9. Change-of-control clauses and provisions on takeover bids
Snam and its Subsidiaries are party to significant agreements that take effect, are altered or are terminated if an entity or entities acting in concert, other than CDP S.p.A., gain control of Snam.
This specifically concerns bank financing agreements that allow the other party to early terminate the contract, either after an entity or entities acting in concert, other than CDP S.p.A., gain control of Snam, or after Snam’s credit rating is downgraded to below predetermined thresholds following said acquisition of control14.
The Bylaws do not provide any exceptions to the passivity rule provisions of Article 104, paragraphs 1 and 2 of the TUF, and do not call for the application of the neutralisation rules set out by Article 104-bis, paragraphs 2 and 3 of the TUF.
14 Further information on financial agreements can be found in the 2016 Annual Financial Report under Note 23, “Guarantees, commitments and risks – Management of financial risks” of the notes to the consolidated financial statements.