Eni placed an offer for sustainability-linked senior unsecured convertible bonds with a seven-year maturity.

The bonds, which are expected to have an aggregate nominal amount of approximately EUR 1 billion, will be convertible into Eni existing ordinary shares listed on Euronext Milan (Borsa Italiana) bought under its share buyback program as approved by the shareholders.

The conversion price will be set at pricing and is expected to be between 20% and 25% above the reference price. Reference price will be determined as the volume weighted average price of Eni ordinary shares on the regulated market of Borsa Italiana between Sept. 7’s opening of trading and the pricing of the offering on the same day.

The bonds are expected to pay an annual coupon ranging between 2.625% and 3.125%.

The bonds will be linked to the achievement of a net carbon footprint upstream equal to or lower than 5.2 metric tons of CO2e and a renewable installed capacity equal to or greater than 5 gigawatts. If one or both of these targets are not reached by Dec. 31, 2025, Eni will pay an amount equal to 0.50% of the principal amount of the bonds on Sept. 14, 2027.

The bonds will be issued at 100% of their nominal amount and redeemed at par maturity.

Bondholders will have certain conversion and redemption rights upon occurrence of specific circumstances, and Eni is entitled to customary calls for early redemption of the bonds in accordance with market practice, as specified in the relevant terms and conditions.

Application will be made for the bonds to be admitted to trading on a customary trading venue within 90 days following the issue date. 

Barclays, Goldman Sachs International and J.P. Morgan are acting as structuring banks, and together with BofA Securities Europe SA, Citigroup, Deutsche Bank and Morgan Stanley as joint bookrunners.