REG - Enel SpA - Enel S.p.A. Announces Exchange Offer Results

Enel SpAAnnouncement

22/05/2019 13:40

RNS Number : 8821Z
Enel SpA
22 May 2019
 


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON 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 RESULTS AND PRICING OF ITS EXCHANGE OFFERS
Rome, 22 May 2019. ENEL S.p.A. (the "Issuer") hereby announces today the results and pricing 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 (a) the Exchange New Securities Issue Yield (which is the same as the Standalone New Securities Issue Yield); (b) the Exchange New Securities Issue Price (which is the same as the Standalone New Securities Issue Price); and (c) the Exchange New Securities Coupon (which is the same as the Standalone New Securities Coupon), each as set out in the table below. 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, totalling an aggregate nominal amount of €900,001,000, on the Settlement Date. The Issuer has accordingly exercised its rights to increase the Exchange New Securities Amount.
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).
 
Details of the Exchange New Securities
 




Aggregate Nominal Amount of Exchange New Securities


Aggregate Nominal Amount of Standalone New Securities
 


ISIN


Denominations


Exchange New Securities First Call Date 1


Exchange New Securities Issue Yield


Exchange New Securities Issue Price


Exchange New Securities Coupon






€600,001,000


€300,000,000


XS2000719992


€100,000 and integral multiples of €1,000 in excess thereof


24 February 2025


3.625 per cent.


99.337 per cent.


3.500 per cent.




1 Please note that the first call period commences on 24 February 2025 and ends on 24 May 2025 and the Issuer may redeem the Standalone New Securities and the Exchange New Securities on any date during this period.
The Expiration Deadline for the Exchange Offers was 17:00 (CET) on 21 May 2019. Earlier today, the Issuer announced the indicative Acceptance Amount for each Existing Series, subject to the final pricing of the Exchange Offers.
The Issuer announces that it has decided to accept all valid offers of Existing Securities of each Existing Series for exchange pursuant to the relevant Exchange Offers (subject to pro-ration in respect of the Non-Call 2024 Securities only) as set out in the table below.
As provided in the Exchange Offer Memorandum, at approximately 12:00 (Rome Time) today, (i) the Acceptance Amount for each Existing Series (including the applicable Pro-Ration Factor in respect of the Non-Call 2024 Securities), 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 were each determined as set out in the table below.
Exchange Offers Results and Pricing




Securities


ISIN


Aggregate Nominal Amount Outstanding


Existing Securities Call Date


Existing Securities Coupon


Exchange Ratio


Exchange Spread


Exchange Price


Existing Securities Interpolated Mid-Swap Rate


Exchange Yield


Acceptance Amount (including the applicable Pro-Ration Factor in respect of the Non-Call 2024 Securities)


Pro-Ration Factor


Accrued Interest






€1,000,000,000 Capital Securities due 2075


XS1014997073


€749,981,000


15 January 2020


5.000%


1 : 1.040589


N/A


103.369 per cent.


N/A


-0.20 per cent.


€340,219,000


N/A


€17.67 per €1,000




€1,250,000,000 Capital Securities due 2074


XS0954675129


€513,256,000


10 January 2024


5.451%1


1 : 1.140109


245 bps


113.255 per cent.


-0.059 per cent.


2.391 per cent.


€215,832,000


81.7192 per cent.


 €20.01 per €1,000




 
1 The Existing Securities Coupon for the Non-Call 2024 Securities is the currently applicable coupon which was reset on 10 January 2019.
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.
Application will be made for the Exchange New Securities to be admitted to listing on the official list of Euronext Dublin and to trading on its regulated market on the Settlement Date.
Settlement
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.
Existing Securities which are not accepted for exchange pursuant to the Exchange Offers will be returned to the relevant Securityholder on the Settlement Date.
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: Liability.Management@bancaimi.com


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: liabilitymanagement@bbva.com




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: Tommaso.GrosPietro@santanderCIB.co.uk / King.Cheung@santanderCIB.co.uk


Barclays Bank PLC
5 The North Colonnade
Canary Wharf
London E14 4BB
Tel: +44(0) 20 3134 8515
Attention: Liability Management Group
Email: eu.lm@barlcays .com




BNP Paribas
10 Harewood Avenue
London NW1 6AA
United Kingdom
Telephone: +44 (0)20 7595 8668
Attention: Liability Management Group
Email: liability.management@bnpparibas.com


Citigroup Global Markets Limited

Citigroup Centre

Canada Square

London E14 5LB

United Kingdom

Telephone: +44 20 7986 8969

Attention: Liability Management Group

Email: liabilitymanagement.europe@citi.com




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: liabilitymanagement.eu@gs.com
Attention:  Liability Management Group




HSBC Bank plc
8 Canada Square
London E14 5HQ
United Kingdom
Tel: +44 20 7992 6237
Email: lm_emea@hsbc.com
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: emea_lm@jpmorgan.com




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: DCM-LM@int.sc.mufg.jp
Attention: Liability Management Group


NatWest Markets Plc
250 Bishopsgate
London EC2M 4AA
United Kingdom
Tel.: +44 (0) 207 085 6124
Attention: Liability Management
Email: liabilitymanagement@natwestmarkets.com




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
 




Questions and 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: enel@lucid-is.com
 
 




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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