REG - Enel SpA - Tender Offer

Enel SpAAnnouncement

14/05/2018 10:00

RNS Number : 9561N
Enel SpA
14 May 2018
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, OR TO ANY U.S. PERSON OR TO ANY OTHER PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.
ENEL - S.P.A. ANNOUNCES TENDER OFFER
Rome, 14 May 2018. ENEL S.p.A. (the "Offeror") hereby announces that it is inviting Securityholders of its outstanding €1,250,000,000 Capital Securities due 2074 (the "Securities") to tender any and all of such Securities, subject to the offer and distribution restrictions set out in the tender offer memorandum dated 14 May 2018 (the "Tender Offer Memorandum"), for purchase by the Offeror for cash (the "Offer") on the terms and subject to the satisfaction of the New Issue Condition and the other conditions set out in the Tender Offer Memorandum.
The Offer is made on the terms and subject to the conditions set out in the Tender Offer Memorandum prepared in connection with the Offer and is subject to the offer and distribution restrictions set out below. Capitalised terms used in this announcement and not otherwise defined have the meanings given to them in the Tender Offer Memorandum.
 




Securities


ISIN


Original Principal Amount


First Call Date


Coupon until First Call Date


Maturity Date


Purchase Yield to the First Call Date


Amount subject to the Offer






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


XS0954675129


€1,250,000,000


10 January 2019


6.5 per cent. per annum


10 January 2074


0.00%1


Any and all




1For information purposes only, the Purchase Price, determined in the manner described in the Tender Offer Memorandum, will be 104.114 per cent. (€1,041.14 for each €1,000 in nominal amount) if the Settlement Date is 24 May 2018. Should the Settlement Date be postponed, the Purchase Price will be recalculated and will be announced, for information purposes only, as provided in the Tender Offer Memorandum.
Rationale and Background for the Offer
The rationale for the Offer, and the intended issuance of New Securities and for the Exchange Offer (as defined below), is to proactively manage the Offeror's hybrid portfolio and debt structure. The Offer also provides Securityholders with the opportunity to switch into the New Securities (other than the Exchange New Securities) ahead of the First Call Date.
Securities purchased by the Offeror pursuant to the Offer will be cancelled and will not be re-issued or re-sold. Securities which have not been validly offered and accepted for purchase pursuant to the Offer will remain outstanding.
On or around the date hereof, the Offeror also launched an exchange offer (the "Exchange Offer") in respect of its €1,000,000,000 Capital Securities due 2075 (the "2075 Capital Securities"). The securities into which the 2075 Capital Securities will be exchanged will be the Exchange New Securities (as defined in the "New Issue Condition" below). Further details may be found in the exchange offer memorandum relating to such exchange offer, dated on or around the date hereof.
Details of the Offer
New Issue Condition
The Offeror is not under any obligation to accept for purchase Securities tendered pursuant to the Offer. The acceptance for purchase by the Offeror of Securities validly tendered pursuant to the Offer is at the sole discretion of the Offeror and tenders may be rejected by the Offeror for any reason.
The Offeror expects to announce today its intention to issue two series of new euro-denominated capital securities (the "New 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 of such two series comprising (i) new euro-denominated capital securities which are expected to be benchmark size and have a first call date of 24 November 2023 and which do not comprise of the Exchange New Securities (the "Standalone New Securities") and (ii) the securities into which the 2075 Capital Securities will be exchanged pursuant to the Exchange Offer and which will be issued as a single series with the Standalone New Securities and which will have the same yield and issue price as the Standalone New Securities. Whether the Offeror will accept for purchase any Securities validly tendered in the Offer is subject, without limitation, to (i) the pricing of the New Securities; (ii) the signing by the Offeror and the Joint Lead Managers of a subscription agreement for the purchase of, and subscription for, the New Securities and (iii) such subscription agreement remaining in full force and effect as at the Settlement Date (the "New Issue Condition").
For the avoidance of doubt, nothing in the Tender Offer Memorandum or the electronic transmission thereof constitutes an offer to sell or the solicitation of an offer to buy the New Securities. Any investment decision to purchase any New Securities should be made solely on the basis of the information contained in the offering circular relating to the New Securities (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.
Allocation of New Securities
The Offeror will, in connection with the allocation of potential New Securities, consider among other factors whether or not the relevant investor seeking an allocation of the New Securities has validly tendered or indicated a firm intention to tender the Securities pursuant to the Offer, and, if so, the aggregate principal amount of the Securities tendered or intended to be tendered by such investor. When considering any potential allocation of New Securities, the Offeror intends to give preference to those investors who, prior to such allocation, have tendered, or indicated their intention to tender, Securities. However, the Offeror is not obliged to allocate the New Securities to an investor which has validly tendered or indicated a firm intention to tender the Securities pursuant to the Offer. Any potential allocation of New Securities, while being considered by the Offeror as set out above, will be made in accordance with customary new issue allocation processes and procedures. In the event that a Securityholder validly tenders Securities pursuant to the Offer, such Securities will remain subject to such tender and the conditions of the Offer as set out in the Tender Offer Memorandum irrespective of whether that Securityholder receives all, part or none of any allocation of New Securities for which it has applied.
Acceptance of the Securities
Subject to the right of the Offeror to extend, re-open, withdraw, terminate or amend the terms and conditions of the Offer contained in the Tender Offer Memorandum, the Offeror will purchase for cash the Securities validly tendered by Securityholders and accepted by the Offeror. The Offeror intends to purchase any and all Securities validly offered for sale, subject to the right to accept or reject valid Tender Instructions in its sole and absolute discretion and for any reason.
There is no maximum acceptance amount in respect of the Securities and relevant tenders will not be subject to pro-ration.
 
Purchase Price
 
The Offeror will pay for the Securities accepted by it for purchase pursuant to the Offer, a price (expressed as a percentage rounded to three decimals, with 0.0005 rounded upwards) (the "Purchase Price") to be determined by reference to a yield of 0 per cent. (the "Purchase Yield to the First Call Date"). The Purchase Price will be determined in accordance with market convention and expressed as a percentage of the nominal amount of the Securities, and is intended to reflect a yield to the First Call Date of the Securities on the Settlement Date based on the Purchase Yield to the First Call Date. Specifically, the Purchase Price will be equal (a) the value of all remaining payments of principal and interest on the Securities up to and including the First Call Date, discounted to the Settlement Date at a discount rate equal to the Purchase Yield to the First Call Date, minus (b) the Accrued Interest.  See "Accrued Interest Payment" below.
 
The calculation of the Purchase Price and the Accrued Interest for Securities validly tendered in the Offer and accepted for purchase by the Offeror will be made by the Dealer Managers on behalf of the Offeror, and such calculations will be final and binding on the Securityholders, absent manifest error.
 
Accrued Interest Payment
In addition to the Purchase Price, in respect of all Securities validly tendered and delivered and accepted for purchase by the Offeror pursuant to the Offer, the Offeror will pay Accrued Interest.
Tender Instructions
In order to participate in, and be eligible to receive the Purchase Price pursuant to the Offer, Securityholders must validly tender their Securities by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by 5.00 p.m. (CET) on 18 May 2018. Tender Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum.
Tender Instructions in respect of the Securities must be submitted in respect of a minimum nominal amount of the Securities of no less than €100,000 and may thereafter be submitted in integral multiples of €1,000 in excess of the relevant minimum denomination.
Expected Transaction Timeline




Events


Times and Dates




Commencement of the Offer


14 May 2018




Expiration Deadline


5.00 p.m. (CET) on 18 May 2018




Announcement of Final Results


At or around 10.00 a.m. (CET) on 21 May 2018




Settlement Date


Expected to be 24 May 2018




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




Questions and requests for assistance in connection with the 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 - Capital Markets
Paseo Castellana 7, 7th Floor
28046 Madrid
Spain
Attention: Liability Management Team, Miguel Lafont / Antonio Sanz-Pastor / Alvaro Aguilar
Email: mlafont@caixabank.com, asanzpastor@caixabank.com, araguilar@caixabank.com
 


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
Fax: +44 (0)20 7774 2330
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@natwestmarkets.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 Tender Instructions including requests for a copy of the Tender Offer Memorandum may be directed to:




THE TENDER AGENT




Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London
WC1H 8HA
United Kingdom
Tel:  +44 (0) 20 7704 0880
Attention: Thomas Choquet/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 Offer, the Securities and the Tender 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 tender any or all of its Securities for purchase pursuant to the Offer.
None of the Dealer Managers, the Tender Agent or any of their respective directors, employees or affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Offer contained in this announcement or in the Tender Offer Memorandum. None of the Dealer Managers, the Tender Agent or any of their respective directors, officers, employees, agents or affiliates is acting for any Securityholder, or will be responsible to any Securityholder for providing any protections which would be afforded to its clients or for providing advice in relation to the Offer, and accordingly none of the Dealer Managers, the Tender Agent or any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for any failure by the Offeror to disclose information with regard to the Offeror or the Securities which is material in the context of the Offer and which is not otherwise publicly available.
None of the Dealer Managers, the Tender Agent, the Offeror or any of their respective directors, employees or affiliates make any representation or recommendation whatsoever regarding the Offer, or any recommendation as to whether Securityholders should tender Securities in the Offer.
Disclaimer
This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offer. If any Securityholder is in any doubt as to the contents of this announcement or the Tender 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 Tender Offer Memorandum constitutes an invitation to participate in the Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws and regulations. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by laws and regulations. Persons into whose possession either this announcement or the Tender Offer Memorandum comes are required by each of the Offeror, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.
United States
The Offer is not being made and will not be made, 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 any U.S. Person (as defined in Regulation S of the United States Securities Act of 1933, as amended (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 this announcement, the Tender Offer Memorandum and any other documents or materials relating to the 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 Securities cannot be tendered in the 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 tender of Securities in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Securities 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 will be invalid and will not be accepted.
Each holder of Securities participating in the Offer will represent that it is not a U.S. Person located in the United States and is not participating in the Offer from the United States, 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 Offer from the United States and who is not a U.S. Person. For the purposes of this and the above paragraph, "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 this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offer is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order")) or persons who are within Article 43(2) or 49 of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.
France
The Offer is not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither this announcement nor the Tender Offer Memorandum nor any other documents or materials relating to the Offer have been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) other than individuals, in each case acting on their own account and all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code Monétaire et Financier, are eligible to participate in the Offer. This announcement, the Tender Offer Memorandum and any other document or material relating to the Offer have not been and will not be submitted for clearance to nor approved by the Autorité des marchés financiers.
Belgium
Neither this announcement nor the Tender Offer Memorandum nor any other documents or materials relating to the Offer have been submitted to or will be submitted for approval or recognition to the Belgian Financial Services and Markets Authority and, accordingly, the 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, as amended or replaced from time to time. Accordingly, the Offer may not be advertised and the Offer will not be extended, and neither this announcement nor the Tender Offer Memorandum nor any other documents or materials relating to the 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 "qualified investors" within the meaning of Article 10 of the Belgian Law of 16 June 2006 on public offerings of investment instruments and the admission of investment instruments to trading on regulated markets (as amended from time to time).
Italy
Neither the Offer, this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offer have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB").
The Offer is being carried out in the Republic of Italy as an 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, paragraph 4, of CONSOB Regulation No. 11971 of 14 May 1999 (the "Issuers' Regulation").
Securityholders or beneficial owners of the Securities can tender some or all of their Securities pursuant to the 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 Securities or the Offer.
General
Neither this announcement nor the Tender Offer Memorandum nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Securities (and tenders of Securities for purchase pursuant to the 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 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 in any such jurisdiction, the Offer shall be deemed to be made by the Dealer Manager or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.
In addition to the representations referred to above in respect of the United States, each Securityholder participating in the Offer will be deemed to give certain representations in respect of the other jurisdictions referred to above and generally as set out in the Tender Offer Memorandum. Any tender of Securities for purchase pursuant to the Offer from a Securityholder that is unable to make these representations will not be accepted.
Each of the Offeror, the Dealer Managers and the Tender Agent reserves the right, in its sole and absolute discretion, to investigate, in relation to any tender of Securities for purchase pursuant to the Offer whether any such representation given by a Securityholder is correct and, if such investigation is undertaken and as a result the Offeror determines (for any reason) that such representation is not correct, such tender or submission may be rejected.
 
This announcement has been issued through the Companies Announcement Service of Euronext Dublin
 



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