UPDATE 1-Publigas waives pre-emption on Distrigas with Eni deal

(Recasts with companies' statement)

BRUSSELS, July 30 (Reuters) - Publigas, a Belgian municipal holding, agreed on Wednesday to waive its pre-emptive rights for a majority stake in Belgian gas distributor Distrigas (DISTy.BR: Quote, Profile, Research) under a deal with Italy's Eni, the two companies said.

Eni (ENI.MI: Quote, Profile, Research), Italy's biggest oil and gas group, announced in May a 2.7 billion euro ($4.21 billion) deal to buy the 57.24 percent stake in Distrigas owned by France's Suez (GSZ.PA: Quote, Profile, Research).

But it needed to sort out shareholders' relations with Publigas which has a 31.25 percent stake in Distrigas and a pre-emption right on shares owned by Suez.

Eni and Publigas said in a joint statement they had signed a final shareholders' agreement defining their relationship on management of Distrigas.

"Simultaneous with the signing of the shareholders' agreement, Publigas has waived its pre-emption right in relation to the majority stake," the statement said.

Under the deal, Eni and Publigas would have the right to appoint 11 and seven board members of Distrigas, respectively, excluding independent directors.

Eni and Publigas have also agreed procedures of approval of annual accounts and dividend distribution and other shareholder matters, the companies said.

Eni's purchase of Distrigas majority stake was a condition set by the European Commission for Suez's 100 billion euro ($155.9 billion) merger with Gaz de France. (Editing by David Cowell/Elaine Hardcastle)