Price sensitive press releases

Significant interest by institutional investors in financial strategy centred around sustainability goals

Issue was 7 times oversubscribed

Not for release, publication or distribution, directly or indirectly, in the United States of America (or for the account or benefit of "U.S. persons" as defined in Regulation S under the U.S. Securities Act of 1933), Canada, Australia or Japan or in any other jurisdiction where to do so would be unlawful

Acea SpA (the “Company”) announces that, pursuant to the Board of Directors’ resolution of 16 December 2020 and following the completion of the bookbuilding process, it has today successfully completed the placement of the Company’s first Green Bond issue. The Bonds, amounting to a total of €900m and issued in two tranches, are issued under the recently published Green Financing Framework and form part of the €4 bn Euro Medium Term Notes (EMTN) programme (the “Bonds”). The Bonds were issued under the Base Prospectus updated on 24 July 2020 and subsequently supplemented on 15 January 2021. The first tranche of €300m and a coupon of 0% will mature on 28 September 2025 (the “Bonds 2025”), whilst the second tranche of €600m and a coupon of 0.25% will mature on 28 July 2030 (the “Bonds 2030”).

The placement attracted a significant interest from institutional investors worldwide, in particular from green and sustainable investors, with the offer oversubscribed over than 7 times.

The proceeds from the issuance will be used to finance the sustainability projects included in the 2020-2024 Business Plan. These include projects relating to the protection of water resources, the resilience of the electricity distribution system, energy efficiency, e-mobility, development of the circular economy and increased production of renewable energy.

The Bonds are for sale exclusively to Euromarket institutional investors.

The Bonds have a minimum denomination of €100,000. The Bonds due 2025 were placed at an issue price of 100.177%, implying a negative yield of -0.038%, the only case in Italy for a corporate issuer, whilst the Bonds due 2030 were placed at an issue price of 98.292%, implying a yield of 0.434%. The Bonds are governed by English law. The settlement date is 28 January 2021. As of that date, the Bonds will be listed on the Luxembourg Stock Exchange’s regulated market, where the relevant prospectus EMTN has been filed.

The issue is in line with the financial strategy set out in Acea’s 2020-2024 Business Plan and confirms the “structurally sustainable” nature of the Group.

Credit Agricole CIB and UniCredit were the Company’s Green Structuring Advisors for preparation of the Green Financing Framework, whilst ISS ESG issued the Second Party Opinion.

The offering was managed by Barclays, BBVA, BNP Paribas, Credit Agricole CIB, Citi, Credit Suisse, IMI-Intesa Sanpaolo, MPS Capital Services, Natixis, Société Générale and UniCredit acting as Joint Bookrunners.

Acea was advised by White & Case and by Foglia & Partners, whilst the Joint Bookrunners were advised by Clifford Chance.

Fitch Ratings and Moody’s Investors Service are expected to assign the Bonds ratings of BBB+ and Baa2, respectively.

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This press release does not constitute an offer to sell bonds in the United States of America. The securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or under any other securities laws of any state of the United States of America or in Australia, Canada or Japan, or in any other jurisdiction in which such offer or solicitation is subject to the approval of the local authorities or would, in any event, be unlawful.

The securities may not be offered or sold in the United States of America to, or on behalf of or for the benefit of a U.S. person (a “U.S. person”, as defined in Regulation S of the Securities Act), unless they are registered under the Securities Act or an exemption under the Securities Act is available.

In Member States of the European Economic Area (the “EEA”), this release is only intended for and may only be addressed to persons classified as “qualified investors” (the "Qualified Investors") pursuant to article 2(e) of Regulation (EU) 2017/1129.

This release does not constitute an offer to sell or a solicitation to purchase financial instruments. No action has been or will be taken to allow a public offering of the bonds in any jurisdiction, including Italy. This release (and the information contained herein) may not be published or distributed, directly or indirectly, in the United States of America, or in Australia, Canada or Japan, or in any other country in which such publication or distribution would be subject to the approval of the local authorities or would, in any event, be unlawful.

MiFID II professionals/ECPs-only / No PRIIPs KID – Manufacturer target market (MIFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) pursuant to Regulation (EU) 1286/2014 (the “PRIIPS Regulation”) has been prepared as the offer is not addressed to retail investors.