Saipem: Final results of the share capital increase

San Donato Milanese (Italy), 19 February 2016 – Saipem S.p.A. (“Saipem” or the “Company”), announces that the rights offering of No. 9,668,363,496 newly issued Saipem ordinary shares (the “Shares”) has been completed. 

During the offering period, started on 25 January 2016 and ended on 11 February 2016 included (the “Offering Period”), No. 385,871,894 rights were exercised for the subscription of No. 8,489,181,668 Shares, equal to 87.8% of the total offered Shares, for a total amount equal to around Euro 3.073 billion. 

Pursuant to Article 2441, paragraph 3, of the Italian civil code, Saipem offered on the Milan Stock Exchange (the “Offer to the Market”) No. 53,599,174 rights not exercised during the Offering Period (the “Unexercised Rights”); all the Unexercised Rights were sold by the second trading session of the Offer to the Market.

 
Following the Offer to the Market, and considering the Shares already subscribed during the Offering Period, a total of No. 8,489,181,690 shares, equal to 87.8% of the newly issued ordinary Shares, have been subscribed, for a total amount of around Euro 3.073 billion. 

Pursuant to the underwriting agreement executed on 21 January 2016, Goldman Sachs International, J.P. Morgan, in their role as Joint Global Coordinator and Joint Bookrunner, Banca IMI, Citigroup, Deutsche Bank AG, London Branch, Mediobanca, UniCredit, in their role as Joint Bookrunner and HSBC Bank plc, BNP Paribas, ABN AMRO Bank N.V. and DNB Markets in their role as Co-Lead Managers (together, the “Underwriters”) will subscribe the remaining No. 1,179,181,806 Shares, for a total amount of around Euro 427 million.  

Following the subscription by the Underwriters, the share capital increase will be subscribed for a total amount of Euro 3,499,947,586 (of which Euro 1,749,973,793 booked into share capital and Euro 1,749,973,793 booked as share premium). Saipem’s new share capital will amount to Euro 2,191,384,693, represented by No. 10,109,665,070  ordinary shares and No. 109,326 savings shares, with no par value. The relevant certification required pursuant to Article 2444 of the Italian Civil Code will be filed with the Companies’ Register of Milan within the term provided by law. 

Important Regulatory Notice  
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities referred to in this document, in any jurisdiction, including the United States, in which such offer, solicitation or sale is not permitted.  

The securities have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from the registration requirements of the Securities Act. The Company does not intend to register any portion of the offering of securities in the United States or to conduct a public offering in the United States.  

This press release has been prepared on the basis that any offer of securities in any Member State of the European Economic Area (“EEA”) which has implemented the Prospectus Directive 2003/711/EC (each, a “Relevant Member State”), other than Italy, will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of securities. Accordingly any person making or intending to make any offer in that Relevant Member State of securities which are the subject of the offering mentioned in this announcement may only do so in circumstances in which no obligation arises for the Company or any of the managers to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Company nor the managers have authorized, nor do they authorize, the making of any offer of securities in circumstances in which an obligation arises for the Company or any manager to publish or supplement a prospectus for such offer.  

This press release is being distributed only to and is directed only at (a) persons outside the United Kingdom, (b) persons who have professional experience in matters relating to investments, i.e., investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the"Order"), and (c) high net worth companies, unincorporated associations and other bodies to whom it may otherwise lawfully be communicated in accordance with Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The securities are available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be available only to or will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this communication or any of its contents.  

The offering into Italy of the securities mentioned in this press release will be made exclusively on the basis of the prospectus to be approved by the National Commission for Companies and the Stock Exchange (CONSOB) and to be published in accordance with the law.  

Each of Goldman Sachs International, J.P. Morgan Securities plc, Banca IMI S.p.A., Citigroup Global Markets Limited, Deutsche Bank AG, London Branch, Mediobanca – Banca di Credito Finanziario S.p.A. and UniCredit Corporate & Investment Banking are acting on behalf of Saipem S.p.A. and no one else in connection with the rights issue and will not be responsible to any other person for providing the protections afforded to their clients of or for providing advice in relation to the rights issue or any other matter or arrangement referred to in this announcement. None of Goldman Sachs International, J.P. Morgan Securities plc, Banca IMI S.p.A., Citigroup Global Markets Limited, Deutsche Bank AG, London Branch, Mediobanca – Banca di Credito Finanziario S.p.A. and UniCredit Corporate & Investment Banking nor any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to Saipem S.p.A., its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. 

Goldman Sachs International is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom.

Saipem is one of the world leaders in drilling services, as well as in the engineering, procurement, construction and installation of pipelines and complex projects, onshore and offshore, in the oil & gas market. The company has distinctive competences in operations in harsh environments, remote areas and deepwater. Saipem provides a full range of services with “EPC” and “EPCI” contracts (on a “turn-key” basis) and has distinctive capabilities and unique assets with a high technological content. 
 
Website: www.saipem.com
Switchboard: +39 0244231 

Media relations
Tel: +39 0244234088;
E-mail: media.relations@saipem.com 

iCorporate press office
Tel: +39 024678752; Mobile: +39 3669134595;
E-mail: saipem@icorporate.it 

Relations with institutional investors and financial analysts
Tel: +39 0244234653; Fax: +39 0244254295;
E-mail: investor.relations@saipem.com 

Contact point for retail investors  
E-mail: segreteria.societaria@saipem.com