Last checked at 5 Nov 2014 09:13
In accordance with article 82 of the Securities Market Act, ENDESA, S.A. (“Endesa”), hereby submits the following
SIGNIFICANT EVENT
The Board of Directors of Endesa, at its meeting held yesterday, adopted, inter alia, the following resolutions:
| I. | To take note of the fact that Enel Energy Europe, S.r.L (“Enel Energy”), which is wholly owned by Enel, S.p.A. and is the majority shareholder of Endesa (with a 92.063% stake), has resolved to launch a public offering of part of the shares in Endesa owned by Enel Energy. These will be offered to retail investors in Spain and qualified investors (the “Public Offering” or the “Offering”). The Initial Offering will represent approximately 17% of Endesa's share capital, which could increase to 22% including the green shoe option for 15% of the final amount of the Offering to be granted to the Global Coordinators. | |
| II. | Enel Energy and Endesa will agree not to transfer or issue Endesa’s shares during the 180 days following the settlement of the Offer | |
| III. | The terms and conditions of the Public Offering shall be laid down in the Prospectus drawn up pursuant to Commission Regulation 809/2994, of 29 April 2004, implementing Directive 2003/71/EC of the European Parliament and of the Council. The Prospectus has been approved by the Boards of Enel Energy and Endesa and is pending registration by the Spanish Securities Market Commission (known by its Spanish acronym CNMV). Subject to approval by the CNMV, the Offering is expected to commence on 7 November 2014. | |
| IV. | BBVA, Banco Santander, Credit Suisse and J.P. Morgan have been appointed Global Coordinators and underwriters of the tranche for qualified investors while Goldman Sachs International, Morgan Stanley & Co and UBS Limited have been appointed underwriters of the tranche for qualified investors. BBVA and Banco Santander will lead the placement syndicate for the retail offering. | |
| Madrid, 5 November 2014 |
This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by Endesa, S.A. in the United States or in any jurisdiction where such offer or sale would be unlawful.
This announcement is not intended for distribution, directly or indirectly, in the United States, Australia, Canada or Japan
In any EEA Member State, other than Spain, that has implemented Directive 2003/71/EC as amended (together with any applicable implementing measures in any member State, the “Prospectus Directive”), this communication is only addressed to qualified investors in that Member State within the meaning of the Prospectus Directive.
Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. This document does not solicit money, securities or any other type of consideration, and, if any is sent in response hereto, it will not be accepted.
The Public Offering Prospectus is pending to be approved by the Spanish Securities Market Commission.
Copyright Business Wire 2014