Eni has executed a sale and purchase agreement, pursuant to which it will sell a stake in Saipem consisting of n. 55,176,364 ordinary shares, representing approximately 12.5% plus one share of the company share capital (Transferred Stake) to Fondo Strategico Italiano (FSI).
At the same time, Eni and FSI have entered into a shareholders’ agreement which will take effect on the date of transfer of the Transferred Stake and will define the term of engagement governing the relations between parties as shareholders of Saipem.
Furthermore, following a review of the proposed increase in share capital, Eni received approval of the capital increase by the Board of Directors of Saipem, reaffirmed its full support to the company business plan and committed to subscribing pro-rata to the new share issue, as described hereinafter.
In addition, Eni acknowledged the interest and intention of Saipem to achieve financial independence and entered into an agreement with Saipem aimed at stipulating, among other things, the full repayment of the debt of Saipem Group’s vis-à-vis the Eni Group.
Eni’s CEO, Claudio Descalzi, said: “The transaction announced today marks a significant step in Eni’s transformation strategy. It enables us to focus on our core activities and to enhance our financial flexibility. The additional financial resources will be used to develop the very significant oil and gas reserves we have discovered over the past few years and to strengthen our balance sheet in line with our targets. By subscribing in full to the rights issue, we also reaffirm our belief in Saipem’s strategy potential; this transaction represents a significant step for the company that will provide it with the optimum conditions to successfully execute its new strategic plan.”
Pursuant to the sale and purchase agreement, FSI will pay a price per Saipem share equal to the arithmetic average of official prices of Saipem ordinary shares recorded in proximity of the execution date of the relevant agreements. This price, whose final amount will be disclosed to the market, will not, in any case, exceed the maximum and minimum values respectively equal to € 8.8300 per share (maximum price) and to € 7.4000 per share (minimum price).
The sale and purchase agreement will be terminated in the event that the capital increase is not settled by May 31, 2016 and if the outstanding debt of Saipem to the Eni is not repaid in full by June 30, 2016.