In May 2008, Eni signed an agreement to acquire from Suez-Tractebel, subject to the satisfaction of certain conditions precedent, its 57.243% interest in Distrigas, in which Publigas holds a 31.25% interest. Simultaneous with the signing of the shareholders’ agreement, Publigas has waived its pre-emption right in relation to the majority stake.
The shareholders’ agreement also provides for certain shareholder matters, such as the approval of the annual accounts, the approval of dividend distributions, the appointment of the statutory auditor and the independent directors, and certain board matters, such as the approval of the business plan and the approval of significant investments, in relation to which there will be a prescribed voting procedure.
As future reference shareholders in Distrigas, Eni and Publigas have also agreed certain share transfer restrictions and arrangements, including pre-emption rights. The effectiveness of the shareholders’ agreement is conditional upon, among other things, the closing of the acquisition by Eni of the majority stake.
