REG - Enel SpA - Exchange Offer

Enel SpAAnnouncement

14/05/2018 10:00

RNS Number : 9557N
Enel SpA
14 May 2018
 

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 OFFER       
Rome, 14 May 2018. ENEL S.p.A. (the "Issuer") hereby announces that it is inviting holders of its €1,000,000,000 Capital Securities due 2075 (the "Existing Securities" and each such holder, a "Securityholder"), to offer and exchange up to the Maximum Acceptance Amount (as defined in the Exchange Offer Memorandum) of such Existing Securities for a combination of (i) the euro amount of euro denominated capital securities (the "Exchange New Securities") to be issued by the Issuer, calculated using the Exchange Ratio and (ii) a cash consideration amount (the "Cash Consideration", and, together with the Exchange New Securities, the "Exchange Offer Consideration") (the "Exchange Offer").
The Exchange Offer is made on the terms and subject to the conditions set out in the exchange offer memorandum dated 14 May 2018 (the "Exchange Offer Memorandum") prepared in connection with the Exchange Offer and is 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








Securities


ISIN


Aggregate Nominal Amount Outstanding


Existing Securities First Call Date


Existing Securities Coupon


Exchange Ratio


Exchange Spread


Exchange New Securities Issue Yield


Exchange New Securities Issue Price


Exchange New Securities Coupon


Exchange New Securities First Call Date


Exchange New Securities Maturity Date


Cash Consideration


Maximum Acceptance Amount






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


XS1014997073


€1,000,000,000


15 January 2020


5.000%


1:1


45 bps over the Existing Securities Interpolated Mid-Swap Rate.


Expected to be the same as the yield of the Standalone New Securities.


Expected to be the same as the issue price of the Standalone New Securities.


Expected to be the same as the coupon of the Standalone New Securities.


24 November 2023


24 November 2078


The amount in cash per EUR 1,000 in principal amount of Existing Securities accepted for exchange by the Issuer determined at the Exchange Offer Pricing Time on the Exchange Offer Pricing Date as the amount calculated as (a) the Exchange Price multiplied by EUR 1,000 less (b) the Exchange New Securities Issue Price multiplied by EUR 1,000, and announced as soon as reasonably practicable thereafter.


Subject as set out herein, a maximum aggregate principal amount of up to €500,000,000 such amount being subject to the right of the Issuer, in its sole and absolute discretion, to purchase more or less than the Maximum Acceptance Amount, subject to applicable law.




Overview
The Issuer is inviting Securityholders (subject to the offer and distribution restrictions referred to below) to offer to exchange their Existing Securities up to a maximum aggregate principal amount of up to €500,000,000, such amount being subject to the right of the Issuer, in its sole and absolute discretion, to purchase more or less than the Maximum Acceptance Amount, subject to applicable law, for Exchange New Securities and pursuant to the Exchange Offer (the "Maximum Acceptance Amount").
The Exchange Offer is made on the terms and subject to the conditions set out in the Exchange Offer Memorandum.
Securityholders who have validly offered to exchange their Existing Securities by the Expiration Deadline will, if their Offers to Exchange are accepted pursuant to the Exchange Offer, receive on the Settlement Date, subject to the Maximum Acceptance Amount:
(i)      such aggregate principal amount of Exchange New Securities as is equal to the aggregate principal amount of Existing Securities validly offered by such Securityholder and accepted for exchange by the Issuer (being an "Exchange Ratio" of 1:1); and
(ii)     an amount in cash per EUR 1,000 in principal amount of Existing Securities accepted for exchange by the Issuer (the "Cash Consideration") determined at the Exchange Offer Pricing Time on the Exchange Offer Pricing Date as the amount calculated as (a) the Exchange Price multiplied by EUR 1,000 less (b) the Exchange New Securities Issue Price multiplied by EUR 1,000.
An amount equal to accrued and unpaid interest on the Existing Securities up to (but excluding) the Settlement Date will be paid in cash on the Settlement Date.
Rationale for the Exchange Offer
The purpose of the Exchange Offer, and the intended issuance of the Exchange New Securities, the Standalone New Securities and the second series of new euro-denominated capital securities which are expected to be benchmark size and have a first call date of 24 November 2026, is to proactively manage the Issuer's hybrid portfolio and debt structure. See "Exchange New Securities" and "Standalone New Securities" below.
On or around the date hereof, the Issuer also launched a tender offer in respect of its €1,250,000,000 Capital Securities due 2074. Further details may be found in the tender offer memorandum relating to such tender offer, dated on or around the date hereof.
The Exchange Offer
Before making a decision whether to offer Existing Securities for exchange, Securityholders should carefully consider all of the information contained in, and incorporated by reference into, the Exchange Offer Memorandum (including all of the information in, and incorporated by reference in, the preliminary offering circular prepared in connection with the issue of the Exchange New Securities and the Standalone New Securities set out in Annex 1 to the Exchange Offer Memorandum (the "Preliminary Offering Circular") and, in particular, the risk factors described or referred to in "Risk Factors and Other Considerations" of the Exchange Offer Memorandum and the section entitled "Risk Factors" set out on pages 1 to 28 (inclusive) of the Preliminary Offering Circular and they should seek advice from any tax, accounting, financial and legal advisers they deem necessary.
Determination of Exchange New Securities Issue Yield, Exchange New Securities Issue Price and Exchange New Securities Coupon
The Exchange New Securities Issue Yield will be the same as the yield of the Standalone New Securities, the Exchange New Securities Issue Price will be the same as the issue price of the Standalone New Securities and the Exchange New Securities Coupon will be the same as the coupon of the Standalone New Securities and will each be calculated in accordance with market convention.
Each of the Exchange New Securities Issue Yield, the Exchange New Securities Issue Price and the Exchange New Securities Coupon will be announced as soon as reasonably practicable on the Standalone New Issue Pricing Date.
Exchange Ratio
Existing Securities accepted by the Issuer for exchange will receive, on the Settlement Date, an aggregate nominal amount of the Exchange New Securities (rounded down to the nearest €1,000) equal to the product of (i) the aggregate nominal amount of the Existing Securities validly offered for exchange and accepted for exchange and (ii) the Exchange Ratio for such Existing Securities.
For each EUR 1,000 in principal amount of Existing Securities validly offered and accepted for exchange pursuant to the Exchange Offer, the Issuer will deliver Exchange New Securities in a principal amount of EUR 1,000 (Exchange Ratio of 1:1).
Exchange Price
The Exchange Price will be determined in accordance with market convention and expressed as a percentage of the nominal amount of the Existing Securities and is intended to reflect the Exchange Yield to the Existing Securities First Call Date of the Existing Securities on the Settlement Date equal to the sum of (x) the Exchange Spread and (y) the Existing Securities Interpolated Mid-Swap Rate. Specifically, the Exchange Price will be equal to (a) the value of all remaining payments of principal and interest on the Existing Securities up to and including the Existing Securities First Call Date, discounted to the settlement at a discount rate equal to the Exchange Yield to the Existing Securities First Call Date minus (b) Accrued Interest.
The Exchange Price will be determined at or around the Exchange Offer Pricing Time on the Exchange Offer Pricing Date and it will be announced as soon as reasonably practicable after the Exchange Offer Pricing Time on the Exchange Offer Pricing Date.
Cash Consideration
For each EUR 1,000 in principal amount of Existing Securities accepted for exchange by the Issuer pursuant to the Exchange Offer, the Issuer will pay to the respective Securityholder a cash consideration in Euro. The Cash Consideration will be determined at or around the Exchange Offer Pricing Time on the Exchange Offer Pricing Date as the amount calculated as (a) the Exchange Price multiplied by EUR 1,000 less (b) the Exchange New Securities Issue Price multiplied by EUR 1,000. The Cash Consideration will be rounded to the nearest EUR 0.01, with half a cent being rounded upwards.
Accrued Interest
On the Settlement Date, the Issuer will pay or procure that there is paid to all Securityholders who have validly offered to exchange their Existing Securities pursuant to the Exchange Offer and which Existing Securities are accepted for exchange, an amount in cash equal to interest accrued and unpaid on such Existing Securities from (and including) the immediately preceding interest payment date up to (but excluding) the Settlement Date.
Provided that the Exchange New Securities and the relevant funds have been deposited with the Clearing Systems on or before the Settlement Date, no additional interest or other amount will be payable for the period of any delay in respect of the receipt by the holder of the Exchange New Securities and the Cash Consideration Amount.
Maximum Acceptance Amount and Pro-Ration of Existing Securities
If the Issuer decides, in its sole discretion, to accept for exchange valid Offers to Exchange Existing Securities for Exchange New Securities pursuant to the Exchange Offer, it will only accept an aggregate principal amount of Existing Securities validly Offered for Exchange of up to the Maximum Acceptance Amount.
If the Issuer wishes to accept any Offers to Exchange Existing Securities for Exchange New Securities pursuant to the Exchange Offer and the aggregate principal amount of Existing Securities validly offered for exchange is greater than the Maximum Acceptance Amount, the Issuer will accept such Existing Securities for purchase on a pro-rata basis such that the aggregate principal amount of Existing Securities accepted for exchange pursuant to the Exchange Offer is no greater than the Maximum Acceptance Amount.
Where, due to the Maximum Acceptance Amount in respect of the Existing Securities being exceeded, offers to exchange in respect of the Existing Securities are to be accepted by the Issuer on a pro-rata basis, for the purposes of such acceptance each such offer for exchange will be scaled by a factor (each, a "Pro-Ration Factor") equal to (i) the Maximum Acceptance Amount for the Existing Securities, divided by (ii) the aggregate principal amount of all of the Securities of the Existing Securities that have been validly offered for exchange (subject to adjustment to allow for the aggregate principal amount of the Existing Securities accepted to equal as closely as possible the Acceptance Amount in respect of the Existing Securities). Each such Offer to Exchange will be rounded down to the nearest €1,000 after application of the Pro-Ration Factor.
The Pro-Ration Factor (if applicable) shall be calculated by the Exchange Agent in consultation with the Dealer Managers as soon as reasonably practicable on the Business Day following the Expiration Deadline and rounded to the nearest 0.000001 (with 0.0000005 being rounded upwards).
In the event of such scaling of offers to exchange Existing Securities for Exchange Offer Consideration, the Issuer will only accept such offers to exchange such Existing Securities subject to scaling to the extent such scaling would not result in the relevant Securityholder Offering to Exchange less than the Minimum Offer Amount.
Minimum Offer Amount
The Exchange New Securities will be issued in the denominations of €100,000 and integral multiples of €1,000 in excess thereof. Accordingly, in order to be eligible to receive a combination of the Exchange New Securities and the Cash Consideration pursuant to the Exchange Offer, Securityholders must validly Offer to Exchange an aggregate principal amount of Existing Securities at least equal to the Minimum Offer Amount such that after the application of the relevant Exchange Ratio, a Securityholder will be eligible to receive at least €100,000 in principal amount of Exchange New Securities (also after application of the Pro-Ration Factor, if applicable).
A Securityholder, in respect of the Existing Securities, having a nominal amount less than the Minimum Offer Amount may acquire such further Existing Securities as is necessary to enable that Securityholder to be able to offer for exchange the Minimum Offer Amount pursuant to the Exchange Offer.
In addition, in order to be valid, Exchange Instructions need to be submitted in the Minimum Specified Denominations of €100,000 and integral multiples of €1,000 in excess thereof.
Acceptance of Offers to Exchange
The Issuer intends to announce, inter alia, whether Offers for Exchange are accepted for exchange pursuant to the Exchange Offer as soon as reasonably practicable after the Exchange Offer Pricing Time on the Exchange Offer Pricing Date.
Securityholders whose Existing Securities Offered for Exchange are not accepted, or who do not participate in the Exchange Offer, will not be eligible to receive the Exchange Offer Consideration in exchange for such Existing Securities (and any other related payment) and shall continue to hold such Existing Securities subject to their terms and conditions.
The Issuer will have the absolute discretion at any time to accept for exchange any Existing Securities Offered for Exchange, in respect of which the Offers to Exchange which would otherwise be invalid or, in the sole opinion of the Issuer may otherwise be invalid.
The Issuer may reject any Offer to Exchange it considers at its sole and absolute discretion not to have been validly offered in the Exchange Offer and the Issuer is not under any obligation to any relevant Securityholder to furnish any reason or justification for refusing to accept such offers. For example, Exchange Instructions may be rejected and not accepted and may be treated as not having been validly offered in the Exchange Offer if any such offer does not comply with the requirements of a particular jurisdiction.
Any Existing Securities that are not successfully Offered to Exchange pursuant to the Exchange Offer will remain outstanding.
Settlement
                On the Settlement Date, subject to the satisfaction or waiver of the conditions to the Exchange Offer, the Issuer will procure that the Exchange Offer Consideration will be delivered to the Securityholders of Existing Securities in respect of Existing Securities of such Securityholders validly Offered for Exchange and accepted for exchange pursuant to the Exchange Offer, subject to the satisfaction of the Minimum Offer Amount and subject to the Maximum Acceptance Amount. In addition, on the Settlement Date, the Issuer will pay, or procure that there is paid, to Securityholders in respect of the Existing Securities of such Securityholders validly Offered for Exchange and accepted for exchange pursuant to the Exchange Offer a cash amount equal to any Accrued Interest, if applicable.
The Exchange New Securities will be delivered and cash payments made to the Clearing System accounts in which the relevant Existing Securities are held. The delivery of such Exchange New Securities and payment of such aggregate amounts to the Clearing Systems will discharge in full the obligation of the Issuer to all the relevant Securityholders in respect of the delivery of the Exchange New Securities or, as the case may be, the payment of any Accrued Interest and Cash Consideration Amounts.
                Exchange New Securities
                The Exchange New Securities will be euro denominated capital securities with a first call date of 24 November 2023, (being the Exchange New Securities First Call Date), to be issued by the Issuer. They will be issued in the denominations of €100,000 and integral multiples of €1,000 in excess thereof. 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.
                Standalone New Securities
                At or around the time of announcement of the Exchange Offer, the Issuer announced the intention to launch two series of new capital securities which are expected to be benchmark size and have a first call date of 24 November 2023 and 24 November 2026 respectively, the former being the "Standalone New Securities". The Exchange New Securities shall have the same first call date (being the Exchange New Securities First Call Date) as the Standalone New Securities. The Issuer intends to issue the Standalone New Securities (together with such second series as described above) on the Settlement Date. The issue of such Standalone New Securities (together with such second series as described above) remains at the sole discretion of the Issuer for any reason. The Standalone New Securities (together with such second series as described above) will be subscribed for by the relevant manager or managers, and the net proceeds of such Standalone New Securities (together with such second series as described above) will be used in accordance with the description in the Preliminary Offering Circular under "Use of Proceeds". 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 on the Settlement Date.
                For the avoidance of doubt, the Exchange Offer Memorandum does not constitute a prospectus within the meaning of Article 5.3 of the Prospectus Directive in respect of the Standalone New Securities and/or the Exchange New Securities.
                Standalone New Securities Issue Condition
                The Issuer is not under any obligation to accept for exchange Existing Securities Offered for Exchange pursuant to the Exchange Offer. The acceptance for exchange by the Issuer of Existing Securities validly Offered for Exchange pursuant to the Exchange Offer is at the sole discretion of the Issuer and Offers for Exchange may be rejected by the Issuer for any reason.
                The Issuer announced on the date of its Exchange Offer Memorandum its intention to issue the Standalone New Securities and the Exchange New Securities. Whether the Issuer will accept for purchase any Existing Securities validly Offered for Exchange for Exchange New Securities in the Exchange Offer is subject, without limitation, to (i) the pricing of the Standalone New Securities; (ii) 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 (iii) such subscription agreement remaining in full force and effect as at the Settlement Date (the "Standalone New Securities Issue Condition").
                For the avoidance of doubt, nothing in the Exchange Offer Memorandum or the electronic transmission thereof constitutes an offer to sell or the solicitation of an offer to buy the Standalone New Securities. Any investment decision to purchase any Standalone New Securities should be made solely on the basis of the information contained in the Offering Circular and no reliance is to be placed on any representations other than those contained in the Offering Circular. Subject to compliance with all applicable securities laws and regulations, the Offering Circular will be available from the Joint Lead Managers on request. 
                General Conditions of the Exchange Offer
                The Issuer expressly reserves the right, in its sole and absolute discretion, to delay acceptance of Offers to Exchange in the Exchange Offer in order to comply with applicable laws. In all cases, Offers to Exchange pursuant to the Exchange Offer will only be made after the submission of a valid Exchange Instruction in accordance with the procedures described in the Exchange Offer Memorandum including the blocking of the Existing Securities offered for exchange in the relevant accounts at the relevant Clearing System until the earlier of (i) the time of settlement on the Settlement Date, subject to the satisfaction of the Standalone New Securities Issue Condition and (ii) the date of any termination of the Exchange Offer (including where such Existing Securities are not accepted for exchange pursuant to the Exchange Offer) or on which the Exchange Instruction is revoked, in the limited circumstances described in, and only in accordance with the procedures set out in the Exchange Offer Memorandum. 
The failure of any person to receive a copy of the Exchange Offer Memorandum or any announcement made or notice issued by the Issuer in connection with the Exchange Offer, shall not invalidate any aspect of the Exchange Offer. No acknowledgement of receipt of any Exchange Instructions and/or other documents will be given by the Issuer or the Exchange Agent.
Exchange Instructions
The offering of Existing Securities for exchange by a Securityholder will be deemed to have occurred upon receipt by the Exchange Agent from the relevant Clearing System of a valid Exchange Instruction submitted in accordance with the requirements of such Clearing System. Only Direct Participants may submit Exchange Instructions. Each Securityholder that is not a Direct Participant must arrange for the Direct Participant through which such Securityholder holds its Existing Securities to submit a valid Exchange Instruction on its behalf to the relevant Clearing System before the deadlines specified by the relevant Clearing System.
The submission of a valid Exchange Instruction in accordance with the procedures set out in the Exchange Offer Memorandum will be revocable until the Exchange Offer Revocation Deadline (expected to be at the time of the New Issue Pricing Announcement) and will be irrevocable thereafter except in the limited circumstances described in the Exchange Offer Memorandum.
 
Expected Transaction Timeline
 
The following table sets out the expected dates and times of the key events relating to the Exchange Offer. This timetable is subject to change and dates and times may be extended or amended by the Issuer in accordance with the terms of the Exchange Offer as described in the Exchange Offer Memorandum. Accordingly, the actual timetable may differ significantly from the timetable below.
 




 
Event


Date and time

(all times are CET)




Commencement of Exchange Offer
Exchange Offer announced (including the Exchange Ratio and Exchange Spread) and Exchange Offer Memorandum available from the Exchange Agent.


14 May 2018




Standalone New Issue Pricing Date
Pricing and determination of the aggregate amount of Standalone New Securities to be issued, the Standalone New Securities Issue Yield, the Standalone New Securities Issue Price and the Standalone New Securities Coupon.


Expected to be 15 May 2018




New Issue Pricing Announcement
Announcement of the Exchange New Securities Issue Yield, the Exchange New Securities Issue Price, the Exchange New Securities Coupon and the aggregate amount of Standalone New Securities.


As soon as reasonably practicable on the Standalone New Issue Pricing Date




Exchange Offer Revocation Deadline
Exchange Instructions submitted prior to the Exchange Offer Revocation Deadline will be irrevocable after this time and any Exchange Instructions submitted after the Exchange Offer Revocation Deadline will be irrevocable, save in each case in the limited circumstances described in the Exchange Offer Memorandum
 


At the time of the New Issue Pricing Announcement




Expiration Deadline
Deadline for receipt by the Exchange Agent of all Exchange Instructions.


18 May 2018 at 17:00




Announcement of Indicative Acceptance Amount
Announcement, if any, by the Issuer in relation to the Exchange Offer of the indicative Acceptance Amount (including the applicable Pro-Ration Factor (if any)) 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




Exchange Offer Pricing Time and Exchange Offer Pricing Date
Determination of: (i) the Exchange Price, (ii) the Existing Securities Interpolated Mid-Swap Rate, (iii) the Acceptance Amount for the Existing Securities (including the applicable Pro-Ration Factor (if any)), and (iv) the Cash Consideration for each €1,000 of Existing Securities.
 


Expected to be at or around 12:00 (CET) on 21 May 2018




Exchange Offer Pricing and Results Announcement
Announcement by the Issuer in relation to the Exchange Offer setting out: (i) the Exchange Price, (ii) the Existing Securities Interpolated Mid-Swap Rate, (iii) the Acceptance Amount for the Existing Securities (including the applicable Pro-Ration Factor (if any)), (iv) the Cash Consideration for each €1,000 of Existing Securities, and (v) the Accrued Interest for each €1,000 of Existing Securities.


As soon as reasonably practicable after the Exchange Offer Pricing Time on the Exchange Offer Pricing Date.




Settlement
Subject to satisfaction of the Standalone New Securities Issue Condition, Settlement Date for the Exchange Offer, including (i) delivery of the Exchange New Securities and any Cash Consideration Amount, in exchange for the Existing Securities validly Offered for Exchange and accepted for exchange pursuant to the Exchange Offer and (ii) payment of Accrued Interest (if any).


Expected to be on 24 May 2018




 
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 Offer 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 Offer is set out in the Exchange Offer Memorandum. Banca IMI S.p.A., BNP Paribas, CaixaBank S.A., Citigroup Global Markets Limited, Commerzbank Aktiengesellschaft, Crédit Agricole Corporate and Investment Bank, Deutsche Bank AG, London Branch, Goldman Sachs International, ING Bank N.V., J.P. Morgan Securities plc, Merrill Lynch International, MUFG Securities EMEA plc, NatWest Markets Plc, Société Générale and UniCredit Bank AG are acting as the dealer managers (the "Dealer Managers") for the Exchange Offer.
Questions and requests for assistance in connection with the Exchange Offer 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
 
 


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
 


 




 


CaixaBank S.A.
CaixaBank S.A.
Paseo de la Castellana 7, 7th floor
28046 Madrid
Spain
 
Tel: +34 91 700 56 09 / 10
Fax / email: mlafont@caixabank.com, araguilar@caixabank.com, asanzpastor@caixabank.com
Attention: Miguel Lafont / Alvaro Aguilar / Antonio Sanz-Pastor


Citigroup Global Markets Limited
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
Tel: +44 20 7986 8969
Attention: Liability Management Group
Email:   liabilitymanagement.europe@citi.com
 


 




 


Commerzbank Aktiengesellschaft
Kaiserstrasse 16 (Kaiserplatz)
60311 Frankfurt am Main
Federal Republic of Germany
Tel:  +49 69 136 59920
Attention: Liability Management Group
Email:  Liability.Management@Commerzbank.com
 


Crédit Agricole Corporate and Investment Bank
12 place des Etats-Unis
CS 70052 92 547 Montrouge Cedex
France
Attention: Liability Management Group
Telephone:  +44 207 214 5903
Email: liability.management@ca-cib.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
Tel:  +44 (0)20 7774 9862
Attention: Liability Management Group
Email: liabilitymanagement.eu@gs.com
 


 




 


ING Bank N.V.
Foppingadreef 7
1102 BD Amsterdam
The Netherlands
Telephone: +31 20 563 2132
Attention: Liability Management Team
Email: liability.management@ing.com
 


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
 


 




 


Merrill Lynch International
2 King Edward Street
London EC1A 1HQ
United Kingdom
Attention: Liability Management Group
Tel: +44 207 996 5420
Email: DG.LM_EMEA@baml.com
 


MUFG Securities EMEA plc
Ropemaker Place
25 Ropemaker Street
London EC2Y 9AJ
United Kingdom
Tel.: +44 (0)20 7577 4048/4218
Attention: Liability Management Group
Email: DCM-LM@int.sc.mufg.jp
 


 




 


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


Société Générale
10 Bishops Square
London E1 6EG
United Kingdom
Telephone: +44 20 7676 7680
Attention: Liability Management
Email: liability.management@sgcib.com


 




 


UniCredit Bank AG
Arabellastrasse 12
D-81925 Munich
Germany
Telephone: +49 89 378 13722
Attention: Liability Management
Email: corporate.lm@unicredit.de
 


 










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 (0) 20 7704 0880
Attention: Paul Kamminga
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 Offer, 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 Offer.
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 Offer, 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 Offer 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 Offer 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 Offer. If any Noteholder 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 Offer that would permit a public offering of securities. The Exchange Offer Memorandum has been prepared on the basis that the Exchange Offer 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
The 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 the 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 the 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 Offer 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 Offer will represent that it is not participating in the Exchange Offer from the United States, that it is participating in the Exchange Offer 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 Offer 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 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 ("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
The 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 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 Exchange Offer. The Exchange Offer Memorandum and any other document or material relating to the Exchange Offer 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 Offer have been submitted to or will be submitted for approval or recognition to the Belgian Financial Services and Markets Authority and, accordingly, the Exchange Offer 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 Offer may not be advertised and the Exchange Offer will not be extended, and neither the Exchange Offer Memorandum nor any other documents or materials relating to the Exchange Offer (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 Offer. 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 Offer, the Exchange Offer Memorandum or any other documents or materials relating to the 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").
The 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 Offer 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 Offer 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 Offer will not be accepted from Securityholders in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky 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 Offer 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 Offer 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 the 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 Offer 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 company news service from the London Stock Exchange
 
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