Rome, May 27, 2009 CONSOB, the Authority regulating Italian capital markets, today approved for publication the prospectus for Enel S.p.A.s rights offering. The rights offering will involve the issuance and listing on the Italian stock exchange (the Exchange) of new Enels ordinary shares representing up to 8 billion euros of new share capital, premium included, as approved by Enels Board of Directors at its May 6, 2009 meeting, and in accordance with the authorization granted at the Shareholders Meeting on April 29, 2009.
The prospectus will be published in accordance with applicable laws and regulations and will be made available to the public at Enels registered office, as well as at the Exchange and on the Internet at the Companys website (www.enel.it).
As described in the prospectus, the offered rights may be exercised from June 1 to June 19, 2009 (the offer period) and will be traded on the Exchange from June 1 to June 12, 2009. Within the month following the expiry of the offer period, Enel will offer unexercised rights for sale in an auction on the Exchange, in accordance with applicable laws and regulations.
A Board of Directors meeting is planned for tomorrow afternoon in order to set the definitive terms of the offering (in particular, the subscription price for newly issued shares - premium included the number of such shares and the related option ratio, which in combination will determine the total amount of the capital increase).
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.
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 Teleborsa S.r.l. - with registered office in Rome, at 4 Piazza Priscilla - as per CONSOB authorization and resolutions n. 22517 and 22518 of November 23, 2022.
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.