Company Announcements

SANTIAGO, Chile , May 31, 2022 /PRNewswire/ -- ENEL AMÉRICAS S.A. (NYSE: ENIA) today announced that its Board of Directors has unanimously approved the voluntary delisting of its American Depositary Shares ("ADSs") from The New York Stock Exchange (the "NYSE"), termination of its American Depositary Receipt ("ADR") facility and deregistration with the U.S. Securities and Exchange Commission (the "SEC") upon satisfaction of the requirements for deregistration. In connection with its intended delisting, Enel Américas notified the NYSE today that it will apply for voluntary delisting of its ADSs and has requested that the ADSs be suspended from trading on June 20, 2022. As a result, the last day of trading for the ADSs on the NYSE is expected to be on June 19, 2022.

1.     Reasons for the Application for Voluntary Delisting of ADSs from the NYSE

Following the merger transaction and related tender offer that occurred in April 2021, its parent company, Enel S.p.A., now owns 82.3% of the total outstanding shares of Enel Américas' common stock and Enel Américas ADSs as of April 30, 2022 comprise only approximately 2.49% of the total outstanding shares of common stock. Enel Américas believes that the costs associated with continuing the listing of its ADSs on the NYSE exceed the benefits received by the company, as the primary market for the shares of Enel Américas not owned by Enel S.p.A. is now the Santiago Stock Exchange. As a result, Enel Américas has decided to file an application for voluntary delisting from the NYSE as part of its effort to reduce operational expenses.

2.     Stock Exchanges on Which Enel Américas will Maintain its Listings

Enel Américas will maintain its listings on the Santiago Stock Exchange and the Chile Electronic Stock Exchange in Chile. Enel Américas has not otherwise arranged for the listing of the ADSs, ADRs or shares of its common stock on another national securities exchange in the United States or for quotation of such securities in any other quotation system.

3.     Implementation Schedule of Application for Voluntary Delisting of ADSs from the NYSE*

* The schedule provided above, including the anticipated effective dates, may be delayed if the SEC objects to the delisting or requests an extended review or for other reasons.

4.     Additional Information for ADS Holders

Enel Américas will direct Citibank, N.A., as depositary ("Citibank"), to terminate Enel Américas' ADR facility. Consequently, and in accordance with the deposit agreement, Citibank will provide at least 30 days' notice of termination to all ADS holders. Prior to termination of the deposit agreement, ADR holders are entitled to surrender their ADSs to Citibank for cancellation, and upon payment of the applicable fees, taxes and charges as provided in the deposit agreement, receive the underlying shares of common stock of Enel Américas. Following termination of the deposit agreement, Citibank will discontinue registration of transfers of the ADSs and suspend the distribution of dividends to ADS holders. Holders of ADSs should contact Citibank or, to the extent holding ADSs through a bank, broker or other nominee, should contact such bank, broker or nominee with any questions regarding the ADSs.

For inquiries regarding Enel Américas' ADSs and ADR facility, please contact:

Citibank, N.A. Shareholder Services
Tel: USA +1-877-248-4237 (toll free)
International: +1-781-575-4555
Website: www.citi.com/dr
E-mail: citibank@shareholders-online.com

Shareholder Services representatives are available Monday through Friday from 8:30 a.m. to 6:00 p.m. Eastern time in the U.S.

5.     Future Actions

Enel Américas' reporting obligations under applicable U.S. federal securities laws are expected to continue after the delisting from the NYSE and termination of the ADR facility. Following satisfaction of the relevant deregistration conditions under the applicable U.S. federal securities laws, Enel Américas intends to terminate its reporting obligations under the applicable U.S. federal securities laws and to deregister all classes of its registered securities. Enel Américas intends to release further information on such deregistration and termination of reporting obligations at a later date.

Enel Américas reserves the right, for any reason, to delay any of the filings described above, to withdraw them prior to effectiveness, and to otherwise change its plans in respect of delisting, termination of the ADR facility and deregistration and termination of its reporting obligations under applicable U.S. federal securities laws in any way.

Forward-Looking Statements

This announcement contains statements that could constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include statements regarding the intent, belief or current expectations of Enel Américas and its management with respect to, among other things: (1) any statements preceded by, followed by or that include the words "believes," "expects," "predicts," "anticipates," "intends," "estimates," "should," "may" or similar expressions; and (2) any statement that is not a historical fact. Such forward-looking statements are not guarantees of future performance and involve risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of various factors. These factors include, but are not limited to, the following: the risk that the delisting from the NYSE, the termination of the ADR facility or the deregistration with the SEC may not occur or may be delayed; and the risk factors discussed in Enel Américas' Annual Report on Form 20-F for the year ended December 31, 2021 under the heading "Item 3.D. Risk Factors." These forward-looking statements are made only as of the date hereof and Enel Américas undertakes no obligation to update these forward-looking statements, except as required by law.

 

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SOURCE Enel Américas