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Allen & Overy advises Eni on the first sustainability-linked convertible bond in its sector

Allen & Overy advised Eni on the placement of the first sustainability-linked convertible bond in its sector for a total nominal value of EUR1 billion, intended for qualified investors. The bonds will be convertible into Eni existing ordinary shares bought under the share buyback programme approved by the Shareholders’ Meeting held on 10 May 2023.

The bonds have a minimum denomination of EUR100,000 each, a seven-years’ maturity (14 September 2030) and will pay an annual coupon of 2.95%. The conversion price will be EUR17.5513, representing a premium of 20% above the reference price of EUR14.6261, which has been determined as the volume weighted average price of Eni ordinary shares on the regulated market of Borsa Italiana between the opening of trading and the pricing of the offering.

The issuance will be linked to the achievement of Eni’s sustainability targets by 31 December 2025:

  • Net Carbon Footprint Upstream (Scope 1 and 2) equal to or lower than 5.2 MtonCO2eq (-65% vs 2018 baseline); and
  • Renewable Installed Capacity equal to or greater than 5 GW.

If one or both targets indicated above are not achieved, Eni shall pay an amount equal to 0.50% of the principal amount of the Bonds on the fourth interest payment date (14 September 2027), as detailed in the relevant terms and conditions.

Allen & Overy’s team was led by partners Cristiano Tommasi and Craig Byrne, heads of the Italian International Capital Markets practice, supported by senior associate Sarah Capella and associate Alessandro Negri. Elia Ferdinando Clarizia, Tax counsel, assisted on the tax aspects of the deal.