ENEL S.p.A. ANNOUNCES TENDER OFFERS

ROME, Jan. 9, 2023 /PRNewswire/ -- 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 Non-Call 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):

(the Any and All Offer and the Capped Tender Offer, collectively, the "Offers" or "Tender Offers").

The "Capped Maximum Amount" is the amount raised in a Concurrent Offering of Securities (as defined below) less either (i) the principal amount validly tendered and accepted in connection with the Any and All Tender Offer if less than 80% of the principal amount outstanding is tendered and accepted for purchase on the Any and All Tender Offer Securities or (ii) €750,019,000 if equal to or more than 80% of the principal amount outstanding is tendered and accepted for purchase on the Any and All Tender Offer Securities. In applying the Capped Maximum Amount with respect to the Capped Tender Offer Securities, the Company intends to use a conversion rate of Euros to U.S. dollars as described in the Offer to Purchase. 

Capitalised terms used in this announcement and not otherwise defined have the meanings given to them in the Offer to Purchase.

The following tables set forth the key terms of the Tender Offers:

(i)  Any and All Tender Offer Securities

(ii)  Capped Tender Offer Securities

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.

Subject to the right of the Offeror to extend, re-open, withdraw, terminate or amend the terms and conditions of the Offers contained in the Offer to Purchase, the Offeror will purchase for cash the Securities validly tendered by the Securityholders and accepted by the Offeror (subject to individual minimum denominations).

For the Any and All Offer, there is no maximum acceptance amount in respect of the EUR Securities and relevant tenders will not be subject to proration.

For the Capped Tender Offer, the Offeror will accept for purchase the USD Securities only in a principal amount that will not exceed the Capped Maximum Amount. The purchase of USD Securities may be subject to proration as described in the Offer to Purchase.

Concurrently with the Offers, the Company intends to complete an offering of perpetual non-call capital securities (the "New Securities") issued outside the U.S. to non-U.S. Persons in reliance on Regulation S (the "Concurrent Offering of Securities"). The Company will, in connection with the allocation of the New Securities, consider among other factors whether or not the relevant investor seeking an allocation of the New Securities has, prior to such allocation, validly tendered or given a firm intention to the Company or the Dealer Managers that they intend to tender their Securities pursuant to the Offers and, if so, the aggregate principal amount of Securities tendered or intended to be tendered by such investor. Therefore, a Securityholder who wishes to subscribe for New Securities in addition to tendering its Securities for purchase pursuant to the Offers may be eligible to receive, at the sole and absolute discretion of the Company, priority in the allocation of the New Securities, subject to the issue of the New Securities and such Holder also making a separate application for the purchase of such New Securities to the Dealer Managers (as defined below) or to any other manager of the issue of the New Securities in accordance with the standard new issue procedures of such manager. However, the Company is not obliged to allocate the New Securities to a Securityholder who has validly tendered or indicated a firm intention to tender the Securities pursuant to the Offers and, if New Securities are allocated, the principal amount thereof may be less or more than the principal amount of Securities tendered by such holder and accepted by the Company pursuant to the Offers. Any such allocation will also, among other factors, take into account the denomination of the New Securities. All allocations of the New Securities, while being considered by the Company as set out above, will be made in accordance with customary new issue allocation processes and procedures. In the event that a Securityholder validly tenders Securities pursuant to the Offers, such Securities will remain subject to such tender and the conditions of the Offers as set out in the Offer to Purchase irrespective of whether that Securityholder receives all, part or none of any allocation of New Securities for which it has applied.

Securityholders should note that the pricing and allocation of the New Security are expected to take place prior to the Expiration Dates of the Offers and therefore should provide, as soon as practicable, any indications of a firm intention to tender Securities pursuant to the Offers. Not all Holders will be able to purchase the New Securities as the New Securities are being offered outside the U.S. to non-U.S. Persons and may not be offered, sold or delivered within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

Any investment decision to purchase any New Securities should be made solely by eligible investors on the basis of the information contained in the preliminary offering memorandum to be dated 9 January 2023 and prepared by the Company in connection with the issue and listing of the New Securities (including any amendment or supplement thereto, the "Preliminary Offering Memorandum"), and no reliance is to be placed on any other representations other than those contained in the Preliminary Offering Memorandum.

For the avoidance of doubt, the ability to purchase any New Securities is subject to all applicable securities laws and regulations in force in any relevant jurisdiction (including the jurisdiction of the relevant Holder and the selling restrictions set out in the Preliminary Offering Memorandum). It is the sole responsibility of each Holder to satisfy itself that it is eligible to purchase the New Securities.

The manufacturer target market of the New Securities (EU MIFID II and UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No EU PRIIPS or UK PRIIPs key information document ("KID") has been prepared as the New Securities will not be available to retail in EEA or the UK.

The Offer is subject to conditions set out in the Offer to Purchase (including the appendices and exhibits thereto), including the successful completion (in the sole discretion of the Company) of the Concurrent Offering of Securities, including with respect to the proceeds of the Concurrent Offering of Securities.

The Offeror will pay, on the Settlement Date, a cash purchase price (the "Purchase Price"), save as set out below, equal to:

In addition to the Purchase Price, in respect of all Securities validly tendered and delivered and accepted for purchase by the Offeror pursuant to the Offers, the Offeror will pay Accrued Interest.

The Offeror or its affiliates may from time to time, after completion of the Offers, purchase additional Securities in the open market, in privately negotiated transactions, through tender or exchange offers or otherwise, or the Offeror may redeem Securities that are redeemable pursuant to their terms. Any future purchases may be on the same terms or on terms that are more or less favourable to holders of Securities than the terms of the Offers.

Additionally, following the Offers, the Company may (but is not obligated to), if a Substantial Repurchase Event (as defined in (i) the terms and conditions of the Any and All Tender Offer Securities and being in the event that at least 80% of the aggregate principal amount of the Any and All Tender Offer Securities issued on its issue date has been purchased by or on behalf of the Company or a subsidiary and has been cancelled and (ii) the terms and conditions of the Capped Tender Offer Securities and being in the event that at least 90% of the aggregate principal amount of the Capped Tender Offer Securities issued on its issue date has been purchased by or on behalf of the Company or a subsidiary and has been cancelled) occurs, exercise its option to redeem all (but not some only) of the outstanding Securities at any time at the applicable Early Redemption Price (as defined in the terms and conditions of the Any and All Tender Offer Securities and in the terms and conditions of the Capped Tender Offer Securities).

In order to participate in, and be eligible to receive the Purchase Price pursuant to the Offers, Securityholders must validly tender their Securities by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction in accordance with the Offer to Purchase.

Tender Instructions in respect of the Securities must be submitted in respect of a minimum nominal amount of the Securities of no less than €100,000 (in relation to the Any and All Tender Offer Securities) or U.S.$ 200,000 (in relation to the Capped Tender Offer Securities) and may thereafter be submitted in integral multiples of €1,000 or U.S.$1,000, as the case may be, in excess of the relevant minimum denomination.

Expected Transaction Timeline

Any and All Tender Offer – Timeline

Capped Tender Offer - Timeline

The above times and dates are subject to the right of the Offeror to extend, re-open, amend and/or terminate the Offer (subject to applicable law and as provided in the Offer to Purchase). Securityholders are advised to check with any bank, securities broker or other intermediary through which they hold Securities when such intermediary would need to receive instructions from a Securityholder in order for that Securityholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offer, before the deadlines specified in the Offer to Purchase. The deadlines set by any such intermediary and each Clearing System for the submission of Tender Instructions may be earlier than the relevant deadlines specified above.

A complete description of the terms and conditions of the Offers is set out in the Offer to Purchase. 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 in relation to the Any and All Tender Offer (the "Any and All Tender Offer Dealer Managers") and 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 Offer to Purchase and all documents related to the Offers will be made available on the following websites: www.dfking.com/enel (with respect to the Any and All Tender Offer) and www.acupay.com/eneltender (with respect to the Capped Tender Offer).

Holders of Capped Tender Offer Securities should also observe the tax formalities below. 

None of the Company, the Receipt Issuer, the Dealer Managers, trustee or the Capped Tax Certification and Tender Agent assumes any responsibility for any Holders that miss any applicable deadlines (including those related to the Early Tender Payment) as a result of a rejection due to failure to provide beneficial owner information.

In the case of the Capped Tender Offer Securities, the Company offers to purchase at the applicable Capped Tender Offer Securities Total Consideration or Late Tender Offer Consideration, tendered Global Receipts issued through Citibank N.A., London Branch as receipt issuer (the "Receipt Issuer") which represent beneficial interests in the Capped Tender Offer Securities on the terms and subject to the conditions contained in the Offer to Purchase and subject to the Offer and Distribution Restrictions contained in the Offer to Purchase.

The Capped Tender Offer Securities are evidenced by one or more global securities (the "Global Securities") registered in the name of Monte Titoli S.p.A. ("Monte Titoli"), as operator of the Italian central securities clearing system. All of the book entry interests in the Global Securities are credited to a third-party securities account in Monte Titoli of the Company and operated by the Receipt Issuer. Beneficial interests in the Global Securities are represented by one or more global receipts in registered form evidencing the book entry interests in the relevant Global Securities (the "Global Receipts") which have been issued and delivered by the Receipt Issuer to The Depository Trust Company ("DTC"). Citibank, N.A., London Branch holds Global Receipts as custodian for DTC, and the Global Receipts are registered in the name of Cede & Co., as DTC's nominee, for the benefit of DTC's participants.

Under Italian law, interest in respect of the Capped Tender Offer Securities may be subject to substitute tax in Italy, currently at the rate of 26.0%, upon (i) payment of interest, premium and other income in respect of the Securities or (ii) transfer or redemption of the Securities, unless an exemption applies. In the case of beneficial owners eligible for the exemption, Italian law requires Monte Titoli, as a second level bank and holder of the Global Securities, to obtain from each eligible beneficial owner (as referred to in Italian Legislative Decree No. 239 dated April 1, 1996) a certification of its eligibility to receive interest, premium and other income in respect of the Securities free from Italian substitute tax upon the investor's first purchase of a beneficial interest in the Securities or the Receipts, represented by one or more Global Receipts (either at the time of the issuance of Securities or, if purchased thereafter, upon a purchase of Securities in the secondary market), and to make that certification available to the Italian tax authorities. The Company has arranged certain procedures with Acupay System LLC ("Acupay") and Monte Titoli to facilitate the collection of certifications through the relevant participants in DTC.

Furthermore, in addition to any valid Tender Instruction (as defined below), DTC participants which have electronically transmitted acceptances of the Offer with respect to interests in X Receipts must also transmit, through the Acupay System, reports (or confirmations of reports submitted by financial intermediaries that are downstream correspondents of such DTC Participant) of all changes in holdings with respect to the interests in X Receipts (and related DTC Contra-CUSIPs representing gross-paying holdings of blocked positions in the X Receipts) held by or through such DTC participants. Such reports must be transmitted via the Acupay System by the following deadlines: (x) if the tender of X Receipt is submitted via ATOP on any day of the Capped Tender Offer (except on the Early Tender Deadline or the Capped Tender Expiration Date), on or prior to 9:45 am New York City time on the first business day following the submission of tenders of X Receipts via ATOP; and (y) if the tender of X Receipt is submitted via ATOP is submitted on the Early Tender Deadline or the Capped Tender Expiration Date, on or prior to 5:00 pm New York City time on the Early Tender Deadline or the Capped Tender Expiration Date, as applicable. Transmissions must be undertaken in accordance with the Tax Certification Procedures (see Appendix A of the Offer to Purchase).

Beneficial Owner Information (as defined in the Tax Certification Procedures) must include the unique VOI reference from the tender acceptance transmitted through DTC ATOP. Once received by the Capped Tax Certification and Tender Agent such information will be reconciled, by the Capped Tax Certification and Tender Agent, against tender acceptances transmitted through ATOP and the related Self-Certification information lodged within the Acupay System.

Failure to properly comply with the Tax Certification Procedures will result in the rejection, by the Capped Tax Certification and Tender Agent, of the acceptance of the Offer submitted via DTC ATOP. In the event of such rejection, the DTC participant must resubmit an acceptance of the offer on a net paying Contra-CUSIP and the respective participating beneficial investor as being subject to Italian substitute tax. See "Important Information Regarding the Tender Offers" and "Certain Italian Tax Considerations" and "Appendix A" included in the Offer to Purchase.

DTC participants which have electronically transmitted acceptances of the Offer with respect to interests in N Receipts do not need to transmit any tax certification through the Acupay System, and the respective Holders will be subject to Italian substitute tax.

Any questions regarding procedures for tendering Securities or requests for additional copies of the Offer to Purchase (and solely in case of the EUR Securities, the Notice of Guaranteed Delivery) should be directed to the tender agents.

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: [email protected]
Tender Offers Website: www.dfking.com/enel

The Capped Tax Certification and Tender Agent for the Capped Tender Offer is:

Acupay System LLC

If a Securityholder has questions about any of the Offers or the procedures for tendering Securities, the Securityholder should contact the Any and All Tender and Information Agent (for the EUR Securities) or the Capped Tax Certification and Tender Agent (for USD Securities) or the Any and All Tender Offer Dealer Managers (for the EUR Securities) or the Capped Tender Offer Dealer Managers (for USD Securities), as applicable at their respective telephone numbers. Requests for documents relating to the Tender Offers, including the Offer to Purchase, should be directed to the Tender Agents.

Questions and requests for assistance in connection with the Offers may be directed to:

The Any And All Tender Offer Dealer Managers

The Capped Tender Offer Dealer Managers

Each Securityholder is solely responsible for making its own independent appraisal of all matters as such Securityholder deems appropriate (including those relating to the Offer, the Securities and the Offer to Purchase) 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 tender any or all of its Securities for purchase pursuant to the Offer.

None of the Dealer Managers, the Tender Agent or any of their respective directors, employees or affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Offer contained in this announcement or in the Offer to Purchase. None of the Dealer Managers, the Tender Agent or any of their respective directors, officers, employees, agents or affiliates is acting for any Securityholder, or will be responsible to any Securityholder for providing any protections which would be afforded to its clients or for providing advice in relation to the Offer, and accordingly none of the Dealer Managers, the Tender Agent or any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for any failure by the Offeror to disclose information with regard to the Offeror or the Securities which is material in the context of the Offer and which is not otherwise publicly available.

None of the Dealer Managers, the Tender Agent, the Offeror or any of their respective directors, employees or affiliates make any representation or recommendation whatsoever regarding the Offer, or any recommendation as to whether Securityholders should tender Securities in the Offer.

This announcement must be read in conjunction with the Offer to Purchase. This announcement and the Offer to Purchase contain important information which should be read carefully before any decision is made with respect to the Offer. If any Securityholder is in any doubt as to the contents of this announcement or the Offer to Purchase 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.

Neither this announcement nor the Offer to Purchase constitutes an invitation to participate in the Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws and regulations. The distribution of this announcement and the Offer to Purchase in certain jurisdictions may be restricted by laws and regulations. Persons into whose possession either this announcement or the Offer to Purchase comes are required by each of the Offeror, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.

The communication of this announcement, the Offer to Purchase and any other documents or materials relating to the Offer is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order")) or persons who are within Article 43(2) or 49 of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

The Offer is not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither this announcement nor the Offer to Purchase nor any other documents or materials relating to the Offer have been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) other than individuals, in each case acting on their own account and all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code Monétaire et Financier, are eligible to participate in the Offer. This announcement, the Offer to Purchase and any other document or material relating to the Offer have not been and will not be submitted for clearance to nor approved by the Autorité des marchés financiers.

The Tender Offers do not constitute a public offering within the meaning of Articles 3, §1, 1° and 6, §1, of the Belgian Takeover Law. The Tender Offers are exclusively conducted under applicable private placement exemptions and have therefore not been, and will not be, notified to, and neither the Offer to Purchase nor any other document or material relating to the Tender Offers have been, or will be, approved by the Belgian Financial Services and Markets Authority (Autorité des Services et Marchés Financiers/Autoriteit voor Financiële Diensten en Markten). Accordingly, the Tender Offers, the Offer to Purchase, any memorandum, information circular, brochure or any similar documents relating to the Tender Offers may not be advertised, offered or distributed, directly or indirectly, to any person located and/or resident in Belgium other than to persons who qualify as "Qualified Investors" in the meaning of Article 10, §1, of the Belgian Prospectus Law, as referred to in Article 6, §3, 1° of the Belgian Takeover Law, and who is acting for its own account, or in other circumstances which do not constitute a public offering in Belgium pursuant to the Belgian Takeover Law. The Offer to Purchase has been issued only for the personal use of the above Qualified Investors and exclusively for the purpose of the Tender Offers. Accordingly, the information contained herein may not be used for any other purpose or disclosed to any other person in Belgium.

None of the Tender Offers, the Offer to Purchase or any other documents or materials relating to the Tender Offers has been or will be submitted to the clearance procedure of the CONSOB, pursuant to applicable Italian laws and regulations.

The Tender Offers are being carried out in Italy as exempted offers pursuant to article 101-bis, paragraph 3-bis of the Financial Services Act and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of May 14, 1999, as amended.

Holders or beneficial owners of the Securities that are a resident of and/or located in Italy can tender the Securities for purchase through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of October 29, 2007, as amended, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations and with any requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Securities or the Tender Offers.

SOURCE ENEL S.p.A.