Bondholders approve amendments to the Terms and Conditions of the Bond issued in 2016

The amendments are intended, inter alia, to provide the Company with a more flexible financial structure and to increase investments in development and growth

07 marzo 2019

In continuity with the resolution passed by the Company's Board of Directors, the Bondholders' Meeting of Estra S.p.A. approved today some amendments to the Terms and Conditions of the bond “ “E.S.TR.A. S.p.A. €80,000,000, 2.45 per cent. Guaranteed Notes due 2023 (private placement)” issued on 28 November 2016 and listed on the regulated market of the Dublin Stock Exchange.

The amendments regarded the definitions of “Partial RAB Event ” and “Full RAB Event” with the aim of raising the parameters based on the Net Financial Debt - Aggregated Regulatory Asset Base ratio, which when they are exceeded entitle the bondholders to request an early reimbursement of the Bond, either in its entirety or in part, pursuant to conditions 7 c) and 7 d) of the Terms and Conditions of the Bond.

Following these amendments, the clause places a limit, with effect for the entire term of the bond, on the Group's net financial debt ("Net Financial Debt"), as a percentage of the net capital invested in the Group's natural gas distribution and metering business, as determined and/or approved by the competent regulatory authority on the basis of the criteria, formulae and calculation methods established by the said authority from time to time in implementation of Article 14 of Legislative Decree No. 164 of 23 May 2000, as amended and extended (the "Aggregated Regulatory Asset Base").

The amendments in question aim at increasing the flexibility of the Company’s financial structure and enabling greater investments in its development and growth, as well as at strengthening its capital and financial position.

As part of a strategic liability management transaction, on 2 March 2018 Estra had finalised the partial buy-back of the Bond for a total nominal value of €30 million. Following this transaction, Estra’s Board of Directors passed a resolution on 17 December 2018 approving the subsequent cancellation of the bought-back bonds.

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