REG - Enel SpA - New Issue Pricing Announcement

Enel SpAAnnouncement

15/05/2018 18:05

RNS Number : 1951O
Enel SpA
15 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 NEW SECURITIES ISSUE YIELD, EXCHANGE NEW SECURITIES ISSUE PRICE, EXCHANGE NEW SECURITIES COUPON AND THE AGGREGATE NOMINAL AMOUNT OF THE STANDALONE NEW SECURITIES TO BE ISSUED
Rome, 15 May 2018. 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 in connection with its invitation to 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 €500,000,000 in aggregate principal amount (the "Maximum Acceptance Amount") 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 Issuer also hereby announces the aggregate nominal amount of the Standalone New Securities to be issued on the Settlement Date.
The Exchange Offer was announced on 14 May 2018 and was 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 Issue Yield, Exchange New Securities Issue Price and Exchange New Securities Coupon
The Issuer hereby announces that (a) the Exchange New Securities Issue Yield (which is the same as the yield for the Standalone New Securities) shall be equal to 2.625 per cent.; (b) the Exchange New Securities Issue Price (which is the same as the issue price for the Standalone New Securities) shall be equal to 99.375 per cent.; and (c) the Exchange New Securities Coupon (which is the same as the coupon for the Standalone New Securities) shall be equal to 2.500 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 €500,000,000.
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 Offer 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 18 May 2018 (subject to the right of the Issuer to extend, re-open and/or terminate the Exchange Offer, as applicable).
 
Announcement of Indicative Acceptance Amount, Results Announcement and Settlement
 
The Issuer is expected to announce the indicative Acceptance Amount for the Existing Securities (including the applicable Pro-Ration Factor (if any)) and the expected Exchange Offer Pricing Date and Exchange Offer Pricing Time, as soon as reasonably practicable on the Business Day immediately following the Expiration Deadline.
 
The determination of (i) the Exchange Price; (ii) the Existing Securities Interpolated Mid-Swap Rate; (iii) the final Acceptance Amount (including the final 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 is expected to take place at or around 12.00 (CET) on 21 May 2018 and an announcement will follow as soon as reasonably practicable thereafter.
 
Subject to the satisfaction of the Standalone New Securities Issue Condition, the 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) is expected to occur on 24 May 2018, 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 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 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 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.
 



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