Rome, 10 April 2007 The Board of Directors of Enel S.p.A (Enel) met late yesterday under the chairmanship of Piero Gnudi and resolved to launch a tender offer, which will be carried out by its subsidiary Enel Energy Europe S.r.l. (EEE) jointly with Acciona S.A. (Acciona) to acquire all of the outstanding share capital of Endesa S.A. (Endesa). The Board of Directors of Enel has also conferred upon its Chief Executive Officer, Fulvio Conti, the broadest powers required to carry out the transaction.
Among his powers, the Chief Executive Officer will set the timing and the characteristics of the offer that will be made in Spain, Chile and the United States as soon as it will be legally possible.
The launch of the joint tender offer assumes that the condition of the offer launched by E.ON A.G. (E.ON) concerning the acceptance of at least 50.01% of Endesa share capital is not met, and that E.ON does not waive such condition precedent of its offer.
The transaction will be carried out according to the terms and conditions already set in the press release of 26 March, 2007, and it envisages a cash payment of 41 euros per share, plus interest accrued from 26 March 2007 - the date of the agreement between Enel and Acciona. This amount will be adjusted for any dividends distributed by Endesa before the results of the offer are made public.
In order to satisfy the financial commitments relating to the joint tender offer described above, the Board of Directors of Enel has also approved the following transactions:
* the subscription of a 35 billion euros syndicated term loan facility has been approved. The principal amount of this credit line will fully cover all financing requirements related to the acquisition of Endesas shares by the Enel Group. This credit line is made up of three tranches consisting of:
* 10 billion euros with a 1-year maturity (subject to a term-out option for a further 18 months);
* 15 billion euros with a 3-year maturity;
* 10 billion euros with a 5-year maturity.
The interest rate applicable to this credit line will vary depending on Enels rating from time to time. The credit line can be fully or partially prepaid with no penalties.
The transaction has been entirely underwritten by a group of banks made up by bookrunners Mediobanca, UBS, Intesa San Paolo, Unicredito HVB, Banco Santander. In the next few days the group of banks could be enlarged to include other institutions which will act as mandated lead arrangers. Moreover, in order to refinance this transaction and to restructure the debt of the Group, the Board of Directors has also approved:
* renewal of the medium term notes programme by Enel and Enel Finance International S.A., whose amount will be raised from 10 to 25 billion euros.
* one or more Enels bond issues, in euros or other currency, to be placed with institutional investors by 31 December 2007 in an aggregate amount corresponding to 5 billion euros.
In this regard, the Board of Directors of Enel conferred upon its Chief Executive Officer powers to set amounts, currencies, timing and characteristics for any single issue as well as the power to apply for potential listings on the Italian stock exchange and/or foreign stock exchanges.
Enel will inform financial markets in a timely manner regarding both the actual presentation of the public offer on Endesa shares, and the financial operations related to the transaction, as soon as they are carried out by the Chief Executive Officer according to his mandate.
For the dissemination to the public and the storage of regulated information made available to the public, Enel S.p.A. has decided to use respectively the platforms “eMarket SDIR” and “eMarket Storage”, both available at the address www.emarketstorage.com and managed by Spafid Connect S.p.A. with registered office in Milan, at Foro Buonaparte, 10. The aforementioned services are authorized by Consob (resolution No.19878 of February 15th, 2017, related to the mechanism for the dissemination to the public of regulated information “eMarket SDIR” and resolution No. 19879 of February 15th, 2017, related to the mechanism for the central storage of regulated information “eMarket Storage”).
From May 19th 2014 to June 30th 2015, Enel S.p.A. used the authorized mechanism for the storage of regulated information denominated “1Info”, available at the address www.1info.it, managed by Computershare S.p.A. with registered office in Milan and authorized by Consob with resolution No. 18852 of April 9th, 2014.