TERNA Board authorized the issuance of euro denominated, non-convertible, subordinated, hybrid, perpetual securities for up to EUR 1.25 billion

TERNA Board authorized the issuance of euro denominated, non-convertible, subordinated, hybrid, perpetual securities for up to EUR 1.25 billion

(PRESS RELEASE) ROME, 18-Jan-2022 — /EuropaWire/ — Terna S.p.A. (BIT: TRN), the first grid operator for electricity transmission in Europe, has announced the authorization by its Board of Directors of the issuance of euro denominated, non-convertible, subordinated, hybrid, perpetual securities for up to EUR 1.25 billion by June 30th 2022. The Securities will be placed exclusively with qualified investors (investitori qualificati), as defined pursuant to Article 34-ter of CONSOB Regulation No. 11971 of 14 May 1999 or Article 2 of the Regulation (EU) 2017/1129, through public offerings or private placements.

The Board of Directors also delegated to the Chief Executive Officer the task of deciding on the potential issuance of Securities and their respective characteristics and, therefore, of establishing for each issue, taking into account the evolution of market conditions, the timing, amount, the price, interest rate and further terms and conditions, as well as the placement methods.

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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 Securities issued by the Company. 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 Securities 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 Securities in the United States of America, Japan, Australia or Canada and shall not be distributed, directly or indirectly, in such jurisdictions. The Securities have not been and will not be registered under the United States Securities Act of 1933, as subsequently amended (the “Securities Act”), and may not be offered or sold in the United States of America without a registration or a specific exemption from registration under the Securities Act. 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. The documentation relating to the issuance of the Securities is not and will not be submitted to CONSOB (the Italian Securities Exchange Commission) pursuant to the applicable laws. Therefore, the Securities 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”), 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”), as amended, 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.

Media contact:

Ph. +39 06 83139081
Fax +39 06 83138372
e-mail: ufficio.stampa@terna.it

Investor contact:

Ph. +39 06 83139081
Fax +39 06 83138372
e-mail: investor.relations@terna.it

SOURCE: TERNA S.p.A.

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