Snam Issues €500 Million Green Convertible Bonds and Launches 2028 Bond Buyback

Snam has announced the launch of two transactions: the placement of green bonds for a total amount of €500 million, maturing in 2031 and convertible into existing ordinary shares of Italgas, and the invitation to sell the issuer’s 3.25% €500m EU Taxonomy-aligned Transition Bonds currently outstanding and maturing in 2028.

Snam’s green bond placement

The bonds will be issued at a par value of €100,000 and are expected to pay a fixed-rate annual coupon ranging between 1.50% and 2.00%, payable semi-annually in arrears on January 14th and July 14th of each year, with the first coupon payment scheduled for July 14th, 2026. Snam’s bonds will have a term of five years and will be redeemed at their par value at maturity, subject to the issuer’s option to redeem in shares and, if necessary, an additional amount in cash.

The initial conversion price, used to calculate the exchange property underlying the notes, will incorporate an estimated premium of between 22.5% and 27.5% applied to the reference price, which will be determined as the arithmetic mean of the weighted average prices of the shares during the Averaging Period, the averaging period between January 7 and 9, 2026.

The issuer will use the proceeds from the placement of the bonds to finance, partially or totally, existing and/or future Eligible Projects .

Investors in Snam will be entitled to convert the notes into a pro-rata amount of the exchange property, subject to adjustment in certain circumstances, at any time during the conversion period from the issuance date until the end of the thirtieth Milan business day prior to the maturity date.

Following delivery of an exchange notice by an investor, the issuer may elect to pay a cash alternative amount in lieu of partial or full delivery of the pro-rata portion of the exchange property. The issuer may exercise this right to pay such cash alternative amount by notifying the interested investor.

Under certain circumstances, Snam will be entitled to redeem the bonds before their maturity date. Among other circumstances, the issuer may redeem the bonds approximately three years after the issuance date if the value of the pro rata portion of the exchange property exceeds 130% of the bonds’ face value.

The bonds will be offered exclusively to qualified investors who are not residents or located in the United States, Australia, Canada, South Africa, and Japan. The bond placement will be conducted through an accelerated bookbuilding process.

The offer and sale of the Notes will be conditioned upon expressions of interest received from eligible holders in the Reverse Bookbuilding for the repurchase of an amount representing at least 60% of the principal amount of the 2028 Notes initially issued, subject to the issuer’s right to waive this condition to the offer at its sole discretion.

The final results of the bond placement will be determined once the bookbuilding process is complete. Settlement of the bonds is expected on January 14, 2026. Applications for admission of the bonds to trading on a regulated or non-regulated market or on an internationally recognized multilateral trading facility will be made no later than 90 days after the issuance date.

The Issuer will, in accordance with market practice, enter into lock-up commitments in relation to the Shares for a period of 90 days from the date of issue, subject to certain exceptions in accordance with market practice or alternatively upon waiver by the Joint Global Coordinators and Joint Bookrunners (as defined below).

Snam’s 2028 Bond Buyback

In conjunction with the placement, the Joint Dealer Managers are assisting Snam in conducting a reverse bookbuilding process to collect expressions of interest to determine whether eligible holders are interested in selling some or all of their 2028 Notes in the buyback.

As of the buyback date, €499.8 million of the 2028 Notes are outstanding, and the issuer intends to buy back up to the full outstanding aggregate principal amount of the 2028 Notes pursuant to the buyback, subject to Snam’s right to purchase an aggregate principal amount of the 2028 Notes that is less than the maximum amount that can be bought back or not to proceed with the buyback of the 2028 Notes.

The reverse bookbuilding is intended for holders of the 2028 Notes who are eligible in their respective jurisdictions, specifically holders who are not persons domiciled or resident in the United States, or persons acting on behalf or for the benefit of such persons, who intend to sell their 2028 Notes to the issuer. Eligible holders wishing to participate in the repurchase and/or submit their interest may do so only in compliance with all applicable laws and regulations.

The repurchase price for each €100,000 of principal amount of the 2028 bond will be set between €176,550 and €176,800, before any adjustment in line with the change in share price during the Averaging Period. Furthermore, Snam will pay accrued interest on the 2028 bonds until the settlement date of the repurchase. The Averaging Period will be the period between January 7th, 2026, and January 9th, 2026.

Results of the placement and buyback

The announcement regarding the annual coupon and conversion premium for the notes and the aggregate principal amount of the 2028 notes to be repurchased in the repurchase is expected.

The reference price for the notes and the repurchase, along with the number of shares initially included in the exchange ownership of the notes and the implied conversion price per share, will be announced as soon as they become available following this determination at the end of the Averaging Period. Settlement of the repurchase is expected to occur on January 14th, 2026.

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