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(AGENPARL) – lun 17 luglio 2023 TERNA: SUCCESSFUL LAUNCH OF A 10-YEAR
NEW GREEN BOND ISSUE FOR € 650 MILLION
The issuance has been very successful in the market with an orderbook at peak of approximately
four times the offered amount. The green bond will have a duration of 10 years and will pay a
coupon of 3.875%
Rome, 17 July 2023 – Terna S.p.A. (“Terna” or “Company”) today successfully launched a fixed rate,
single tranche, green bond addressed to institutional investors for a nominal amount of € 650 million.
The green bond issuance, which received a great market response with demand outstripping supply
by almost four times the offered amount, is characterized by high quality and broadly geographically
diversified investors. It was made in the framework of its € 9,000,000,000 Euro Medium Term Notes
(EMTN) Programme, which has been rated “BBB+” by Standard and Poor’s, “(P)Baa2” by Moody’s.
The green bond has a duration of 10 years and maturity date falling on 24 July 2033, will pay an
annual coupon of 3.875% per annum and will be issued at a price of 99.107%, with a spread of 90
basis points over the midswap. The final cost of the issuance for Terna will be significantly lower
than the issue cost, thanks to the previous subscription of interest rate hedges at lower values
compared to current market conditions.
The settlement date for the issue is scheduled for 24 July 2023.
It is expected that the net proceeds from the issue will be used to finance the Company’s “eligible
green projects”, defined or to be defined in compliance with the Terna’s Green Bond Framework,
which is aligned to the “Green Bond Principles 2021” published by the International Capital Market
Association (ICMA) and to the EU Taxonomy, aimed at facilitating sustainable investments.
An application will be made for the green bond – at the time of the issue – to be listed on the
Luxembourg Stock Exchange.
The strategy of the Group led by Giuseppina Di Foggia confirms its focus on combining sustainability
and growth in order to promote the current energy transition and generate greater benefits for Italy
and all its stakeholders. In this regard, Terna has drawn up and published a Green Bond Framework
aimed at facilitating transparency and quality of the green bonds issued. The Framework and the
second party opinion, prepared by the independent advisor Vigeo Eiris (currently Moody’s), are
available to the public on the Company’s website (www.terna.it).
The green bond issuance was placed by a syndicate of banks formed by BofA Securities, BNP
Paribas, Deutsche Bank, IMI-Intesa Sanpaolo, Mediobanca, Santander, Société Générale,
UniCredit, acting as joint-bookrunners.
This press release (the “Press Release”) (including the information contained herein) does not constitute or is
part of an offering or an invitation to purchase the Notes issued by the Company. Furthermore, this Press
Release does not constitute a recommendation by the Company or any other party to sell or buy the Notes,
neither a prospectus or other offering document. No action has been taken or will be taken by the Company
that would permit an offering to sell or an invitation to purchase the Notes in any jurisdiction where actions for
such purposes are required. It is forbidden to distribute this Press Release in any jurisdiction where actions for
such purpose are required. Persons into whose possession this Press Release comes are required to inform
themselves about and to observe any such restrictions. In particular, this Press Release (including the
information contained herein) does not constitute or is part of an offering of the Notes in the United States of
America, Japan, Australia or Canada and any other jurisdiction where the extension, dissemination or
availability of the transaction (and any other transaction contemplated thereby) would breach any applicable
law or regulation or require registration of such Securities in the relevant jurisdiction (the “Restricted
Jurisdictions”). This Press Release shall not be distributed, directly or indirectly, in such Restricted
Jurisdictions. The Notes have not been and will not be registered under the United States Securities Act of
1933, as subsequently amended (the “Securities Act”), nor under any law applicable to financial instruments
of the United States of America or any other Restricted Jurisdiction and may not be offered or sold neither in
the United States of America without a registration or a specific exemption from registration under the
Securities Act nor in a Restricted Jurisdiction. The distribution of this Press Release may be restricted by
regulatory provisions. Individuals in jurisdictions where this release is distributed, published or circulated
should inform themselves of and comply with such restrictions. In the United Kingdom this Press Release is
directed only to: (i) persons who have professional experience in matters relating to investments falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended
(the “Order”), and qualified investors under Article 49(2) from (a) to (d) of the Order, and (ii) to whom this Press
Release may otherwise be lawfully communicated (together being referred to as “Relevant Persons”). This
Press Release must not be acted or relied upon by persons who are not Relevant Persons. Any investment or
investment activity, to which this Press Release relates, is considered in the exclusive interest of and only
addressed to the Relevant Persons and will be undertaken only with Relevant Persons. Any person who is not
a Relevant Person should not act on or rely on this release. The documentation relating to the issuance of the
Notes is not and will not be approved by CONSOB (the Italian Securities Exchange Commission) pursuant to
the applicable laws. Therefore, the Notes may not be offered, sold or distributed to the public in the territory of
the Republic of Italy, other than to qualified investors, as defined by Article 2(1)(e) of the Regulation (EU)
2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “Prospectus Regulation”) and
any applicable legal or regulatory provision or in other circumstances in which an exemption from the obligation
to publish a prospectus is applied, by Article 35(1)(d) of CONSOB Regulation No. 20307 of 15 February 2018,
pursuant to Article 100 of Legislative Decree No. 58 of 24 February 1998 (the “Consolidated Finance Act”),
and pursuant to Article 34-ter of CONSOB Regulation No. 11971 of 14 May 1999 (the “Issuers Regulation”),
as amended from time to time, or in the other circumstances set forth under Article 100 of the Consolidated
Finance Act or the Issuers’ Regulation or the Prospectus Regulation, in any case in compliance with laws and
regulations or requirements imposed by CONSOB or other Italian Authority.