Rome, May 28, 2009 The Board of Directors of Enel S.p.A. met today under the chairmanship of Piero Gnudi and following up on its May 6, 2009 decision to implement the shareholder authorization to increase the Companys paid-in share capital by up to 8 billion euros, premium included set the definitive terms for such capital increase.
The capital increase will take place by means of a rights offering, made on a pro rata basis to existing shareholders, of new ordinary shares, with dividend start date January 1, 2009 and a par value of 1 euro per share.
The subscription price has been set at 2.48 euros per share - of which 1.48 euros represents premium - while the option ratio has been set such that rights to subscribe for 13 new shares will be granted in respect of every 25 existing shares.
The offering will involve the issuance of a maximum of 3,216,938,192 new shares, entailing an increase of the share capital equal to 3,216,938,192 euros, while the aggregate proceeds of the transaction premium included will total 7,978,006,716 euros.
The capital increase is aimed at reducing the Enel Groups financial leverage and in particular improve the ratio between its net financial debt and its EBITDA, with the ultimate purpose of allowing Enel to preserve its current credit ratings and giving the Enel Group the flexibility necessary to consolidate its strategic position in the energy industry.
Italys Ministry of Economy and Finance (the Ministry), as a shareholder of the Company, has communicated its intention to, directly or indirectly, participate in the share capital increase, subject to a final evaluation to be conducted in light of the definitive terms of the offering.
On March 25, 2009, the Companys shareholder Cassa Depositi e Prestiti S.p.A. (a controlled entity of the Ministry) informed the market of the unanimous decision of its board of directors to exercise both the rights granted directly to it and the rights granted to the Ministry (subject to the transfer of the Ministrys rights to Cassa Depositi e Prestiti).
Mediobanca, JP Morgan and Banca IMI as Joint Global Coordinators and Joint Bookrunners, Bank of America Merrill Lynch, Credit Suisse, Goldman Sachs, Morgan Stanley, Unicredit as Co-Bookrunners, 13 banks as Senior Co-Lead Managers1 and 13 banks as Co-Lead Managers2 have signed today with Enel an underwriting agreement under whose provisions the above mentioned banks are committed to subscribe the share capital increase in respect of unexercised rights (if any), for a total amount of up to 5,5 billion euros that is, the entire portion of the capital increase which is not expected to be subscribed for, directly or indirectly, by the Ministry. In addition Enel has been assisted by Lazard as financial advisor for the transaction.
As part of the underwriting agreement, consistent with market practice, Enel agreed a lock up agreement continuing until the 180th day after the closing of the offering. In particular, Enel agreed not to issue or propose shares directly or via the issuance of convertible debentures, warrant or other financial instruments that grant the right to acquire, exchange for, or converted into shares Enel. Consistent with market practice, the lock up commitment shall not apply, inter alia: (i) to the issuance or subscription of the shares that are the subject of the Offer, or (ii) to the issuance of Enel shares or to the allocation of option rights to the Companys or Groups executives and employees under any stock option plans that exist.
Given the above noted commitments by the Ministry, Cassa Depositi e Prestiti S.p.A. and the banks, the Company expects the capital increase to be fully subscribed.
THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION. SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION OR AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED. ANY PUBLIC OFFERING OF SECURITIES IN THE UNITED STATES WOULD BE MADE ONLY BY MEANS OF A PROSPECTUS TO BE OBTAINED FROM ENEL S.P.A., WHICH WOULD CONTAIN DETAILED INFORMATION ABOUT THE COMPANY AND ITS MANAGEMENT, AS WELL AS FINANCIAL STATEMENTS. THERE IS NO INTENTION TO REGISTER ANY OFFERING OF SECURITIES BY ENEL S.P.A. IN THE UNITED STATES OR TO CONDUCT A PUBLIC OFFERING OF SECURITIES OF THE COMPANY IN THE UNITED STATES. ANY NON-PUBLIC OFFERING OF SECURITIES IN THE UNITED STATES WOULD BE MADE ONLY BY MEANS OF AN ENGLISH-LANGUAGE OFFERING MEMORANDUM CONTAINING INFORMATION SIMILAR TO THAT IN A PROSPECTUS; NO SUCH OFFERING MEMORANDUM HAS BEEN PUBLISHED TO DATE, AND NO OFFER OF SECURITIES OF THE COMPANY, PUBLIC OR OTHERWISE, HAS BEEN MADE IN ANY JURISDICTION, INCLUDING THE UNITED STATES.
(1) Barclays, Banco Bilbao Vizcaya Argentaria, BNP, Banco Santander, Calyon, Citibank, Natixis, HSBC, Monte dei Paschi di Siena, Nomura, Royal Bank of Scotland, Société Générale, UBS.
(2) Akros, Banca Aletti, Banca Leonardo, Caja Madrid, Centrobanca, Centrosim, Commerzbank, Equita, ING, Intermonte, La Caixa, Mediolanum, Scotia Capital.
NOT FOR DISTRIBUTION IN THE UNITED STATES 2/2
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.