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Allen & Overy advises on the first systemic retail public offering in Italy of sustainability-linked bond by Eni

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Tommasi Cristiano
Cristiano Tommasi

Partner

Rome

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Emiliano La Sala

Counsel

Milan

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Alessandro Negri

Associate

Rome

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Elia Ferdinando Clarizia

Counsel

Milan

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13 January 2023

Eni S.p.A. has announced the launch of the offer of sustainability-linked bond destined for the Italian retail market. Allen & Overy has advised the Lead Managers (Responsabili del Collocamento) Intesa Sanpaolo S.p.A. and UniCredit that coordinated and directed the placement and guarantee syndicate of banks (consorzio di collocamento e garanzia) in the transaction. The Bond will have 5-year maturity starting from February 10, 2023 for a maximum aggregate amount of EUR1 billion. This amount may be increased up to EUR2bn in case of excess of demand.

This is the first systemic retail offer of sustainability-linked bonds and the first systemic offer of bonds in the context of a Standalone Prospectus since 2012.

The Bond will pay investors, annually in arrears, a fixed gross annual nominal interest rate, which will be determined and communicated within 5 working days following the end of the offer period. Such annual interest rate will not be lower than the minimum rate, set at 4.30%.

As described in the Prospectus, the last coupon payable on February 10, 2028 will be linked to the achievement of the following sustainability targets of Eni:

  • reduction of net greenhouse gas emissions (Scope 1 and Scope 2) associated with Upstream business activities. Specifically, the target is to reduce the Net Carbon Footprint Upstream (Scope 1 and 2) indicator to a value equal to or lower than 5.2 MtCO2eq as of December 31, 2025 (-65% compared to the 2018 baseline); and
  • increase of the renewable installed capacity up to a value equal to or greater than 5 GW as of December 31, 2025.

The gross annual nominal interest rate will remain unchanged to maturity subject to achievement by Eni of the targets indicated above. If one of the two targets is not achieved, the interest rate related to the coupon payable at maturity (February 10, 2028) will be increased by 0.50%, as described in the Prospectus.

The bond has been admitted to listing on MOT, Mercato Telematico delle Obbligazioni organized and managed by Borsa Italiana.

The A&O team was led by counsel, Head of Domestic Debt Capital Markets and Fintech group coordinator Emiliano La Sala with the supervision and coordination of Cristiano Tommasi, partner and co-head of the International Capital Markets department and the support of associate Alessandro Negri together with trainees Marco Mazzurco and Paolo Martellone. Counsel Elia Ferdinando Clarizia and associate Lino Ziliotti advised on the tax aspects.