Rome, June 12th, 2014 Please be informed that the plan of merger by incorporation of Enel Green Power Canaro S.r.l. (Enel Green Power Canaro) and of Enel Green Power Cutro S.r.l. (Enel Green Power Cutro) in Enel Green Power S.p.A. (Enel Green Power), approved yesterday by the corporate bodies of the aforementioned companies, has been filed at Rome Trade Register.
The transaction will allow to achieve a higher operational efficiency and a simplification of the administrative processes, as well as benefitting from the subsequent reduction in operating costs.
Enel Green Power Canaro and Enel Green Power Cutro being wholly owned by Enel Green Power, the merger will be subject to the approval of the Board of Directors under the simplified procedure provided for by art. 2505 of the Italian Civil Code and by art. 19 of Enel Green Powers Bylaws.
Being a merger subject to the simplified procedure, Enel Green Power will not increase its share capital neither assign shares according to art. 2504-ter of the Italian Civil Code - to replace the shares held in the merged companies, that will be canceled without any exchange following the merger. At the same time, the merger does not imply any amendments to Enel Green Powers Bylaws.
The merger will start having legal effects, according to the applicable laws, when the last of the registrations of the deed of merger in the Trade Register has been undertaken or starting from a following, different date that will be set in the deed of merger. The accounting and tax effects, on the other hand, will be charged on the financial statements of the surviving company with retroactive effect as from January 1st, 2014.
The shareholders of Enel Green Power representing at least 5% of the share capital may request pursuant to art. 2505, 3rd paragraph, of the Italian Civil Code that the decision to approve the merger is entrusted to the extraordinary shareholders meeting, by addressing the said request to the Company within eight days from the filing of the merger (i.e. by June 20th, 2014).
The merger is exempted from the application of the Procedure for transactions with related parties of Enel Green Power, as provided for transactions with controlled companies.
Please be informed that, pursuant to Art. 70, 7th paragraph, of the Issuers Regulation adopted by Consob, the supervisory authority for the Italian financial markets, with resolution no. 11971 of May 14th, 1999, the plan of merger and the financial statements as of December 31st, 2013 of the companies participating in the merger are available to the public at the Companys registered office and on its website (www.enelgreenpower.com, section About us/Governance/Documents/Extraordinary transactions) and on the mechanism for the central storage "1Info" (www.1info.it).
All Enel Green Power press releases are also available in versions for smart phones and tablets. You can download the Enel Mobile app at: Apple Store, Google Play and BlackBerryApp World
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.