Rome, December 18th, 2020 – Enel S.p.A. ("Enel") announces that the Extraordinary Shareholders' Meeting of the listed Chilean subsidiary Enel Américas S.A. ("Enel Américas") today adopted resolutions concerning the implementation of the corporate reorganization process aimed at integrating non-conventional renewable business of the Enel Group in Central and South America (excluding Chile) into Enel Américas.
The transaction, in line with Enel's strategic objectives, seeks to achieve further Group corporate simplification and align Enel Américas’ business set-up to the rest of the Group.
More specifically, the Extraordinary Shareholders' Meeting of Enel Américas resolved in favor on the following aspects of said transaction:
· the merger by incorporation of EGP Américas into Enel Américas, by virtue of which Enel Américas will hold the non-conventional renewable assets of the Enel Group in Central and South America (excluding Chile), as well as the consequent increase in the share capital of Enel Américas in support of merger itself. For the merger, which was approved as a related-party transaction in accordance with applicable Chilean legislation, it has been provided an exchange ratio equal to 0.41 shares of Enel Américas for each share of EGP Américas. Furthermore, the shareholders of Enel Américas who have expressed their dissent from the merger will have the right to withdraw pursuant to applicable regulations;
· the amendment of Enel Américas’ bylaws in order to remove the limits that currently do not allow a single shareholder to own more than 65% of the shares with voting rights. This amendment will take effect together with the abovementioned merger.
The effectiveness of the merger by incorporation is subject to certain conditions precedent described in the document “Términos y Condiciones de la Fusión”, which is available to the public on the website of Enel Américas (www.enelamericas.com). The merger will take effect from the first day of the month following that in which a specific document certifying fulfilment of the conditions precedent referred to above is drawn up by the companies involved, unless said document is signed after March 31st, 2021, in which case the merger will take effect on the day following the date on which the document is signed.
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