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ENEL S.p.A. - Tender Offer - Final Results

ENEL ANNOUNCES FINAL TENDER RESULTS OF ITS TENDER OFFER FOR U.S.$1,250,000,000 8.750% CAPITAL SECURITIES DUE 2073


08 JFEBRUARY 2023


Full announcement available via EURONEXT.


ROME, Italy –February 8, 2023 – ENEL – Società per Azioni (the “Company”), today announces that, in connection with its previously announced cash tender offer (the “USD Tender Offer”) for its U.S.$1,250,000,000 8.750% Capital Securities due 2073 (X Receipts ISIN: US29265WAA62, N Receipts ISIN: US29265WAB46) (the “USD Securities”), U.S.$5,000,000 in aggregate principal amount of USD Securities was validly tendered and not validly withdrawn after 11:00 p.m. CET (5:00 PM New York City time), on January 23, 2023 (the “Early Tender Deadline”) and on or prior to 11:00 p.m. CET (5.00 p.m. New York City time), on February 7, 2023 (the “Final Tender Expiration Date”), in the aggregate amounts as shown in the table below. The Company has accepted for purchase all of such securities (U.S.$5,000,000) in aggregate principal amount of USD Securities validly tendered and not validly withdrawn after the Early Tender Deadline and on or prior to the Final Tender Expiration Date, and as a result the relevant tendered USD Securities may not be withdrawn. Together with the amount tendered on or Prior to the Early Tender Deadline and accepted for purchase and purchased on January 26, 2023 (the “Early Settlement Date”), U.S.$411,060,000, the total amount accepted for purchase is U.S.$416,060,000.

The terms and conditions of the USD Tender Offer are described in the Offer to Purchase dated January 9, 2023 (including appendices and exhibits thereto) (“Offer to Purchase”) and remain unchanged. Terms not defined herein shall have the meaning set out in the Offer to Purchase.


The following table sets forth certain information regarding the USD Tender Offer for the USD Securities:



...


"The settlement of the tender securities tendered after the Early Tender Deadline and on or prior to the Final Tender Expiration Date is expected to occur on February 10, 2023 (the “Tender Final Settlement Date”).

Holders of USD Securities validly tendered and not validly withdrawn after the Early Tender Deadline and on or prior to the Final Tender Expiration Date and accepted for purchase by the Company will be eligible to receive the Late Tender Offer Consideration for the USD Tender Offer (as defined in the Offer to Purchase). In addition to the Late Tender Offer Consideration, all payments for USD Securities purchased on the Tender Final Settlement Date in connection with the USD Tender Offer will also include accrued and unpaid interest on the principal amount of USD Securities purchased from the last applicable interest payment date up to, but not including, the Tender Final Settlement Date. The accrued and unpaid interest is expected to be U.S.$33.05555556 per $1,000 in nominal amount of USD Security accepted for purchase on the Tender Final Settlement Date."

 

ENEL ANNOUNCES EARLY TENDER RESULTS OF ITS TENDER OFFER FOR U.S.$1,250,000,000 8.750% CAPITAL SECURITIES DUE 2073


24 JANUARY 2023


Full announcement available via EURONEXT.


"ROME, Italy –January 24, 2023 – ENEL – Società per Azioni (the “Company”), today announces that, in connection with its previously announced cash tender offer (the “USD Tender Offer”) for its U.S.$1,250,000,000 8.750% Capital Securities due 2073 (X Receipts ISIN: US29265WAA62, N Receipts ISIN: US29265WAB46) (the “USD Securities”), U.S.$411,060,000 in aggregate principal amount of USD Securities was validly tendered and not validly withdrawn on or prior to 11:00 p.m. CET (5.00 p.m. New York City time), on January 23, 2023 (the “Early Tender Deadline”), in the aggregate amounts as shown in the table below. The Company has accepted for purchase all of such early tender securities (U.S.$411,060,000) in aggregate principal amount of USD Securities validly tendered and not validly withdrawn on or prior to the Early Tender Deadline, and as a result the relevant tendered USD Securities may not be withdrawn. The terms and conditions of the USD Tender Offer are described in the Offer to Purchase dated January 9, 2023 (including appendices and exhibits thereto) (“Offer to Purchase”) and remain unchanged. Terms not defined herein shall have the meaning set out in the Offer to Purchase. The following table sets forth certain information regarding the USD Tender Offer for the USD Securities:"



 

ENEL ANNOUNCES RESULTS OF ITS TENDER OFFER FOR €750,019,000 2.500% PERPETUAL 5.5 YEAR NON-CALL CAPITAL SECURITIES AND REMOVAL OF CAPPED MAXIMUM AMOUNT FOR CAPPED TENDER OFFER


17 JANUARY 2023


Full announcement available via EURONEXT.


"ROME, Italy –January 17, 2023 – ENEL – Società per Azioni, today announces that, in connection with its previously announced cash tender offer (the “Any and All Offer” or “Any and All Tender Offer”) for any and all of its €750,019,000 Perpetual 5.5 Year Non-Call Capital Securities (ISIN:XS1713463716) (the “EUR Securities” or “Any and All Tender Offer Securities”), approximately €699,970,000 in aggregate principal amount of EUR Securities was validly tendered and not validly withdrawn on or prior to 5:00 p.m. CET (11.00 a.m. New York City time), on January 16, 2023 (the “Any and All Expiration Date”), in the aggregate amounts as shown in the table below.

The terms and conditions of the Any and All Tender Offer are described in the Offer to Purchase dated January 9, 2023 (including appendices and exhibits thereto) (“Offer to Purchase”) and remain unchanged. Terms not defined herein shall have the meaning set out in the Offer to Purchase.

The following table sets forth certain information regarding the Any and All Tender Offer for the EUR Securities:



Any EUR Securities validly tendered and not withdrawn by the Any and All Expiration Date that are not accepted for purchase will be promptly unblocked in the relevant account of Euroclear or Clearstream or otherwise returned to the securityholder without cost. The settlement date is expected to occur on January 20, 2023 (the “Any and All Settlement Date”).


Holders of EUR Securities validly tendered and not validly withdrawn on or prior to the Any and All Expiration Date and accepted for purchase by the Company will be eligible to receive the Any and All Total Consideration (as defined in the Offer to Purchase). All payments for EUR Securities purchased in connection with the Any and All Tender Offer will also include accrued and unpaid interest on the principal amount of EUR Securities purchased from the last interest payment date applicable to the EUR Securities up to, but not including, the Any and All Settlement Date. The accrued and unpaid interest is expected to be €3.904110 per €1,000 in nominal amount of EUR Security accepted for purchase.

In accordance with the terms of the Any and All Tender Offer, the Any and All Withdrawal Deadline was 5:00 p.m. CET (11.00 a.m. New York City time), on January 16, 2023. As a result, tendered EUR Securities may not be withdrawn.


Substantial Repurchase Event


As the Substantial Repurchase Event (as defined in the terms and conditions of the EUR Securities and being in the event that at least 80% of the aggregate principal amount of the EUR Securities issued on its issue date has been purchased by or on behalf of the Company and has been cancelled) is expected to occur, the Company

intends exercise its option to redeem all of the outstanding EUR Securities after the Any and All Settlement Date at the applicable Early Redemption Price (as defined in the terms and conditions of the EUR Securities).

Removal of Capped Maximum Amount

The Company announces that the Capped Maximum Amount for the purposes of the tender offer in relation to the U.S.$1,250,000,000 8.750% Capital Securities due 2073 (X Receipts ISIN: US29265WAA62, N Receipts ISIN: US29265WAB46) (“USD Securities” or “Capped Tender Offer Securities”, and together with the EUR Securities, the “Securities”), as described in the Offer to Purchase (“Capped Tender Offer”), is U.S.$1,250,000,000 (the “Capped Maximum Amount”) and is hereby removed. As the Capped Maximum Amount is equal to the outstanding amount of the USD Securities, the Company will accept any and all validly tendered USD Securities. Therefore, no proration is expected to be applied in connection with the Capped Tender Offer.


Financing Condition


The Company also announces that the Financing Condition as described in the Offer to Purchase has been satisfied in respect of the Tender Offers.


Information Relating to the Tender Offers


BNP Paribas, BofA Securities Europe SA, Citigroup Global Markets Limited, Goldman Sachs International, HSBC Continental Europe, J.P. Morgan SE, Morgan Stanley & Co. International plc and NatWest Markets N.V. are acting as dealer managers for the Any and All Tender Offer (collectively, the “Any and All Tender Offer Dealer Managers”). BNP Paribas, BofA Securities Europe SA, Citigroup Global Markets Limited, Goldman Sachs International, HSBC Continental Europe, J.P. Morgan Securities LLC, Morgan Stanley & Co. International plc and NatWest Markets N.V. are acting as dealer managers in relation to the Capped Tender Offer (the “Capped Tender Offer Dealer Managers”, and together with the Any and All Tender Offer Dealer Managers, the “Dealer Managers”).


D.F. King & Co., Inc. is acting as tender agent in respect of the Any and All Tender Offer and Acupay System LLC is

acting as tax certification and tender agent in respect of the Capped Tender Offer.


The Any and All Tender and Information Agent for the Any and All Tender Offers is:


D.F. King & Co., Inc. 48 Wall Street

New York, NY 10005

Banks and Brokers call: (212) 269-5550

All others call Toll Free: (800) 967-5068


In London:

65 Gresham Street London EC2V 7NQ United Kingdom Telephone: +44 20 7920 9700

Email: enel@dfking.com

Tender Offers Website: www.dfking.com/enel "

 

ENEL S.p.A. - Launches Tender Offer - Any & All (XS1713463716) and Capped (US29265WAA62, US29265WAB46)


9 JANUARY 2023


"Rome, 9 January 2023. ENEL S.p.A. (the “Offeror” or “Company”) hereby announces that it is inviting the securityholders (“Securityholders”) of its outstanding €750,019,000 2.500% Perpetual 5.5 Year NonCall Capital Securities (ISIN:XS1713463716) (the “EUR Securities” or “Any and All Tender Offer Securities”) and of its outstanding U.S.$1,250,000,000 8.750% Capital Securities due 2073 (X Receipts ISIN: US29265WAA62, N Receipts ISIN: US29265WAB46) (the “USD Securities” or “Capped Tender Offer Securities” and, together with the EUR Securities, the “Securities”) to tender subject to the offer and distribution restrictions set out in the offer to purchase dated 9 January 2023 (the “Offer to Purchase”) for purchase by the Offeror for cash on the terms and subject to the other conditions set out in the Offer to Purchase (including the appendices and exhibits thereto): (i) any and all of the EUR Securities (the “Any and All Offer”), and (ii) the USD Securities for an aggregate principal amount in respect of such USD Securities validly tendered not to exceed the Capped Maximum Amount (as defined below) (the “Capped Maximum Amount”) (the “Capped Tender Offer”) (the Any and All Offer and the Capped Tender Offer, collectively, the “Offers” or “Tender Offers”). "


Full announcement available via EURONEXT.


(i) Any and All Tender Offer Securities



(ii) Capped Tender Offer Securities



...


"Purpose of the Offers


The purpose of the Offers is to purchase the Securities upon the terms and subject to the conditions described in the Offer to Purchase (including the appendices and exhibits thereto). Securities purchased in the Offers will be retired and cancelled, or written down, as applicable."

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