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ENEL S.P.A. ANNOUNCES INDICATIVE ACCEPTANCE AMOUNT OF ITS EXCHANGE OFFERS
Rome, 22 May 2019. ENEL S.p.A. (the "Issuer") hereby announces today the indicative results of its invitations to holders of its outstanding (i) €1,000,000,000 Capital Securities due 2075 (the "Non-Call 2020 Securities") and (ii) €1,250,000,000 Capital Securities due 2074 (the "Non-Call 2024 Securities", and together with the Non-Call 2020 Securities, the "Existing Securities" and each an "Existing Series") to offer to exchange up to the Maximum Acceptance Amount of such Existing Securities of either Existing Series for euro denominated capital securities (the "Exchange New Securities") to be issued by the Issuer, calculated using the relevant Exchange Ratio for each Existing Series (each such invitation, an "Exchange Offer" and together, the "Exchange Offers"), together with any Accrued Interest and any Cash Rounding Amount, for such Existing Securities.
The Exchange Offers were announced on 15 May 2019 and were made on the terms and subject to the conditions (including the Standalone New Securities Issue Condition) set out in the exchange offer memorandum dated 15 May 2019 (the "Exchange Offer Memorandum") prepared in connection with the Exchange Offers. Capitalised terms used in this announcement and not otherwise defined herein have the meanings given to them in the Exchange Offer Memorandum.
On 15 May 2019, the Issuer announced that (a) the Exchange New Securities Issue Yield (which is the same as the Standalone New Securities Issue Yield) would be equal to 3.625 per cent.; (b) the Exchange New Securities Issue Price (which is the same as the Standalone New Securities Issue Price) would be equal to 99.337 per cent.; and (c) the Exchange New Securities Coupon (which is the same as the Standalone New Securities Coupon) would be equal to 3.500 per cent. In addition, the Issuer also announced on 15 May 2019 that the aggregate nominal amount of the Standalone New Securities to be issued would be equal to €300,000,000. The Standalone New Securities will be issued together with the Exchange New Securities and will form a single series of securities with the Exchange New Securities.
The Expiration Deadline for the Exchange Offers was 17:00 (CET) on 21 May 2019.
Following the Expiration Deadline, the Issuer hereby announces that (i) for the Non-Call 2020 Securities the indicative Acceptance Amount is equal to €340,219,000 and no pro-ration is applicable; and (ii) for the Non-Call 2024 Securities the indicative Acceptance Amount is equal to €215,854,000 and the applicable indicative Pro-Ration Factor is equal to 81.73 per cent..
Until the Issuer announces the final aggregate principal amount for each Existing Series accepted for exchange, no assurance can be given that any Existing Securities validly offered for exchange pursuant to the relevant Exchange Offer will be accepted.
The determination of (i) the Acceptance Amount for each Existing Series (including the applicable Pro-Ration Factor (if any)), and (ii) the Non-Call 2024 Securities Interpolated Mid-Swap Rate, the Non-Call 2024 Securities Exchange Yield, the Non-Call 2024 Securities Exchange Price and the Exchange Ratio for each Existing Series is expected to take place at or around 12.00 (Rome Time) today and an announcement will follow as soon as reasonably practicable thereafter.
Please note that, with reference to the Standalone New Securities First Call Date and the Exchange New Securities First Call Date, the Issuer specifies more precisely that the terms and conditions of the Standalone New Securities and the Exchange New Securities provide that the Issuer may redeem all (but not some only) of the Standalone New Securities and the Exchange New Securities on any date during the period commencing on (and including) 24 February 2025 and ending on (and including) 24 May 2025 (the latter being the First Reset Date) or upon any Interest Payment Date (as defined in the Preliminary Offering Circular) thereafter (each such date, a "Call Date"), in each case at their principal amount together with any accrued interest up to (but excluding) the relevant Call Date and any outstanding Arrears of Interest (as defined in the Preliminary Offering Circular), while in the Exchange Offer Memorandum it was originally indicated as Standalone New Securities First Call Date and Exchange New Securities First Call Date only the date on which the First Call period ends (i.e. 24 May 2025).
Following the pricing of the Standalone New Securities on 15 May 2019, the exchange by the Issuer of any Existing Securities pursuant to the Exchange Offers remains conditional on (i) the signing by the Issuer and the Joint Lead Managers of a subscription agreement for the purchase of, and subscription for, the Standalone New Securities and (ii) such subscription agreement remaining in full force and effect as at the Settlement Date.
Subject to satisfaction of the Standalone New Securities Issue Condition, the Settlement Date for the Exchange Offers, including (i) delivery of the Exchange New Securities in exchange for the Existing Securities validly Offered for Exchange and accepted for exchange pursuant to each Exchange Offer and (ii) payment of Cash Rounding Amounts and Accrued Interest (if any) is expected to occur on 24 May 2019, which will be the same date as the settlement date for the Standalone New Securities.
Further Information
A complete description of the terms and conditions of the Exchange Offers is set out in the Exchange Offer Memorandum. Banca IMI S.p.A., Banco Bilbao Vizcaya Argentaria, S.A., Banco Santander, S.A., Barclays Bank PLC, BNP Paribas, Citigroup Global Markets Limited, Deutsche Bank AG, London Branch, Goldman Sachs International, HSBC Bank plc, J.P. Morgan Securities plc, MUFG Securities (Europe) N.V., NatWest Markets Plc and UniCredit Bank AG are acting as the dealer managers (the "Dealer Managers") for the Exchange Offers.
Questions and requests for assistance in connection with the Exchange Offers may be directed to:
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UniCredit Bank AG Piazza Gae Aulenti, 4 Tower C - 6th floor 20154 Milan Italy Telephone: +49 89 378 13722 Attention: Liability Management Email: corporate.lm@unicredit.de
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Questions and requests for a copy of the Exchange Offer Memorandum may be directed to:
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THE EXCHANGE AGENT |
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Lucid Issuer Services Limited 12 Argyle Walk London WC1H 8HA Telephone: +44 20 7704 0880 Attention: Thomas Choquet Email: enel@lucid-is.com
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Each Securityholder is solely responsible for making its own independent appraisal of all matters as such Securityholder deems appropriate (including those relating to the Exchange Offers, the Exchange New Securities and the Issuer, the relevant Existing Securities and the Exchange Offer Memorandum) and each Securityholder must make its own decision, based upon its own judgement and having obtained advice from such financial, accounting, legal and tax advisers as it may deem necessary, as to whether to offer any or all of its Existing Securities for exchange pursuant to the Exchange Offers.
None of the Dealer Managers, the Exchange Agent or any of their respective directors, employees or affiliates makes any representation or recommendation whatsoever regarding this announcement, the Exchange Offer Memorandum or the Exchange Offers, and none of the Issuer, the Dealer Managers, the Exchange Agent or their respective directors, employees or affiliates makes any recommendation as to whether holders of Existing Securities should offer any Existing Securities for exchange pursuant to the Exchange Offers or refrain from doing so and no one has been authorised by any of them to make any such recommendation. The Exchange Agent is the agent of the Issuer and owes no duty to any holder of Existing Securities.
None of the Dealer Managers, the Exchange Agent or their respective directors, employees or affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Exchange Offers contained in this announcement or in the Exchange Offer Memorandum or for any failure by the Issuer to disclose events that may have occurred which may affect the significance or accuracy of the information in this announcement or in the Exchange Offer Memorandum.
Disclaimer
This announcement must be read in conjunction with the Exchange Offer Memorandum. This announcement and the Exchange Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Exchange Offers. If any Securityholder is in any doubt as to the contents of this announcement or the Exchange Offer Memorandum or the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.
This announcement has been issued through the Companies Announcement Service of Euronext Dublin.
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