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Executives

Paolo Scaroni – Chief Executive Officer, General Manager and Executive Director

Alessandro Bernini – Chief Financial Officer and Financial Reporting Officer

Analysts

Alberto Gandolfi – UBS

Jon Rigby – UBS

Lucy Haskins – Barclays Capital

Stefano Gamberini – Equita S.I.M.

Alberto Ponti – Societe Generale

Domenico Ghilotti – Equita SIM SpA

Paolo Citi – Intermonte

Neill Morton – Berenberg Bank

Mark Bloomfield – Deutsche Bank

Liam Moloney – Dow Jones

Eni S.p.A. (E) Disposal of Snam Conference Call May 30, 2012 12:00 PM ET

Operator

Good afternoon, ladies and gentlemen, and welcome to the conference call on disposal of SNAM hosted by Paolo Scaroni, Chief Executive Officer and Alessandro Bernini, Chief Financial Officer.

The call will start with a presentation and will be followed by analyst Q&A session. After the end of the Q&A session, we will hold the press conference for journalists. Until that time, journalists will be in listen-only mode.

I’m now handing you over to your host to begin today’s conference. Thank you.

Paolo Scaroni

Good afternoon, ladies and gentlemen, and thank you for joining us on this call on the disposal of our stake in SNAM. Our lock-in value from our holding in SNAM, a fully [unbundled] and regulated company is one of Eni’s stated strategic objectives. We first identify SNAM as a non-core asset in March 2011 and have since been starting options to maximize its value through divestment.

Within this context the pace has been regulated by the Italian government, which sets the ball rolling in January, firm up the legal framework and timing in March and finalize the divestment conditions last Friday, identifying Cassa Deposito e Prestiti as the buyer for the controlling stake. We are pleased that we have been able to reach a rapid deal with Cassa Deposito e Prestiti and today Sandro and I will take you through the terms and conditions of our transaction, our thoughts on the remaining stake in SNAM and give you some initial visibility on what Eni will look like after the SNAM disposal has been completed.

First, let’s take a look at the transaction with Cassa Deposito e Prestiti. As some of you may remember, we set out the criteria by which we would evaluate the disposal of SNAM in our strategy presentation on last March. These criteria were; first, the transaction should be positive for Eni shareholders. Second, the transaction should protect SNAM shareholders by limiting the overhang on SNAM shares.

And third, lastly, the disposal should strengthen Eni’S balance sheet in view of its very attractive organic growth opportunities. We believe the disposal meets all three criterias. First, it is positive for Eni shareholders. Cassa Deposito e Prestiti is paying €3.47 a share for the controlling 30% stake, a 3% premium to trading prices in the 30 days before the issue of the BPCM last Friday and a 5% premium to SNAM’s 2011 regulated asset base.

Second, we protect SNAM’s shareholders from an excessive overhang. More than half of our stake would be sold to a stable long-term holder and there is no time limit on the sale of our residual shares, which means we have the flexibility to maximize value creation while minimizing market disruption. Thirdly, at the end of the process, Eni will have cashed in something in excess of €6 billion and that consolidated over €11 billion of debt. There is no doubt that the new Eni will be a stronger company than it is today.

Sandro will now take you through what it will look like.

Alessandro Bernini

Thank you, Paolo. To give you an idea of the impact of the disposal of SNAM on the Eni, I will take you through what we would have looked like in 2011, if the transaction had already taken place.

Looking at our balance sheet, first, we ended 2011 with net debt of €28 billion and the shareholders’ equity of around €60 billion. If you factor in the sale of our entire stake in SNAM, so the consolidation of over €11 billion of debt €3.5 billion of cashing from the CDP transaction, and €2.8 billion of cashing from the sale of the remaining stake at current market values.

Eni net debt felled from €28 billion to less than €11 billion. At the same time the disposal would have a positive impact on our shareholders’ equity, which would rise from €60 billion to over €62 billion. Overall, the disposal of SNAM would therefore improve leverage from 0.46 at year-end 2011 to less than 0.20 on a pro forma basis.

Looking at our profit and cash flows the consolidation of SNAM from the full year 2011 would reduce our EBITDA by 12%. However, the impact on free cash flow would be negligible as SNAM invest roughly the whole of the cash generated by its operations. In strategic terms, as accounts of the disposal of SNAM, Eni would be a much upstream business than it is today.

Looking at our capital employed, E&P will account for almost 60% of Eni, up from almost 50% at the end of 2011, while gas and power will [afford] from over 30% to 17%. The consolidation of SNAM will also boost Eni’s adjusted returns on average capital employed from the 2011 level of 9.9% to a pro forma of 10.4%.

Ladies and gentlemen, thank you for your attention. Let me now hand you over to Paolo to wrap up.

Paolo Scaroni

Thank you, Sandro. We will give you more information on the strategy of the new Eni as our usual market update next March. But it is clear that we will be in a better position to deliver industry leading growth and robust returns. First, our new balance sheet, which we consider appropriate to our new business portfolio more focused on E&P will protect us from market volatility.

Second, we will leverage on our financial strength to continue to invest in our high return upstream projects and in the new fields that our world class exploration continues to deliver. On top of the 4 billion BOE discover over the past four years, since the start of 2012, we have already added well over 1 billion BOE of new resources from major discoveries in Mozambique, Norway, Gulf of Mexico and Egypt and secure promising acreage in Russia and Indonesia.

And third, we will continue to reward shareholders. By the end of the year, our business structure and balance sheet will be more similar to our peers. When that happens we will adjust our method of rewarding shareholders in line with industry practice with the launch of a new buyback program on our shares.

Thank you for you attention and we’ll now be pleased to answer your questions.

Operator

Are there any questions from the floor? May I start the Q&A session?

Unidentified Management Representative

Yes, you may.

Question-and-Answer Session

Operator

Sorry. Ladies and gentlemen, the Q&A session is now open. (Operator Instructions) Thank you. First question comes from Mr. Alberto Gandolfi from UBS. Mr. Gandolfi, please go ahead.

Alberto Gandolfi – UBS

Yeah. Hi, good afternoon. It’s Alberto Gandolfi, UBS Utilities. I wanted to ask if you could share some lights on the remaining stake in SNAM, and particularly could you elaborate if you are considering a retail offering in Italy or how much you are thinking about splitting between long-term strategic investor vis-à-vis a place in the open market? Thank you so much.

Paolo Scaroni

Well, as per the DPCM I don’t know if you had the possibility to go through the decree, but the decree specifically provide that Eni has to adopt a transparent and known discriminatory market procedure. It means that as soon as it will be practicable because we are still doing a legal analysis of the DPCM in order to access finally when it will be possible to start with the disposal of the remaining stake, then considering what will be the prevailing market condition then we’ll decide the most appropriate procedure to dispose our stake. We do not exclude. However, we don’t exclude, for sure, the possibility to place a portion of the remaining stake on the retail Italian market.

Alberto Gandolfi – UBS

Thank you.

Operator

Next question comes from Mr. Jon Rigby from UBS. Mr. Rigby, please.

Jon Rigby – UBS

Thank you. Yeah, [we’re dominating at] the start of this. So I apologize. Couple of questions. The first is, I think Mr. Scaroni, you talked about the lack of desirability of holding non-controlling interest in listed shares, and I think the listed companies and I think we’ve seen the danger of announcing sale ahead of that sale with your stake in Gulf, which is to be hurting from the hangover of those shares.

I mean, have you thought about that in the context of this transaction sort of pre-announcing that and what we should think of the Board when you look to this overall transaction? And the second question I have is, take your point about the buyback, which is [bottom used]. Can you also confirm something, I think you’ve said before is that there would be no change to the dividend policy as well subsequent to this transaction?

Paolo Scaroni

Well, answering to your question, I agree with you to announce that you would be selling, particularly in the case of (inaudible) certainly does not have the share price, but frankly we could not see any alternative to that. This position of ours has been held for a long time. We had to negotiate with the public authorities in order to be able to sell and when you have a complex negotiation process it happens that you have to announce what you are going to do. I mean, if we had not announced somebody else would have announced in our place. So frankly I agree with you, but there is no alternative.

In the case of SNAM, I have to tell you I am a little more confident, because SNAM is a, if I may say, it shows a quasi-bond. It’s a company that shareholders buy for the dividend for the solidity of the dividend and this makes me think that probably this effect would be lower than in case of companies, which are more on the market than SNAM.

Now, in terms of I’ve also to tell you that we have already received a number of unsolicited expression of interest from strategic investors keen to buy a stake in SNAM, which means that there is a huge interest for this kind of investment. Well, in terms of dividend policy we certainly confirmed the dividend that we have already announced for 2012 so next dividend is what we announced it to be. In terms of what we will do in our strategic review next year where this is another story, we will certainly introduce in our reasoning a company, which is different than what used to be less debt, more upstream, less regulated businesses.

Jon Rigby – UBS

I just have a follow-up as well. Talking about share hangover, there’s been some discussion about a method that the Italian stake of CDP would finance this would be through from sale of your own shares. Has this been considered yet by the board or is this being discussed by the Eni board to facilitate this process?

Paolo Scaroni

Listen as you may remember, we have been holding 9.4% of our shares for a couple of years. It’s the result of a buyback process that we started in 2002-03. Okay, we certainly will cancel these shares in order to announce the new buyback program. Now, what the government and the Cassa Deposito e Prestiti will do with the stake they have exceeding the 30% is not really my business.

Jon Rigby – UBS

Right, okay, thank you.

Paolo Scaroni

Thank you.

Operator

Next question comes from Ms. Lucy Haskins from Barclays. Ms. Haskins please.

Lucy Haskins – Barclays Capital

Thank you. First of all I want to ask the question, you’re talking about reintroducing your buyback program, would you be tempted to buy that residual holding from CDP. And the other question…

Paolo Scaroni

Excuse me I have not understood to buy what from CDP?

Lucy Haskins – Barclays Capital

So sensibly if CDP is to sell down part of its interest and yourself to fund the acquisition of SNAM. Would that be something you would buy from them as part of your buyback program? Could you not…

Paolo Scaroni

No. My answer is no, the answer is no.

Lucy Haskins – Barclays Capital

Yeah, okay. And could I check also those CDP rates on this transaction through what capital gains you may be subject to?

Unidentified Company Representative

Capital?

Paolo Scaroni

Taxation?

Unidentified Company Representative

Lucy, are you asking about the capital gains on the SNAM transaction?

Lucy Haskins – Barclays Capital

Yes.

Alessandro Bernini

Well for sure the price that we have agreed with CDP will make a possible to realize a quite remarkable amount of capital gain and then of course we are targeting to be able to replicate more or less the same dimension when we’ll approach the market. All-in-all we expect to realize something close in excess of couple of billions euro on which, we do not expect to face any significant amount of taxation because of course, we are enjoying their participation exemption rules in Italy.

Lucy Haskins – Barclays Capital

I’m so sorry, could you tell me this wouldn’t be subject to capital gain…

Alessandro Bernini

It would be subject to a very limited tax rate. We can define it into region of 1.5% on the capital gain that will generalize from the disposal.

Lucy Haskins – Barclays Capital

And that’s great, thank you. And it’s like just one more sort of follow-up. The price that you have achieved from CDP, are you going to use that as a flow for any other potential divestments it will be remaining stake that you’ve held on in SNAM?

Paolo Scaroni

No, the answer is no, will not be a flow.

Lucy Haskins – Barclays Capital

Thank you.

Paolo Scaroni

We will do our best.

Lucy Haskins – Barclays Capital

Many thanks.

Operator

Next question comes from Mr. Stefano Gamberini from Equita S.I.M, Mr. Gamberini please.

Stefano Gamberini – Equita S.I.M.

Good afternoon. Stefano Gamberini from Equita S.I.M, the utility side. Just two questions about the price first of all, how did you calculate the RAB at the end of 2011, they were up per share. And second if you can share with us your assumption regarding the DCF evaluation. Third question regarding the second point the flexibility on disposal of the remaining stake. Do you have an idea when could be the best target to dispose considering the regulatory period of distribution, which will Eni at the end of this year and transport that will end at the end of the 2014?. Many thanks.

Paolo Scaroni

Well, as for as the RAB which we have referred in determining in sentencing that we have been recognized premium by 5%, you can refer of course to the normal calculation that is done in determining what novel is called the equity RAB. So starting from the in comprise venue of the company less the net debt of the company then adding what normally is defined the NPV of the incentive investments and considering also some provisions which reduce the amount of equity RAB for example environmental provision, pension provision and some other minor provision. So if you consider those amounts relating to the 2011 situation existing at year end, you will quite easily define calculate the amount and accordingly different that we have been recognized.

In terms of discount at the cash flow which was one of the criteria to which we have referred in during our negotiation with CDP of course it consider faked account or what the company has announced for the next full year, the official information which has been publicly released and considering a discount ratio equivalent to the weighted average cost of capital for a regulated business company, so ranging between 5% and 6%.

Then as far as the flexibility with reference to the remaining stake, of course in terms of timing, we are quite happy that the government has not imposed any specific deadline considering that immediately after having a transfer of the controlling stake to CDP, our residual stake will have stabilized the growth and consequently we will be able to maintain our stake up to when we will consider appropriate or we will consider the market condition will be satisfactory for the disposal.

Well for sure over the next few months and few years, the company SNAM and the other controlling companies will have to meet (inaudible) in order to renegotiate the new regulatory period. We do not consider this event as a major event, which can affect the timing of our disposal. We have not agreed any residual effect with CDP as a consequence of any modification, which could have been on the regulatory framework and we do of course I repeat, we do not consider this event, major event affecting our disposal process.

Stefano Gamberini – Equita S.I.M.

Just a follow up, if I may. As regarding the evaluation of the company in the three different criteria, do you weight the different criteria with different weights during your calculation or it was just an average of the three different processes, if I may?

Paolo Scaroni

We have way and as well as the advisors which has worked with us on this transaction and on top of the advisor assisting the board you have to consider that there was also another advisor specifically appointed by the independent directors of the company, since the transaction with related AMTP. The criteria to which all together we have referred in the term in the most appropriate price refers not only to one or two specific criteria, but we have referred to a number of criteria starting from the most important, most representative one which was the Bcf of course then we have referred to the RAB existing either at the year end and what it is expected to be when the closing will take place plus another criteria to which we have referred it was the multiple for regulated business or what has been already done in the recent past for similar type of businesses. All in all the average of those criterias have come from the fairness of the price that we have agreed with CDP.

Stefano Gamberini – Equita S.I.M.

Many thanks.

Operator

Next question comes from Mr. Alberto Ponti from SG. Mr. Ponti please.

Alberto Ponti – Societe Generale

Yeah, good afternoon. Just a quick one, can you given the payment for is in three tranches from CDP to you. Can you tell us, remind us, when are you going to deconsolidate the SNAM, so that we can then start counting equates period for the refinancing of the SNAM? Thank you.

Paolo Scaroni

Yes, the consolidation will take place as soon as the closing will take place, so it will depend on when the condition precedent, the most important of which is the approval from the Italian Antitrust Authority, it will be received but when we can position the closing date by the end of September hall for over October and at the closing we will transfer the shares to CDP and in that specific moment we will not be anymore the controlling entity of SNAM. So you can consider that the last quarter of 2012 will pertain to CDP of course we will not be anymore the controlling entity of SNAM.

So from the 1st of October, it is reasonable to assume that Eni will not control anymore SNAM and from that date onward SNAM has to stop the repayment of their debt to Eni.

Alberto Ponti – Societe Generale

Okay. It is very clear. Thank you very much.

Operator

Next question come from Mr. Domenico Ghilotti from Equita. Mr. Ghilotti, please.

Domenico Ghilotti – Equita SIM SpA

Good afternoon, I have a question on treasury share cancellation, what is the timing for the approval and completion of this process?

Paolo Scaroni

The approval what do you mean?

Domenico Ghilotti – Equita SIM SpA

You said that you are considering a treasury cancellation, so when do you expect to issue say the proposal and then the timing for the full effectiveness of the cancellation?

Paolo Scaroni

Just to say we are going to call a shareholder meeting on the 16 of July.

Domenico Ghilotti – Equita SIM SpA

Okay.

Paolo Scaroni

This shareholder meeting on 16 of July, I believe, it’s 10 in the morning. We will propose the cancellation of our buyback shares and the launch of a new plan of buyback. This new plan of buyback will last 18 months, then it would be renewed at the successive shareholder meeting, but as you may have read in – may have read in our press release our buyback will not start then after the presentation of our new strategy, which is likely to be end of February, beginning of March next year.

Domenico Ghilotti – Equita SIM SpA

Okay, thank you.

Operator

No, more question at the moment. (Operator Instructions) Thank you. Next question comes from Mr. Paolo Citi from Intermonte. Mr. Citi, please.

Paolo Citi – Intermonte

Good afternoon, first question regarding Italgas. We have read on newspaper regarding potential antitrust problems to your view on this issue particular. Second question regarding the TAG, do you think that a potential merger between SNAM and the TAG could be interesting move for the CDP rate in potential synergies for the company. And my final question is on the gas prices in Italy, I’d like to have your comment regarding the potential impact of this disposal of SNAM on gas prices.

Paolo Scaroni

I’m afraid you asked three questions as I can not answer either one of those. Now as far as the first one around Italgas, I just want to tell you that as far as we are concerned whatever the antitrust decides on Italgas, we are immune from any consequence, so this is not our problem, if it is a problem, it is a problem of Cassa Deposito e Prestiti. As far as TAG is concerned, again we don’t know much about it and frankly we don’t want to investigate much more on something which is not at the center of our interest.

As far as the gas price is concerned, if I may suggest you to ask the government their view about that because this looks like having been the motivation of all this decision. So frankly, I believe that Cassa and possibly the Italian government are better placed than us to give you an answer on the gas price.

Paolo Citi – Intermonte

Thank you.

Operator

No more questions at the moment. Next question comes from Mr. Neill Morton from Berenberg. Mr. Morton, please.

Neill Morton – Berenberg Bank

Yes, thank you. I don’t know if this is a question for CDP or for yourself, but clearly you were negotiating with them and I’m sure they have ability to pay, must have been a matter of debate. And we’ve had in the press release about that has been mentioned previously, cancellation of treasury shares, CDP selling stake, or selling the stake to an outside buyer. I mean are you – basically are you happy that CDP are good for the money? Thank you.

Paolo Scaroni

I am not sure vendors would (inaudible) are we happy with the money that they are paying to us?

Neill Morton – Berenberg Bank

No, just in terms of their ability to raise funds to pay you?

Paolo Scaroni

Well CDP is a very rich institution, so frankly we are not worried about the fact that they will be paying, well they sign to pay and frankly I could hardly imagine a better buyer in terms of being safe and relaxed about the payment. As far as their decision to sell any share in excess of the 30% they hold, frankly I don’t know what they would be doing, this is really a question for them.

Neill Morton – Berenberg Bank

Okay, that’s fine. Thank you.

Operator

Next question comes from Mr. Mark Bloomfield from Deutsche Bank. Mr. Bloomfield, please.

Mark Bloomfield – Deutsche Bank

Good afternoon, thanks for taking my question. I appreciate that you give us a better sense of the new financial framework on February, March next year but I just wondered in order to help us better understand the level of distributions or potential distributions going forward. Could you perhaps offer some comment on what you think is a sense for pro forma gearing rate for the company ex-SNAM and perhaps also give us some kind of framework under which you would actually consider going back. So its not just factor going for an approval, but what kind of scenarios would you consider going back? Thanks.

Paolo Scaroni

You are asking a very appropriate question. I have to tell you, because we have in front of us a major change in our balance sheet in the next 12-15 months or so, because there is not only SNAM transaction, but also the Gulf transaction, which we are looking at.

On the other side, the quite impressive amount of discoveries that Eni has been achieving in the last years and months, will give us a lot of room for internal growth in CapEx in the next years or so. So yes, we will be working on a detailed plan, which we will take into account among many other of course CapEx, dividend distribution, share buyback, but also the level of leverage that we want to have.

More generally, since we are not ready to answer your question, although we will be, because this is a crucial issue for us. But generally speaking, I believe that an upstream like us, which has so much portfolio of new discoveries needs to have a strong balance sheet, because we sell around the world our balance sheet and my general view is that we certainly want to have in the future and much lower gearing that we have been having in the past few years.

Mark Bloomfield – Deutsche Bank

Thank you.

Operator

No more question at the moment. (Operator Instructions) Thank you. The control room confirms there are no more questions.

Paolo Scaroni

Thank you. In that case we can call the analyst and investor conference over.

Operator

Thank you, ladies and gentlemen. The Investor and Analyst call now is over. The press conference will start shortly so journalist should stay online.

[Foreign Language] No more questions.

Unidentified Company Representative

[Foreign Language]

Unidentified Company Representative

[Foreign Language]

Unidentified Company Representative

[Foreign Language]

Unidentified Analyst

[Foreign Language]

Operator

[Foreign Language]

Unidentified Company Representative

[Foreign Language]

Unidentified Analyst

[Foreign Language]

Unidentified Company Representative

[Foreign Language]

Unidentified Analyst

Okay.

Operator

Next question comes from Mr. William Kennedy from (inaudible). Mr. Kennedy, please.

Unidentified Analyst

Good evening. You mentioned that you already had some approaches for the remaining 20% of SNAM. I wonder if you could give some details of the types of buyer who interested and whether they are interested in entire 20% or a portion thereof? Thank you very much.

Alessandro Bernini

Well based on the informal contact and informal approach that we have received so far, we don’t wanted to disclose any specific percentage, which would be in a position to place on a bilateral negotiation basis, but for sure what we can confirm so far is that there is a strong interest for even for interesting remarkable percentage of SNAM stake. Of course, our first goal that we wanted to achieve over the next few weeks is to start to verify, to check whether or not those demonstrations of interest are founded or not but so far we are extremely positive about what could come out from the negotiation with those entities. Some of them have also already disclosed potential interest for a double digit percentage, so this is the reason why we are so positive about the business strategy.

Unidentified Analyst

Just quickly follow up, would you expect to do a deal this year…

Alessandro Bernini

Would you expect, do you mean?

Unidentified Analyst

To do a deal for that 20%, it sounds like there is a lot of interest would you expect to do a deal this year, was that possible?

Alessandro Bernini

Well as already stated by Mr. Scaroni. We have been a successful in not having a specific deadline for the disposal. So of course, our goal is to monetize as soon as possible, but of course we don’t want to destroy value. We wanted to maximize value and of course the timing will be significantly influenced by the prevailing market value of SNAM shares, so it will depend on that.

Paolo Scaroni

Yes, but to answer your specific question, it is quite unlikely that there is one buyer for 22% because we own 22%, I think it is going to be very unlike. In many case, our notes that in all, what we will be doing will be to maximize value from our stake.

Unidentified Analyst

Okay, that’s very clear. Thank, you gentlemen.

Operator

Next question come from Mr. Liam Moloney from Dow Jones. Mr. Moloney Please.

Liam Moloney – Dow Jones

[Foreign Language] exclude on the script dividend (inaudible) SNAM [Foreign Language] that our retail investors [Foreign Language]

Paolo Scaroni

[Foreign Language] there are mid early days, but [Foreign Language] retail institutions investors [Foreign Language]

Unidentified Company Representative

If there are no more questions, we will close the press conference.

Operator

[Foreign Language] The control room confirms, there are no more questions.

Unidentified Company Representative

Thank you.

Paolo Scaroni

Thank you. Thank you everybody.

Unidentified Company Representative

Bye.

Paolo Scaroni

Bye.

Operator

[Foreign Language]

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