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Acquisition of Italgas and Stogit

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Acquisition of Italgas and Stogit SNAM RETE GAS HALF YEAR REPORT AT 30 JUNE 2009 / ACQUISITION OF ITALGAS AND STOGIT Acquisition of Italgas and Stogit On 30 June 2009, the acquisition of the entire share capital Gas of a consideration of € 4,509 million 1, including € of Italgas S.p.A. and Stogit S.p.A., the major players in the 2,922 million for Italgas and € 1,587 million for Stogit. The Italian natural gas distribution and storage sectors, respec- difference compared to the price agreed when signing the tively, from Eni was carried out with payment by Snam Rete acquisition contracts of € 148 million and € 63 million for (1) This consideration is subject to possible future adjustments for both acquisitions, which were not considered when determining the price given the objective difficulty in making forecasts based on the currently available information. Disclosures about the price adjustment mechanisms are given in note 21 “Guarantees, commitments and risks” to the condensed interim consolidated financial statements. 4 SNAM RETE GAS HALF YEAR REPORT AT 30 JUNE 2009 / ACQUISITION OF ITALGAS AND STOGIT Italgas and Stogit, respectively, is due to contractually pro- directors of Snam Rete Gas S.p.A. in its meeting of 23 vided-for price adjustment mechanisms which consider, March 2009 when the board resolved to execute the proxy, inter alia , the acquirees’ final net financial position, the given to it by the shareholders in their extraordinary meet- 2008 dividends distributed by Italgas and Stogit to Eni ing of 17 March 2009, to increase share capital in one or S.p.A. and the financial expense accrued from the date more instalments for a maximum of € 3,500 million, when the transaction became effective for financial pur- including the premium, by issuing ordinary shares against poses (1 January 2009) to the date of its execution (30 consideration with a nominal amount of € 1 and regular June 2009). The acquisitions were financed by means of a rights to dividends to be offered to the Snam Rete Gas share capital increase, issuing shares to be offered under shareholders in proportion to their shares. option to the Snam Rete Gas shareholders, of € 3,474 mil- In its meeting of 23 April 2009, the board of directors lion, including the share premium 2, and, for the remainder, approved the final issue conditions for the share capital by new loans disbursed by the ultimate parent Eni S.p.A.. increase. The key figures for the offering of shares are set The share capital increase was approved by the board of out below. Number of ordinay shares offered 1,614,292,394 Exchange ratio no. 11 new shares for each 12 rights Offering price per share (€) 2.15 Total amount of share capital increase (€) (*) 3,474,139,431 Number of shares composing Snam Rete Gas share capital 3,570,768,494 Snam Rete Gas share capital post offering 3,570,768,494 (*) Includes collection of the options not exercised during the offering period and auctioned on the stock exchange. During the offering period, which commenced on 27 April date of acquisition of title to the investments by Snam Rete 2009 and closed on 15 May 2009, 1,756,673,448 options Gas S.p.A., ie 30 June 2009. Given the investment structure were exercised and, therefore, 1,610,283,994 new ordinary (Snam Rete Gas, Italgas and Stogit are under the common Snam Rete Gas shares were subscribed, equal to 99.75% of control of Eni S.p.A.), the transaction falls under the the shares offered. The unexercised 4,372,800 options, that “Business combination of entities under common control ” cat- could have been used to subscribe 4,008,400 new ordinary egory, which is not covered by IFRS 3 “Business combinations ” shares, were auctioned by the company on the stock or other standards. The assets and liabilities deriving from exchange, pursuant to article 2441.3 of the Italian Civil Code consolidation of the acquirees, recognised in the consoli- during the period from 21 to 27 May 2009. All the options dated financial statements of Snam Rete Gas using the were exercised 3; therefore, 1,614,292,394 new ordinary predecessor values method 4, were recognised at the carry- shares were subscribed, equal to 100% of the shares offered. ing amounts in the interim balance sheets at 30 June 2009 approved by the acquirees’ directors. The acquisition of Effects of the acquisition on the half year report Italgas and Stogit led to the consolidation of the following The 2009 half year report includes the effects of consolidat- assets and liabilities existing at the acquisition execution ing Italgas and Stogit from the acquisition date, ie, from the date. (2) Includes collection of the options not exercised during the offering period and auctioned on the stock exchange. (3) On 23 April 2009, Mediobanca, Morgan Stanley and UBS Investment Bank, as global coordinators and joint bookrunners, BNP PARIBAS, Credit Suisse, Merril Lynch International and Unicredit Group (HVP), as co-bookrunners, agreed to subscribe the share capital increase for which the options had not been taken up at the close of the stock exchange auction. (4) The predecessor values method entails recognition of amounts equal to those that would have been obtained had the acquired assets and liabilities assumed always been included in the purchaser’s financial statements. 5 SNAM RETE GAS HALF YEAR REPORT AT 30 JUNE 2009 / ACQUISITION OF ITALGAS AND STOGIT (€m) Italgas Group Stogit Total amount Cash and cash equivalents 38 38 Trade and other receivables 200 45 245 Inventories 21 346 367 Current tax assets 1 1 Other current tax assets 2 2 Property, plant and equipment 3,524 1,287 4,811 Compulsory inventories 411 411 Intangible assets 42 658 700 Equity-accounted investments 280 280 Other investments 2 2 Other assets 10 10 Assets held for sale 37 37 Assets acquired 4,157 2,747 6,904 Short-term financial liabilities (614) (261) (875) Trade and other payables (351) (210) (561) Current tax liabilities (7) (1) (8) Other current tax liabilities (8) (1) (9) Long-term financial liabilities (*) (537) (807) (1,344) Provisions for risks and charges (99) (444) (543) Provisions for employee benefits (74) (4) (78) Deferred tax liabilities (449) (69) (518) Other liabilities (1) (27) (28) Liabilities directly associated with assets held for sale (12) (12) Liabilities acquired (2,152) (1,824) (3,976) EQUITY 2,005 923 2,928 - attributable to owners of the parent 2,004 923 2,927 - attributable to non-controlling interests 1 1 (*) Including current amounts. The difference between the acquisition cost (€ 4,512 mil- effects of consolidation of Italgas and Stogit, which will be lion, including transaction costs) and the carrying amount seen from 1 July 2009. The profit for the six months record- of equity of the acquirees at 30 June 2009 (€ 2,928 million) ed by Italgas group and Stogit of € 126 million and € 69 mil- led to a € 1,584 million decrease in consolidated equity. lion, respectively, is included in the related equities at the The results for the first half of 2009 do not include the acquisition date. 6.
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