Obligation Italgas Energia 1.625% ( XS1685542497 ) en EUR

Italgas Energia

100 % ⇌

Italie

XS1685542497 ( en EUR )

1.625% par an ( paiement annuel )

18/01/2029 - Obligation échue

Prospectus brochure de l'obligation Italgas S.P.A XS1685542497 en EUR 1.625%, échue

Italgas S.p.A. est le principal opérateur de réseaux de distribution de gaz naturel en Italie, gérant un réseau de plus de 72 000 kilomètres et desservant plus de 7,8 millions de clients.

L'Obligation émise par Italgas Energia ( Italie ) , en EUR, avec le code ISIN XS1685542497, paye un coupon de 1.625% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 18/01/2029

EXECUTION VERSION
FINAL TERMS
PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes 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 European Economic Area ("EEA"). 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 Directive 2014/65/EU
("MiFID II"); (ii) a customer within the meaning of Directive 2002/92/EC, where that customer would not
qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified
investor as defined in Directive 2003/71/EC (as amended, the "Prospectus Directive"). Consequently no key
information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering
or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and
therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA
may be unlawful under the PRIIPS Regulation.
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 Notes has led
to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients
only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties
and professional clients are appropriate. Any person subsequently offering, selling or recommending the
Notes (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 Notes (by either adopting or refining the manufacturers' target market assessment) and
determining appropriate distribution channels.

26 January 2018
Italgas S.p.A.
Issue of 250,000,000 1.625 per cent. Notes due 18 January 2029 (the "New Notes")
(to be consolidated and form a single series with the Issuer's 500,000,000 1.625 per cent. Notes due 18
January 2029 issued on 18 September 2017, ISIN code XS1685542497 (the "Original Notes" and,
together with the New Notes, the "Notes"))
under the 3,500,000,000
Euro Medium Term Note Programme
PART 1
CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the Conditions)
set forth in the Base Prospectus dated 18 November 2016 which are incorporated by reference in the Base
Prospectus dated 9 November 2017. This document constitutes the Final Terms of the Notes described herein
for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base
Prospectus dated 9 November 2017 and the supplement to it dated 22 January 2018 which together constitute
a base prospectus for the purposes of the Prospectus Directive (the Base Prospectus), including the
Conditions incorporated by reference in the Base Prospectus. Full information on the Issuer and the offer of
the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus
dated 9 November 2017 and the supplement to the Base Prospectus dated 22 January 2018. The Base
Prospectus and the supplement to the Base Prospectus are available for viewing during normal business
hours at the registered office of the Issuer and copies may be obtained from the registered office of the
Issuer. The Base Prospectus and, in the case of Notes admitted to trading on the regulated market of the

Luxembourg Stock Exchange, the Final Terms will also be published on the website of the Luxembourg
Stock Exchange (www.bourse.lu).

1.
(a) Series
Number:
4
(b)
Tranche Number:
2
(as referred to under the introduction
to the Terms & Conditions of the
Notes)
(c)
Date in which Notes will be The Notes will be consolidated and form a single
consolidated and form a single Series with the Original Notes on exchange of the
Series
Temporary Global Note for interests in the
Permanent Global Note, as referred to in paragraph
22 below, which is expected to occur on or about 40
days after the Issue Date.
2.
Specified Currency or Currencies:
Euro ()
3.
Aggregate Nominal Amount:

(a)
Series: 750,000,000
(b)
Tranche: 250,000,000
4.
Issue Price:
99.94% of the Aggregate Nominal Amount plus
133,561.64 accrued interest from, and including, 18
January 2018 to, but excluding, the Issue Date.
5.
(a) Specified
Denominations:
100,000 and integral multiples of 1,000 in excess
thereof up to and including 199,000. No Notes in
(as referred to under Condition 1 (Form, definitive form will be issued with a denomination
Denomination and Title))
above 199,000.
(b)
Calculation Amount:
1,000
(as referred to under Condition 4.2 (Interest
on Floating Rate Notes and Inflation Linked
Interest Notes)
6.
(a)
Issue Date:
30 January 2018
(b)
Interest Commencement Date:
18 January 2018
(as referred to under Condition 4 (Interest))
7.
Maturity Date:
18 January 2029
8.
Interest Basis:
1.625% Fixed Rate

(further particulars specified below)
9.
Redemption Basis:
Subject to any purchase and cancellation or early
2

redemption, the Notes will be redeemed on the
(as referred to under Condition 6

Maturity Date at 100% of their nominal amount
(Redemption and Purchase))
10.
Change of Interest Basis:
Not Applicable

11.
Put/Call Options:
Not Applicable
(as referred to under Conditions 6.3
(Redemption at the option of the Issuer
(Issuer Call)) and 6.4 (Redemption at the
option of the Noteholders (Investor Put)))
12.
Date Board approval for issuance of Notes 23 October 2017
obtained
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
13.
Fixed Rate Note Provisions:
Applicable
(as referred to under Condition 4.1 (Interest
on Fixed Rate Notes))
(a)
Rate(s) of Interest:
1.625% per annum payable in arrear on each Interest
Payment Date
(b)
Interest Payment Date(s):
18 January in each year up to and including the
Maturity Date
(c)
Fixed Coupon Amount(s):
16.25 per Calculation Amount
(Applicable to Notes in definitive
form.)
(d)
Broken Amount(s):
Not Applicable
(Applicable to Notes in definitive
form.)
(e)
Day Count Fraction:
Actual/Actual (ICMA)
(f)
Determination Date(s):
18 January in each year
14.
Floating Rate Note Provisions:
Not Applicable
(as referred to under Condition 4.2 (Interest
on Floating Rate Notes and Inflation Linked
Interest Notes))
15.
Zero Coupon Note Provisions:
Not Applicable
(as referred to under Condition 6.5(c)
Redemption and Purchase - Early
Redemption Amounts))
16.
Inflation Linked Interest Note Provisions:
Not Applicable
3

(as referred to under Condition 4.2 (Interest

on Floating Rate Notes and Inflation Linked
Interest
Notes))
PROVISIONS RELATING TO REDEMPTION
17.
Issuer Call:
Not Applicable
(as referred to under Condition 6.3
(Redemption at the option of the Issuer
(Issuer Call)))
18.
Investor Put:
Not Applicable
(as referred to under Condition 6.4
(Redemption at the option of the Noteholders
(Investor Put)))
19.
Inflation Linked Redemption Note
Not Applicable
Provisions:
20.
Final Redemption Amount:
1,000 per Calculation Amount
(as referred to under Condition 6.1
(Redemption at Maturity) and, in the case of
Inflation Linked Notes, Conditions 6.9
(Redemption of Inflation Linked Notes) and
6.10 (Calculation of Inflation Linked
Redemption))
21.
Early Redemption Amount payable on 1,000 per Calculation Amount
redemption for taxation reasons or on event
of default or pursuant to Condition 4.3
(Inflation Linked Note Provisions):
(as referred to under Condition 6.5 (Early
Redemption Amounts) and, in the case of
Inflation Linked Notes, Conditions 6.9
(Redemption of Inflation Linked Notes) and
6.10 (Calculation of Inflation Linked
Redemption))
GENERAL PROVISIONS APPLICABLE TO THE NOTES
22.
Form of Notes:

(a)
Form:
Temporary Global Note exchangeable for a
Permanent Global Note which is exchangeable for
Definitive Notes only upon an Exchange Event
(b)
New Global Note:
Yes
23.
Additional Financial Centre(s):
Not Applicable
4

(as referred to under Condition 5.5 (Payment
Day))
24.
Talons for future Coupons to be attached to No
Definitive Notes (and dates on which such
Talons mature):
(as referred to under the Introduction to the
Terms and Conditions of the Notes)

Signed on behalf of Italgas S.p.A.:
By: .....................................................
Duly authorised

5

PART 2
OTHER INFORMATION

1.
LISTING AND ADMISSION TO TRADING
(a)
Listing and Admission to trading:
Application has been made by the Issuer (or on its
behalf) for the New Notes to be admitted to trading
on Luxembourg Stock Exchange's regulated market
and listing on the Official List of the Luxembourg
Stock Exchange with effect from 30 January 2018.
The Original Notes are already admitted to trading
on Luxembourg Stock Exchange's regulated market
and listing on the Official List of the Luxembourg
Stock Exchange.
(b)
Estimate of total expenses related to 1,100
admission to trading:
2.
RATINGS

Ratings:
The New Notes to be issued have been rated:
Baa1 by Moody's Investors Service Ltd. (Moody's)
BBB+ by Fitch Italia S.p.A. (Fitch)

Each of Moody's and Fitch is established in the
European Union and is registered under Regulation
(EC) No. 1060/2009 (as amended) (the CRA
Regulation)
3.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save for any fees payable to the Managers, so far as the Issuer is aware, no person involved in the
issue of the New Notes has an interest material to the offer. The Managers and their affiliates have
engaged, and may in the future engage, in investment banking and/or commercial banking
transactions with, and may perform other services for, the Issuer and its affiliates in the ordinary
course of business.
4.
REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS, USE OF PROCEEDS AND
TOTAL EXPENSES
Use of proceeds:
General Corporate Purposes
5.
YIELD (Fixed Rate Notes only)

Indication of yield:
1.631%
6.
HISTORIC INTEREST RATE (Floating Rate Notes only)
Not Applicable
6

7.
PERFORMANCE OF INDEX/FORMULA/OTHER VARIABLE AND OTHER
INFORMATION CONCERNING UNDERLYING, EXPLANATION OF EFFECT ON
VALUE OF INVESTMENT AND ASSOCIATED RISKS
Not Applicable
8.
OPERATIONAL INFORMATION
(a)
ISIN:
The temporary ISIN Code is: XS1761714564. The
New Notes will be consolidated and form a single
Series with the Original Notes on exchange of the
Temporary Global Note for interests in the
Permanent Global Note, as referred to in paragraph
22 of Part A of this Final Terms, which is expected
to occur on or about 40 days after the Issue Date.
Upon such consolidation, the New Notes will have
the same ISIN Code as the Original Notes (being
XS1685542497).
(b)
Common Code:
The temporary Common Code is: 176171456. The
New Notes will be consolidated and form a single
Series with the Original Notes on exchange of the
Temporary Global Note for interests in the
Permanent Global Note, as referred to in paragraph
22 of Part A of this Final Terms, which is expected
to occur on or about 40 days after the Issue Date.
Upon such consolidation, the New Notes will have
the same Common Code as the Original Notes
(being 168554249).
(c)
Any clearing system(s) other than Not Applicable
Euroclear and Clearstream
Luxembourg and the relevant
identification number(s):

(d)
Names and addresses of additional Not Applicable
Paying Agent(s) (if any):
(e)
Deemed delivery of clearing system Any notice delivered to Noteholders through the
notices for the purposes of Condition clearing systems will be deemed to have been given
13 (Notices):
on the second business day after the day on which it
was given to Euroclear and Clearstream,
Luxembourg.
(f)
Intended to be held in a manner Yes. Note that the designation "yes" simply means
which would allow Eurosystem that the New Notes are intended upon issue to be
eligibility:
deposited with one of the ICSDs as common
safekeeper and does not necessarily mean that the
New Notes will be recognised as eligible collateral
for Eurosystem monetary policy and intra-day credit
operations by the Eurosystem either upon issue or at
any or all times during their life. Such recognition
7

will depend upon the ECB being satisfied that
Eurosystem eligibility criteria have been met.
9.
DISTRIBUTION
(a)
Method of distribution:
Syndicated
(b)
If syndicated, names of Managers:
BNP Paribas
Société Générale
(c)
Date of Subscription Agreement:
26 January 2018
(d)
Stabilisation Manager(s) (if any):
Not Applicable
(e)
If non-syndicated, name of relevant Not Applicable
Dealer:
Reg. S Compliance Category 2; TEFRA D
(f)
U.S. Selling Restrictions:

8