Eni: shareholding and governance restructuring of Plenitude completed

Eni: shareholding and governance restructuring of Plenitude completed
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Milan, Oct. 1 (LaPresse) – Eni announces that, together with current shareholders Ares Management Alternative Credit funds and Energy Infrastructure Partners (EIP), it has completed the restructuring of Plenitude’s shareholding structure. “The transaction – Eni said in a statement – was carried out through a non-proportional capital increase of 1.56 billion euros, subscribed by Ares for 1.08 billion euros and by Eni for 0.48 billion euros, and recognizes a 100% pre-money Equity Value for Plenitude of 10.75 billion euros (approximately 13.1 billion euros in terms of Enterprise Value). Following completion of the transaction, Plenitude’s share capital is now held by Eni (65.03%), Ares (26.24%) and EIP (8.73%). The new governance structure agreed as a result of the transaction gives Eni and Ares joint control of Plenitude, resulting in the company’s deconsolidation from Eni’s consolidated financial statements.” Plenitude’s new Board of Directors will consist of nine members, five of whom will be appointed by Eni (including the Chief Executive Officer), three by Ares (including the Chairman) and one by EIP; the new agreements also provide for qualified majorities (the favorable vote of at least one Ares director) for certain relevant matters, including the approval of the budget and business plans. “Eni, which retains legal control over Plenitude, will continue to exercise management and coordination activities pursuant to Article 2497 of the Civil Code, compatible with joint control and in accordance with the agreements between shareholders. The transaction further strengthens Plenitude’s capital structure and is consistent with Eni’s strategy of enhancing the value of its satellite companies. It also makes it possible to allocate additional resources to support the growth of Eni’s businesses, energy security and the creation of long-term value for shareholders.

Milan, Oct. 1 (LaPresse) – Eni announces that, together with current shareholders Ares Management Alternative Credit funds and Energy Infrastructure Partners (EIP), it has completed the restructuring of Plenitude’s shareholding structure. “The transaction – Eni said in a statement – was carried out through a non-proportional capital increase of 1.56 billion euros, subscribed by Ares for 1.08 billion euros and by Eni for 0.48 billion euros, and recognizes a 100% pre-money Equity Value for Plenitude of 10.75 billion euros (approximately 13.1 billion euros in terms of Enterprise Value). Following completion of the transaction, Plenitude’s share capital is now held by Eni (65.03%), Ares (26.24%) and EIP (8.73%). The new governance structure agreed as a result of the transaction gives Eni and Ares joint control of Plenitude, resulting in the company’s deconsolidation from Eni’s consolidated financial statements.” Plenitude’s new Board of Directors will consist of nine members, five of whom will be appointed by Eni (including the Chief Executive Officer), three by Ares (including the Chairman) and one by EIP; the new agreements also provide for qualified majorities (the favorable vote of at least one Ares director) for certain relevant matters, including the approval of the budget and business plans. “Eni, which retains legal control over Plenitude, will continue to exercise management and coordination activities pursuant to Article 2497 of the Civil Code, compatible with joint control and in accordance with the agreements between shareholders. The transaction further strengthens Plenitude’s capital structure and is consistent with Eni’s strategy of enhancing the value of its satellite companies. It also makes it possible to allocate additional resources to support the growth of Eni’s businesses, energy security and the creation of long-term value for shareholders.

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