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ENEL - Societa (IRSH)

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Thursday 16 May, 2019

ENEL - Societa

Enel announces New Issue Pricing

RNS Number : 2341Z
ENEL - Societa per Azioni
16 May 2019
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON (AS DEFINED BELOW) OR IN OR INTO THE UNITED STATES OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.

ENEL S.P.A. ANNOUNCES EXCHANGE NEW SECURITIES ISSUE YIELD, EXCHANGE NEW SECURITIES ISSUE PRICE, EXCHANGE NEW SECURITIES COUPON, STANDALONE NEW SECURITIES ISSUE YIELD, STANDALONE NEW SECURITIES ISSUE PRICE AND STANDALONE NEW SECURITIES COUPON AND THE AGGREGATE NOMINAL AMOUNT OF THE STANDALONE NEW SECURITIES TO BE ISSUED

Rome, 15 May 2019. ENEL S.p.A. (the "Issuer") hereby announces today the Exchange New Securities Issue Yield, the Exchange New Securities Issue Price, the Exchange New Securities Coupon, the Standalone New Securities Issue Yield, the Standalone New Securities Issue Price and the Standalone New Securities Coupon in connection with 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 Issuer also hereby announces the aggregate nominal amount of the Standalone New Securities to be issued on the Settlement Date.

The Exchange Offers were announced on 15 May 2019 and were made on the terms and subject to the conditions set out in the exchange offer memorandum dated 15 May 2019 (the "Exchange Offer Memorandum") prepared in connection with the Exchange Offers and are subject to the offer and distribution restrictions set out below. Capitalised terms used in this announcement and not otherwise defined herein have the meanings given to them in the Exchange Offer Memorandum.

Exchange New Securities Issue Yield, Exchange New Securities Issue Price, Exchange New Securities Coupon, Standalone New Securities Issue Yield, Standalone New Securities Issue Price and Standalone New Securities Coupon

The Issuer hereby announces that (a) the Exchange New Securities Issue Yield (which is the same as the Standalone New Securities Issue Yield) shall 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) shall be equal to 99.337 per cent.; and (c) the Exchange New Securities Coupon (which is the same as the Standalone New Securities Coupon) shall be equal to 3.500 per cent.

Aggregate Nominal Amount of the Standalone New Securities to be issued

The Issuer hereby announces that the aggregate nominal amount of the Standalone New Securities to be issued shall be equal to €300,000,000.00.

Standalone New Securities Issue Condition

Following the pricing of the Standalone New Securities today, 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 on the Settlement Date.

 

Exchange Offer Revocation Deadline

 

The Exchange Offer Revocation Deadline (being the time of the publication of this announcement) has now passed. Exchange Instructions are now irrevocable, save in the limited circumstances described in the Exchange Offer Memorandum.

 

Expiration Deadline

 

The deadline for receipt by the Exchange Agent of all Exchange Instructions is 17:00 CET on 21 May 2019 (subject to the right of the Issuer to extend, re-open and/or terminate the Exchange Offers, as applicable).

 

Announcement of Indicative Acceptance Amount, Results Announcement and Settlement

 

The Issuer is expected to announce the indicative Acceptance Amount (including the applicable Pro-Ration Factors (if any)) for each Existing Series and the expected Exchange Offer Pricing Date and Exchange Offer Pricing Time, subject to satisfaction of the Standalone New Securities Issue Condition, as soon as reasonably practicable on the Business Day immediately following the Expiration Deadline.

 

The determination of (i) the Acceptance Amount for each Existing Series (including the applicable Pro-Ration Factor (if any), and (ii) the Non-Call 2020 Securities Exchange Price (in the event that the Settlement Date is postponed), 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 (CET) on 22 May 2019 and an announcement will follow as soon as reasonably practicable thereafter.

 

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.

Securityholders are advised to check with any bank, securities broker or other intermediary through which they hold Existing 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 Exchange Offers before the deadlines specified above. The deadlines set by any such intermediary and each Clearing System for the submission of Exchange Instructions may be earlier than the relevant deadlines specified above.

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:

 

THE DEALER MANAGERS

 

Banca IMI S.p.A.

Largo Mattioli 3

20121 Milan

Italy

Telephone: +39 02 7261 4704/ 4755

 Fax:  +39 02 72 61 22 20

Attention: Liability Management Group

 Email: [email protected]

Banco Bilbao Vizcaya Argentaria, S.A.

44th Floor, One Canada Square

London E14 5AA

United Kingdom

Attention: Liability Management Group

Telephone: +44 20 7648 7516

Email: [email protected]

Banco Santander, S.A.

Santander Corporate & Investment Banking

2 Triton Square

Regent's Place

London NW1 3AN

England

Tel: +44 20 7756 6909 / 6646

Attention: Liability Management

Email: [email protected] / [email protected]

Barclays Bank PLC

5 The North Colonnade

Canary Wharf

London E14 4BB

Tel: +44(0) 20 3134 8515

Attention: Liability Management Group

Email: [email protected] .com

BNP Paribas

10 Harewood Avenue

London NW1 6AA

United Kingdom

Telephone: +44 (0)20 7595 8668

Attention: Liability Management Group

Email: [email protected]

Citigroup Global Markets Limited
Citigroup Centre
Canada Square
London E14 5LB
United Kingdom
Telephone: +44 20 7986 8969
Attention: Liability Management Group
Email:
[email protected]

Deutsche Bank AG, London Branch

Winchester House

1 Great Winchester Street

London EC2N 2DB

United Kingdom

Telephone: +44 20 7545 8011

Attention: Liability Management Group

Goldman Sachs International

Peterborough Court

133 Fleet Street

London EC4A 2BB

United Kingdom

Telephone +44 20 7774 4873

Email: [email protected]

Attention:  Liability Management Group

HSBC Bank plc

8 Canada Square

London E14 5HQ

United Kingdom

Tel: +44 20 7992 6237

Email: [email protected]

Attention: Liability Management Group

J.P. Morgan Securities plc
25 Bank Street
Canary Wharf
London E14 5JP
United Kingdom

Tel: +44 207 134 2468

Attention: Liability Management

Email: [email protected]

MUFG Securities (Europe) N.V.

World Trade Center, Tower H, 11th Floor

Zuidplein 98

1077 XV Amsterdam

The Netherlands

Tel: +31 20 799 0250 / +44 20 7577 4048

Email: [email protected]

Attention: Liability Management Group

NatWest Markets Plc

250 Bishopsgate

London EC2M 4AA

United Kingdom

Tel.: +44 (0) 207 085 6124

Attention: Liability Management

Email: [email protected]

UniCredit Bank AG

Piazza Gae Aulenti, 4

Tower C - 6th floor

20154 Milan

Italy

Telephone: +49 89 378 13722

Attention: Liability Management

Email: [email protected]

 

Questions and requests for assistance in connection with the delivery of Exchange Instructions including requests for a copy of the Exchange Offer Memorandum may be directed to:

THE EXCHANGE AGENT

Lucid Issuer Services Limited
Tankerton Works

12 Argyle Walk

London WC1H 8HA
United Kingdom

Telephone:  +44  20 7704 0880

Attention: Thomas Choquet

Email: [email protected]

 

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, 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.

Offer and Distribution Restrictions

Neither this announcement nor the Exchange Offer Memorandum constitutes an invitation to participate in the Exchange 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 Exchange Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession either this announcement or the Exchange Offer Memorandum comes are required by each of the Issuer, the Dealer Managers and the Exchange Agent to inform themselves about, and to observe, any such restrictions.

No action has been or will be taken in any jurisdiction by the Issuer, the Dealer Managers or the Exchange Agent in relation to the Exchange Offers that would permit a public offering of securities. The Exchange Offer Memorandum has been prepared on the basis that the Exchange Offers in any Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State"), will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for any offer of securities.

United States

Each Exchange Offer is not being made or offered and will not be made or offered, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States or to or for the account or benefit of, any U.S. Person (as defined in Regulation S of the Securities Act (each a "U.S. Person")). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. Accordingly, copies of the Exchange Offer Memorandum and any other documents or materials relating to each Exchange Offer are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to a U.S. Person and the Existing Securities cannot be offered for exchange in each Exchange Offer by any such use, means, instrumentality or facility or from or within or by persons located or resident in the United States or by any U.S. Person. Any purported offer of Existing Securities for exchange resulting directly or indirectly from a violation of these restrictions will be invalid and any purported offer of Existing Securities for exchange made by a person located in the United States, a U.S. Person, by any person acting for the account or benefit of a U.S. Person, or by any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States or for a U.S. Person will be invalid and will not be accepted.

The Exchange Offer Memorandum is not an offer of securities for sale in the United States or to U.S. Persons. The Existing Securities and the Exchange New Securities may not be offered or sold in the United States absent registration under, or an exemption from the registration requirements of, the Securities Act. The Exchange New Securities and the Existing Securities have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. Persons. The purpose of the Exchange Offer Memorandum is limited to the Exchange Offers and the Exchange Offer Memorandum may not be sent or given to a person in the United States or to a U.S. Person or otherwise to any person other than in an offshore transaction in accordance with Regulation S under the Securities Act.

Each Securityholder participating in the Exchange Offers will represent that it is not participating in the Exchange Offers from the United States, that it is participating in the Exchange Offers in accordance with Regulation S under the Securities Act and that it is not a U.S. Person or it is acting on a non- discretionary basis for a principal located outside the United States that is not giving an order to participate in the Exchange Offers from the United States and who is not a U.S. Person. As used herein and elsewhere in the Exchange Offer Memorandum, "United States" means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.

United Kingdom

The communication of the Exchange Offer Memorandum and any other documents or materials relating to the Exchange Offers 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 ("FSMA"). 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 is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may be communicated to (1) those persons who are existing members or creditors of the Issuer or other persons within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, and (2) to any other persons to whom these documents and/or materials may lawfully be communicated.

France

Each Exchange Offer is not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither the Exchange Offer Memorandum nor any other documents or materials relating to the Exchange Offers 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 Exchange Offers. The Exchange Offer Memorandum and any other document or material relating to the Exchange Offers have not been and will not be submitted for clearance to nor approved by the Autorité des marchés financiers.

Belgium

Neither the Exchange Offer Memorandum nor any other documents or materials relating to the Exchange Offers have been submitted to or will be submitted for approval or recognition to the Belgian Financial Services and Markets Authority and, accordingly, the Exchange Offers may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007 on public takeover bids (the "Belgian Takeover Law") or as defined in Article 3 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (the "Belgian Prospectus Law"), both as amended or replaced from time to time. Accordingly, the Exchange Offers may not be advertised and the Exchange Offers will not be extended, and neither the Exchange Offer Memorandum nor any other documents or materials relating to the Exchange Offers (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than (i) to persons which are "qualified investors" in the sense of Article 10 of the Belgian Prospectus Law, acting on their own account; or (ii) in any other circumstances set out in Article 6, §4 of the Belgian Takeover Law and Article 3, §4 of the Belgian Prospectus Law. The Exchange Offer Memorandum has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Exchange Offers. Accordingly, the information contained in the Exchange Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.

Italy

None of the Exchange Offers, the Exchange Offer Memorandum or any other documents or materials relating to each Exchange Offer or the Exchange New Securities have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB").

Each Exchange Offer is being carried out in the Republic of Italy as exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraphs 3 and 4, of CONSOB Regulation No. 11971 of 14 May 1999 (the "Issuers' Regulation"), as amended.

Securityholders or beneficial owners of the Existing Securities can offer to exchange the Existing Securities pursuant to the Exchange Offers through authorised 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. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with 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 Existing Securities, the Exchange New Securities, the Exchange Offers or the Exchange Offer Memorandum.

General

Neither this announcement, the Exchange Offer Memorandum nor the electronic transmission thereof constitutes an offer to buy the Exchange New Securities or the solicitation of an offer to sell the Existing Securities and/or the Exchange New Securities, and offers for the exchange of Existing Securities for Exchange New Securities pursuant to the Exchange Offers will not be accepted from Securityholders in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities laws, blue sky laws or other laws require an exchange offer to be made by a licensed broker or dealer and any of the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer or similar in any such jurisdiction, the Exchange Offers shall be deemed to be made in such jurisdictions by such Dealer Manager or such affiliate, as the case may be, on behalf of the Issuer in such jurisdiction.

No action has been or will be taken in any jurisdiction by the Issuer, the Dealer Managers or the Exchange Agent that would permit a public offering of the Exchange New Securities.

In addition to the representations referred to above in respect of the United States, each Securityholder participating in the Exchange Offers will also be deemed to give certain representations in respect of the other jurisdictions referred to above and generally as set out in the Exchange Offer Memorandum. Any offer of Existing Securities for exchange pursuant to each Exchange Offer from a Securityholder that is unable to make these representations will not be accepted.

Each of the Issuer, the Dealer Managers and the Exchange Agent reserves the right, in its sole and absolute discretion, to investigate, in relation to any offer of Existing Securities for exchange pursuant to the Exchange Offers whether any such representation given by a Securityholder is correct and, if such investigation is undertaken and as a result the Issuer determines (for any reason) that such representation is not correct, such offer may be rejected.

 

This announcement has been issued through the Companies Announcement Service of Euronext Dublin.

 


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
 
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