CDP: 40.9% stake in CDP Reti transferred to State Grid and Italian institutional investors

Rome, 27 November 2014 - Cassa depositi e prestiti Spa (CDP) announces today’s transfer to State Grid Europe Limited (SGEL), a company owned by State Grid Corporation of China, and to a group of Italian institutional investors of a 40.9% stake of CDP RETI, a CDP subsidiary that holds 30% of SNAM Spa and 29.851% of TERNA Spa.

In particular:

• SGEL has acquired a 35% stake for a total of 2,101 million euros;
• Cassa Nazionale di Previdenza e Assistenza Forense and 33 Banking Foundations have acquired a stake respectively totaling 2.6% and 3.3%, for a total of 313.5 million euros, of which 140 million euros from Cassa Forense and 173.5 million euros from the Foundations. The size of the stake in CDP RETI to be sold to the Italian institutional investors was determined on the basis of the three-month average price of SNAM and TERNA shares as posted on the fifth trading day prior to the closing.

The transactions were completed after obtaining the government and antitrust approval.

CDP and SGEL and its parent company, State Grid International Development Limited, today also signed an agreement that grants SGEL corporate governance rights to protect its investment in the company.

Cassa Nazionale di Previdenza e Assistenza Forense and 33 Banking Foundations have no governance rights but only exit rights.

In the implementation of the agreement, CDP RETI shareholders meeting today appointed the company board of directors – composed of Franco Bassanini (Chairman), Giovanni Gorno Tempini and Ludovica Rizzotti (nominated by CDP) and Mr Jun Yu and Mr He Yunpeng (nominated by SGEL) – and integrated the Board of Statutory Auditors, now composed of Guglielmo Marengo (Chairman), Francesca Di Donato (both nominated by CDP) and of Paolo Sebastiani, nominated by SGEL, as permanent auditors, and of Maria Sardelli (nominated by CDP) and Ugo Tribulato (nominated by SGEL), as alternate auditors. Furthermore, SGEL will be entitled to designate a board member respectively to the board of directors of both SNAM and TERNA.