out the duration of the Issuer at 31 December 2100), or, if earlier, (ii) in accordance with (x) a resolution of the shareholders` meeting of the Issuer; or (y) any applicable legal provision or any decision of any
judicial or administrative authority. Upon having maturity occurred according to the provisions above, the Securities will become due and payable at an amount equal to their outstanding principal amount, together
with any outstanding interest accrued up to (but excluding) the Liquidation Event Date and any outstanding Arrears of Interest (as defined in the relevant Terms and Conditions of the Securities).
The Issuer may redeem all, but not some only, of the NC 5.25 Securities on any Call Date, in each case at their principal amount together with any interest up to, but excluding, the relevant Call Date and any
outstanding Arrears of Interest.
The Issuer may redeem all, but not some only, of the NC 9 Securities on any Call Date, in each case at their principal amount together with any interest up to, but excluding, the relevant Call Date and any
outstanding Arrears of Interest.
In addition the Issuer will have the right to: (i) redeem the relevant Securities upon the occurrence of an Accounting Event, a Tax Deduction Event, a Rating Agency Event, a Gross-Up Event or a Substantial
Repurchase Event or (ii) exchange or vary the terms of the relevant Securities so that they remain or become Qualifying Securities upon the occurrence of an Accounting Event, a Tax Deduction Event, a Rating
Agency Event or a Gross-Up Event, each as defined and described in Condition 5 of the relevant Terms and Conditions of the Securities.
In the event that at least 75 per cent. of the aggregate principal amount of the relevant Securities issued on the Issue Date has been purchased by or on behalf of the Issuer or a Subsidiary (as defined in the relevant
Terms and Conditions of the Securities) and cancelled, the Issuer may redeem all, but not some only, of the outstanding Securities at the Early Redemption Price. See "Terms and Conditions of the Securities of
the NC 5.25 Securities ­ Redemption and Purchase ­ Purchases and Substantial Repurchase Event" in respect of the NC 5.25 Securities and "Terms and Conditions of the Securities of the NC 9 Securities ­
Redemption and Purchase ­ Purchases and Substantial Repurchase Event" in respect of the NC 9 Securities.
The Securities and the Coupons constitute direct, unsecured and subordinated obligations of the Issuer and rank and will at all times rank pari passu without any preference among themselves and with Parity
Securities and senior only to the Issuer's payment obligations in respect of any Junior Securities (each as defined in the relevant Terms and Conditions of the Securities). The Securities constitute obbligazioni
pursuant to Article 2410 et seq. of the Italian Civil Code. The Securities will not be guaranteed.
An investment in the Securities involves certain risks. For a discussion of risks, see "Risk Factors" beginning on page 12.
This Offering Circular has been approved by the CSSF, as competent authority under Regulation (EU) 2017/1129 (the "Prospectus Regulation"). Such approval only relates to Securities, which are to be admitted
to trading on a regulated market for the purposes of Directive 2014/65/EU, as amended and supplemented ("MiFID II") and/or which are to be offered to the public in any member state of the European Economic
Area. The CSSF only approves this Offering Circular as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered
as an endorsement of the Issuer or the quality of the Securities that are the subject of this Offering Circular and investors should make their own assessment as to the suitability of investing in the Securities.
Application has been made to the Luxembourg Stock Exchange (the "Luxembourg Stock Exchange") for the Securities to be admitted to the Official List (the "Official List") and to trading on its regulated
market (the "Market"). Reference in this Offering Circular to being "listed" (and all date references) shall mean that such Securities have been admitted to the Official List and have been admitted to trading on
the Market. The Market is a regulated market for the purposes of MiFID II.
This Offering Circular will be valid for 12 months from 9 October 2020 until 9 October 2021. The obligation to supplement the Offering Circular in the event of significant new factors, material mistakes or
material inaccuracies will not apply when the Offering Circular is no longer valid. For this purpose, "valid" means valid for making offers to the public or admissions to trading on a regulated market by or with
the consent of the Issuer and the obligation to supplement the Offering Circular is only required within its period of validity between the time when the Offering Circular is approved and the closing of the offer
period for the Securities or the time when trading on a regulated market begins, whichever occurs later.
This Offering Circular is available for viewing on the website of the Luxembourg Stock Exchange (www.bourse.lu).
Subject to and as set out in "Terms and Conditions of the NC 5.25 Securities ­ Taxation", in respect of the NC 5.25 Securities and "Terms and Conditions of the NC 9 Securities ­ Taxation", in respect of the NC
9 Securities, the Issuer shall not be liable to pay any Additional Amounts to holders of the Securities in relation to any withholding or deduction required pursuant to Italian Legislative Decree No. 239 of 1 April,
1996 (as the same may be amended or supplemented from time to time, "Decree No. 239") and in any other circumstances described in "Terms and Conditions of the NC 5.25 Securities ­ Taxation", in respect of
the NC 5.25 Securities and "Terms and Conditions of the NC 9 Securities ­ Taxation", in respect of the NC 9 Securities.
The Securities are expected to be rated "Baa3" by Moody's Deutschland GmbH ("Moody's"), "BBB" by S&P Global Ratings Europe Limited ("S&P") and "BBB" by Fitch Ratings Ireland Limited ("Fitch").
According to the definitions published by Moody's on its website as of the date of this Offering Circular, obligations rated `Baa' are subject to moderate credit risk. They are considered medium-grade and as such
may possess speculative characteristics. In addition, Moody's appends numerical modifiers 1, 2 and 3 to each generic rating classification from `Aa' to `Caa'; the modifier `3' indicates that the obligation ranks in
the lower end of its generic rating category. According to the definitions published by Standard & Poor's on its website as of the date of this Offering Circular, an obligation rated `BBB' exhibits adequate protection
parameters. However, adverse economic conditions or changing circumstances are more likely to weaken the obligor's capacity to meet its financial commitments on the obligation. In addition, ratings from `AA'
to `CCC' may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the rating categories. According to the definitions published by Fitch on its website as of the date of this
Offering Circular, `BBB' ratings denote expectations of low credit risk. The capacity for payment of financial commitments is considered adequate, but adverse business or economic conditions are more likely
to impair this capacity than is the case for higher ratings. In addition, within rating categories, Fitch may use modifiers; the modifiers `+' or `-' may be appended to a rating to denote relative status within major
rating categories.
i


Each of Moody's, S&P and Fitch is established in the European Union and is registered under Regulation (EC) No. 1060/2009 (as amended) (the "CRA Regulation"). As such, each of Moody's, S&P and Fitch
is included in the list of credit rating agencies published by the European Securities and Markets Authority ("ESMA") on its website (www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance
with the CRA Regulation. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.
A suspension, reduction or withdrawal of the rating assigned to any Securities may adversely affect the market price of the Securities.
Each of the NC 5.25 Securities and the NC 9 Securities will initially be represented by a temporary global security (the "Temporary Global Security"), without interest coupons, which will be deposited on or
about the Issue Date with a common depositary for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, S.A. ("Clearstream"). Interests in such Temporary Global Security will be exchangeable for
interests in a permanent global security (the "Permanent Global Security" and, together with the Temporary Global Security, the "Global Securities"), without interest coupons, after 40 days after the
commencement of this offering, upon certification as to non-U.S. beneficial ownership. Interests in the Permanent Global Security will be exchangeable for definitive Securities only in certain limited circumstances.
See "Overview of the Terms of the Securities".
Barclays Bank Ireland PLC, BNP Paribas and Goldman Sachs International (the "Global Coordinators and Structuring Advisors") and Banco Santander, S.A., Citigroup Global Markets Limited, HSBC Bank
plc, SMBC Nikko Capital Markets Limited and UniCredit Bank AG (the "Bookrunners" and, together with the Global Coordinators and Structuring Advisors, the "Joint Lead Managers"), expect to deliver the
Securities to purchasers in bearer form on or about 13 October 2020.
The Securities have not been and will not be registered under the U. S. Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other
jurisdiction of the United States, and are bearer securities that are subject to U.S. tax law requirements. The Securities may not be offered, sold or delivered within the United States or for the account
or benefit of U.S. Persons (as defined in Regulation S under the Securities Act). For a description of these and certain further restrictions on offers, sales and transfers of Securities and distribution of
this Offering Circular, see "Subscription and Sale".
Global Coordinators and Structuring Advisors
Barclays Bank Ireland PLC
BNP Paribas
Goldman Sachs International
Bookrunners
Citigroup
HSBC Bank plc
Santander Corporate & Investment Banking
SMBC Nikko Capital Markets Limited
UniCredit Bank
The date of this Offering Circular is 9 October 2020.
ii


NOTICE TO INVESTORS
This Offering Circular comprises a prospectus for the purposes of Article 6 of the Prospectus Regulation.
The Issuer (whose address of the registered office appears on page 140 of this Offering Circular) accepts
responsibility for the information contained in this Offering Circular. To the best of the knowledge of the Issuer,
the information contained in this Offering Circular is in accordance with the facts and does not omit anything
likely to affect the import of such information in any material respect in the context of the issue of the Securities.
Certain Information has been extracted from or is the result of the Issuer's elaboration on information provided
by third-party sources, such as company filings, National Regulators Annual Reports and leading information
providers, which the Issuer deems to be the most reliable. The Issuer confirms that such information has been
accurately reproduced and, as far as it is aware and is able to ascertain from published information, no facts
have been omitted which would render the reproduced information inaccurate or misleading.
No representation, warranty or undertaking, express or implied, is made and no responsibility or liability is
accepted by the Joint Lead Managers as to the accuracy or completeness of the information contained in this
Offering Circular or any other information provided by the Issuer in connection with the offering of the
Securities.
To the fullest extent permitted by law, none of the Joint Lead Manager accepts any responsibility for the contents
of this Offering Circular or for any acts or omissions of the Issuer or any other person in connection with this
Offering Circular or the issue and offering of the Securities. Each Joint Lead Managers accordingly disclaim
all and any liability whether arising in tort or contract which it might otherwise have in respect of the contents
of this Offering Circular or for any acts or omissions of the Issuer or any other person in connection with this
Offering Circular or the issue and offering of Securities. None of this Offering Circular nor any other financial
statements nor any document incorporated by reference herein is intended to provide the basis of any credit or
other evaluation and should not be considered as a recommendation by the Issuer or the Joint Lead Managers
that any recipient of this Offering Circular or any other financial statements should purchase the Securities.
Each potential purchaser of Securities should determine for itself the relevance of the information contained in
this Offering Circular and its purchase of Securities should be based upon such investigation as it deems
necessary.
None of the Joint Lead Manager undertakes to review the financial condition or affairs of the Issuer during the
life of the arrangements contemplated by this Offering Circular nor to advise any investor or potential investor
in the Securities of any information coming to the attention of any of the Joint Lead Manager. This Offering
Circular is to be read in conjunction with all documents which are deemed to be incorporated herein by reference
(see "Documents Incorporated by Reference").
No person has been authorised to give any information or to make any representation other than those contained
in this Offering Circular in connection with the issue or sale of the Securities and, if given or made, such
information or representation must not be relied upon as having been authorised by the Issuer or any of the Joint
Lead Managers or the Fiscal Agent or the Calculation Agent (each as defined in the relevant Terms and
Conditions of the Securities).
Neither the delivery of this Offering Circular nor any sale made in connection herewith shall, under any
circumstances, create any implication that there has been no change in the affairs of the Issuer since the date
hereof or the date upon which this Offering Circular has been most recently supplemented or that there has been
no adverse change in the financial position of the Issuer since the date hereof or the date upon which this
Offering Circular has been most recently supplemented or that any other information supplied in connection
with the offering is correct as of any time subsequent to the date on which it is supplied or, if different, the date
indicated in the document containing the same. The Joint Lead Managers expressly do not undertake to review
iii


the financial condition or affairs of the Issuer during the life of the Securities or to advise any investor in the
Securities of any information coming to their attention.
This Offering Circular does not constitute an offer to sell or the solicitation of an offer, or an invitation, to buy
the Securities in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such
jurisdiction. The distribution of this Offering Circular and the offer or sale of the Securities may be restricted
by law in certain jurisdictions. None of the Issuer or the Joint Lead Managers represents that this Offering
Circular may be lawfully distributed, or that the Securities may be lawfully offered, in compliance with any
applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available
thereunder, or assumes any responsibility for facilitating any such distribution or offering. In particular, no
action has been taken by the Issuer or the Joint Lead Managers that would permit a public offering of the
Securities or the distribution of this Offering Circular in any jurisdiction where action for that purpose is
required. Accordingly, no Securities may be offered or sold, directly or indirectly, and neither this Offering
Circular nor any advertisement or other offering material may be distributed or published in any jurisdiction,
except under circumstances that will result in compliance with any applicable laws and regulations. Persons
into whose possession this Offering Circular or any Securities may come must inform themselves about, and
observe, any such restrictions on the distribution of this Offering Circular and the offering and sale of the
Securities. In particular, there are restrictions on the distribution of this Offering Circular and the offer or sale
of the Securities in the EEA, the United States, the United Kingdom, Singapore, Switzerland and Italy. See
"Subscription and Sale".
SECURITIES MAY NOT BE A SUITABLE INVESTEMENT FOR ALL INVESTORS - Each potential
investor in the Securities must determine the suitability of that investment in light of its own circumstances. In
particular, each potential investor should:
(a)
have sufficient knowledge and experience to make a meaningful evaluation of the Securities, the merits
and risks of investing in the Securities and the information contained or incorporated by reference in this
Offering Circular or any applicable supplement;
(b)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular
financial situation, an investment in the Securities and the impact the Securities will have on its overall
investment portfolio;
(c)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the Securities,
including where the currency for principal and interest payments is different from the potential investor's
currency;
(d)
understand thoroughly the terms of the Securities and be familiar with the behaviour of any relevant
financial markets; and
(e)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic,
interest rate and other factors that may affect its investment and its ability to bear the applicable risks.
The Securities are complex financial instruments. Sophisticated institutional investors generally do not purchase
complex financial instruments as stand-alone investments. They purchase complex financial instruments as a
way to reduce risk or enhance yield with an understood, measured, appropriate addition of risk to their overall
portfolios. A potential investor should not invest in the Securities unless it has the expertise (either alone or with
the help of a financial adviser) to evaluate how the Securities will perform under changing conditions, the
resulting effects on the value of the Securities and the impact this investment will have on the potential
investor's overall investment portfolio.
In this Offering Circular, unless otherwise specified or the context otherwise requires, all references to "£" or
"Sterling" are to the currency of the United Kingdom, all references to "U.S. dollars" are to the currency of the
United States of America and all references to "", "euro" and "Euro" are to the lawful currency introduced at
iv


the start of the third stage of the European Economic and Monetary Union pursuant to the Treaty on the
Functioning of the European Union, as amended from time to time.
The language of this Offering Circular is English. Any foreign language text that is included with or within this
document, or in any document incorporated by reference in this Offering Circular, has been included for
convenience purposes only and does not form part of this Offering Circular.
In compliance with the requirements of the Luxembourg Stock Exchange, this Offering Circular is available on
the website of the Luxembourg Stock Exchange (www.bourse.lu).
For the avoidance of doubt, the contents of any websites referred to herein do not form part of this Offering
Circular.
MIFID II product governance / professional investors and ECPs only target market ­ Solely for the
purposes of each manufacturer's product approval process, the target market assessment in respect of
the Securities (as defined herein) has led to the conclusion that: (i) the target market for the Securities is
eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for
distribution of the Securities to eligible counterparties and professional clients are appropriate. Any
person subsequently offering, selling or recommending the Securities (a "distributor") should take into
consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II
is responsible for undertaking its own target market assessment in respect of the Securities (by either
adopting or refining the manufacturers' target market assessment) and determining appropriate
distribution channels.
PRIIPS REGULATION / PROHIBITION OF SALES TO EEA AND UK RETAIL INVESTORS ­ The
Securities are not intended to be offered, sold or otherwise made available to and should not be offered,
sold or otherwise made available to any retail investor in the EEA and UK. For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1)
of MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance
Distribution Directive"), where that customer would not qualify as a professional client as defined in
point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by
Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the
Securities or otherwise making them available to retail investors in the EEA or UK has been prepared
and therefore offering or selling the Securities or otherwise making them available to any retail investor
in the EEA or in the UK may be unlawful under the PRIIPs Regulation.
Singapore SFA Product Classification: In connection with Section 309B of the Securities and Futures Act
(Chapter 289) of Singapore (the "SFA") and the Securities and Futures (Capital Markets Products)
Regulations 2018 of Singapore (the "CMP Regulations 2018"), the Issuer has determined, and hereby
notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Securities are `prescribed
capital markets products' (as defined in the CMP Regulations 2018) and Excluded Investment Products
(as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-
N16: Notice on Recommendations on Investment Products).
IN CONNECTION WITH THE OFFERING OF THE SECURITIES, GOLDMAN SACHS
INTERNATIONAL (OR PERSONS ACTING ON ITS BEHALF) (TOGETHER THE "STABILISING
MANAGER") MAY OVER-ALLOT SECURITIES OR EFFECT TRANSACTIONS WITH A VIEW TO
SUPPORTING THE MARKET PRICE OF THE SECURITIES AT A LEVEL HIGHER THAN THAT WHICH
MIGHT OTHERWISE PREVAIL. HOWEVER, STABILISATION ACTION MAY NOT NECESSARILY
OCCUR. ANY STABILISATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH
ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE SECURITIES IS MADE
AND, IF BEGUN, MAY CEASE AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER
v


OF 30 DAYS AFTER THE ISSUE DATE OF THE SECURITIES AND 60 DAYS AFTER THE DATE OF
THE ALLOTMENT OF THE SECURITIES. ANY STABILISATION ACTION OR OVER-ALLOTMENT
MUST BE CONDUCTED BY THE STABILISATION MANAGER (OR PERSON(S) ACTING ON BEHALF
OF THE STABILISATION MANAGER) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND
RULES.
vi


TABLE OF CONTENTS
Page
OVERVIEW OF THE TERMS OF THE SECURITIES ................................................................................ 1
RISK FACTORS........................................................................................................................................ 12
INCORPORATION BY REFERENCE....................................................................................................... 51
USE AND ESTIMATED AMOUNT OF PROCEEDS................................................................................. 58
TERMS AND CONDITIONS OF THE NC 5.25 SECURITIES .................................................................. 59
TERMS AND CONDITIONS OF THE NC 9 SECURITIES....................................................................... 84
DESCRIPTION OF THE ISSUER............................................................................................................ 109
OVERVIEW OF THE ITALIAN INSOLVENCY LAW REGIME............................................................. 110
OVERVIEW OF PROVISIONS RELATING TO THE SECURITIES WHILE REPRESENTED BY THE
GLOBAL SECURITIES................................................................................................................... 122
CERTAIN TAX CONSIDERATIONS....................................................................................................... 126
SUBSCRIPTION AND SALE.................................................................................................................. 132
GENERAL INFORMATION.................................................................................................................... 136
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OVERVIEW OF THE TERMS OF THE SECURITIES
This Overview of the Terms of the NC 5.25 Securities and Terms of the NC 9 Securities must be read in
conjunction with and is qualified in its entirety by reference to "Terms of the NC 5.25 Securities" and "Terms
of the NC 9 Securities" appearing elsewhere in this Offering Circular. References to the "relevant Terms and
Conditions of the Securities" and "Conditions" are references to Conditions under "Terms of the NC 5.25
Securities" and "Terms of the NC 9 Securities", respectively. Capitalised terms used but not otherwise defined
herein have the meaning ascribed to them under the caption "Terms of the NC 5.25 Securities" in respect of
the NC 5.25 Securities and "Terms of the NC 9 Securities" in respect of the NC 9 Securities
Issuer
Eni S.p.A. ("Eni")
Legal Entity Identifier (LEI)
BUCRF72VH5RBN7X3VL35
Issuer's website
https://www.eni.com/en_IT/
Securities Offered
1,500,000,000 Perpetual Subordinated Non-Call 5.25 Fixed
Rate Reset Securities (the "NC 5.25 Securities") and
1,500,000,000 Perpetual Subordinated Non-Call 9 Fixed Rate
Reset (the "NC 9 Securities" and, together with the "NC 5.25
Securities, the "Securities").
Date fixed for redemption
The Securities are perpetual securities and have no fixed date for
redemption. Unless previously redeemed or purchased and
cancelled as provided below, the Securities will mature on the
date on which voluntary or involuntary winding up, dissolution,
liquidation or bankruptcy (including in connection with any
Insolvency Proceedings) proceedings are instituted in respect of
the Issuer (the "Liquidation Event Date"), (i) in accordance
with any provision on the duration of the Issuer as set out in the
by-laws of the Issuer from time to time (which, as of the Issue
Date, sets out the duration of the Issuer at 31 December 2100),
or, if earlier, (ii) in accordance with (x) a resolution of the
shareholders` meeting of the Issuer; or (y) any applicable legal
provision or any decision of any judicial or administrative
authority. Upon having maturity occurred according to the
provisions above, the Securities will become due and payable at
an amount equal to their outstanding principal amount, together
with any outstanding interest accrued up to (but excluding) the
Liquidation Event Date and any outstanding Arrears of Interest.
Interest
Each Series of Securities shall entitle the relevant Securityholder
to receive cumulative interest.
Interest on the NC 5.25 Securities will accrue (i) from, and
including, the Issue Date (but excluding) the NC 5.25 Securities
First Reset Date at an interest rate of 2.625 per cent. per annum,
payable annually in arrear on each Interest Payment Date; and
(ii) from (and including) the NC 5.25 Securities First Reset Date
to (but excluding) the date fixed for redemption, at, in respect of
each Reset Period, the relevant the EUR 5 year Swap Rate plus:
(A) in respect of the Reset Period commencing on the NC 5.25
1


Securities First Reset Date to (but excluding) 13 January 2031,
3.167 per cent. annum; (B) in respect of each Reset Period which
falls in the period commencing on 13 January 2031 and ending
on (but excluding) the Reset Date falling on 13 January 2046,
3.417 per cent. annum; and (C) in respect of each subsequent
Reset Period, 4.167 per cent. per annum, all as determined by the
Calculation Agent for annual payment in arrear on each Interest
Payment Date, commencing 13 January 2021.
Interest on the NC 9 Securities will accrue (i) from, and
including, the Issue Date (but excluding) the NC 9 Securities
First Reset Date at an interest rate of 3.375 per cent. per annum,
payable annually in arrear on each Interest Payment Date; and
(ii) from (and including) the NC 9 Securities First Reset Date to
(but excluding) the date fixed for redemption, at, in respect of
each Reset Period, the relevant the EUR 5 year Swap Rate plus:
(A) in respect of the Reset Period commencing on the NC 9
Securities First Reset Date to (but excluding) 13 October 2034,
3.641 per cent. annum; (B) in respect of each Reset Period which
falls in the period commencing on 13 October 2034 and ending
on (but excluding) the Reset Date falling on 13 October 2049,
3.891 per cent. annum; and (C) in respect of each subsequent
Reset Period, 4.641 per cent. per annum, all as determined by the
Calculation Agent for annual payment in arrear on each Interest
Payment Date, commencing 13 October 2021.
Interest Payment Dates
Each Security will bear interest from the date of original
issuance. Interest on the NC 5.25 Securities will be payable
(subject to deferral as described herein) annually in arrear on 13
January in each year and interest on the NC 9 Securities will be
payable (subject to deferral as described herein) annually in
arrear on 13 October in each year, each commencing on, and
including, 13 October 2020, to, and including the date fixed for
redemption (each an "Interest Payment Date").
Optional Interest Deferral and Arrears
The Issuer may, at its sole discretion, elect to defer in whole (or
of Interest
in part), any payment of interest accrued on the relevant
Securities in respect of any Interest Period by giving notice of
such election to the Securityholders and to the Fiscal Agent and
Paying Agents at least 5, but not more than 30, Business Days
prior to the relevant Interest Payment Date. If the Issuer makes
such an election, it shall have no obligation to make such
payment and any such non-payment of interest shall not
constitute a default by the Issuer or any other breach of
obligations under the relevant Securities or for any other
purpose, unless such Arrears of Interest (as defined below)
becomes due and payable in accordance with the relevant
Conditions.
Any such interest which the Issuer duly elects to defer will be
deferred and shall constitute "Arrears of Interest". Any Arrears
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of Interest will remain outstanding until paid in full by the Issuer,
but Arrears of Interest shall not themselves bear interest.
Optional Settlement of Arrears of
The Issuer will be entitled to pay outstanding Arrears of Interest
Interest
(in whole or in part) at any time upon giving notice to the
relevant Securityholders and to the Fiscal Agent and Paying
Agents not less than 10 Business Days before such voluntary
payment and specifying (i) the amount of Arrears of Interest to
be paid and (ii) the date fixed for such payment.
Mandatory Settlement of Arrears
The Issuer must pay all outstanding Arrears of Interest (in whole
Interest
but not in part) on the earliest of the following (each, a
"Mandatory Settlement Date"):
the tenth business day following the date on which a
Compulsory Arrears of Interest Payment Event occurs;
the next scheduled Interest Payment Date in respect of
which the Issuer does not elect to defer the interest accrued
in respect of the relevant Interest Period;
the date on which the relevant Securities are redeemed or
repaid in accordance with their conditions, including at the
Liquidation Event Date (unless otherwise required by
mandatory provisions of applicable law).
The Issuer shall give notice of the impending occurrence of any
Mandatory Settlement Date to the Securityholders in accordance
with the relevant Terms and Conditions and to the Fiscal Agent
and Paying Agents, promptly upon becoming aware thereof and,
in any event, at least five Business Days prior to the relevant
Mandatory Settlement Date. "Compulsory Arrears of Interest
Payment Event" means:
the Issuer has, directly or indirectly, resolved to pay,
declared, paid or made a dividend (either interim or final)
or any other distribution, or any other payment on any of
its Junior Securities, other than (i) in the form of the
issuance (or transfer from treasury) of any ordinary shares,
(ii) a dividend, distribution or payment declared by the
Issuer before the earliest notice given by the Issuer in
accordance with Condition 4(b)(i) of the relevant Terms
and Conditions of the Securities in respect of the then
outstanding Arrears of Interest under the Securities or (iii)
where such dividend, distribution or payment was
contractually required to be declared, paid or made under
the terms of such Junior Securities;
subject as provided below, the Issuer has, directly or
indirectly, resolved to pay, declared, paid or made a
dividend (either interim or final) or any other distribution,
or any other payment, on any of its Parity Securities, other
than (i) a dividend, distribution or payment declared by the
Issuer before the earliest notice given by the Issuer in
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