Eni and Ares complete Plenitude capital restructure and joint governance

Transaction details

A non‑proportional capital increase of €1.56 billion was completed, with Ares subscribing €1.08 billion and Eni €0.48 billion. The operation implies a pre‑money equity value of €10.75 billion for 100% of Plenitude, approximately €13.1 billion on an enterprise value basis.

Ownership and governance

Following the transaction, Plenitude’s share capital is held by Eni (65.03%), Ares (26.24%) and EIP (8.73%). The governance framework grants Eni and Ares joint control, resulting in Plenitude’s deconsolidation from Eni’s consolidated financial statements. The new Board of Directors will have nine members—five appointed by Eni (including the CEO), three by Ares (including the Chairman) and one by EIP—and qualified‑majority provisions require the favourable vote of at least one Ares‑appointed director for certain material matters, including approval of the budget and business plans. Eni retains de jure control and will continue to exercise direction and coordination activities under Article 2497 of the Italian Civil Code, consistent with the shareholders’ agreements.

Strategic rationale

The transaction is presented as a means to strengthen Plenitude’s capital structure, support the company’s growth objectives and free resources to back Eni’s businesses, energy security and long‑term value creation. Eni’s Chief Transition & Financial Officer said the reorganization is a milestone that demonstrates the satellite model’s effectiveness, opens new opportunities for Plenitude and supports delivery of its growth and decarbonization objectives.