Rome/Santiago de Chile, December 21st, 2017 – Enel S.p.A. (“Enel”) announces that the Extraordinary Shareholders’ Meetings of its subsidiaries Enel Chile S.A. (“Enel Chile”) and Enel Generación Chile S.A. (“Enel Generación Chile”) yesterday adopted resolutions concerning the implementation of the reorganisation of the Enel Group’s shareholdings in Chile (the “Transaction”). More specifically, the aforementioned Meetings resolved, within the scope of their respective responsibilities, the following phases of the Transaction, each of which is conditional upon implementation of the others:
- the integration in Enel Chile of the Chilean renewables assets held by Enel Green Power Latin America S.A. (“EGP Latin America”) through the merger by incorporation of the latter into Enel Chile, with the Extraordinary Shareholders’ Meeting of Enel Chile having approved a capital increase to serve the merger. The shareholders of Enel Chile who expressed their disagreement with the merger will have the right to withdraw pursuant to applicable regulations. The merger is conditional on the withdrawal of shareholders holding no more than 5% of share capital of Enel Chile. The merger was also approved by the Extraordinary Shareholders’ Meeting of EGP Latin America;
- the launch by Enel Chile of a public tender offer (the “Offer”) for all of the shares of the subsidiary Enel Generación Chile held by minority shareholders, whose effectiveness is subject to the acquisition of a total number of shares that would enable Enel Chile to increase its holding in Enel Generación Chile to more than 75% of share capital from the current 60%. In accepting the Offer, Enel Generación Chile’s minority shareholders will commit to reinvest in newly issued Enel Chile shares part of the consideration they receive, as a capital increase of Enel Chile has been approved to serve the Offer;
- the amendment of the bylaws of Enel Generación Chile with the aim to remove the limits on share ownership in the company, which currently do not allow any single shareholder to own more than 65% of the company’s share capital.
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