Ministero dell’Economia e delle Finanze (“MEF”) announces the sale of 540,116,400 ordinary shares of ENEL S.p.A. (“ENEL” or “Company”) equal to approximately 5.74% of the capital of the Company. The Accelerated Book Building - “ABB”, reserved to qualified investors in Italy, as defined in art. 34-ter, comma 1, let. B, of Regolamento CONSOB n. 11971/1999, and international institutional investors (“Transaction”) has closed.
BofA Merrill Lynch, Goldman Sachs International, Mediobanca – Banca di Credito Finanziario S.p.A. and UniCredit Corporate & Investment Banking acted as Joint Bookrunners in the Transaction.
Following the sale, the stake held by MEF in ENEL decreased from 31.24% to 25.50% of the share capital of the Company. The aggregate proceeds of the sale of ENEL’s shares amount to approximately 2.2 billion Euro. The Transaction will be settled on March, 2nd.
MEF has agreed with the Joint Bookrunners not to sell into the market further shares of ENEL for a period of 180 days, subject to waiver by the Joint Bookrunners and customary exceptions.
EQUITA SIM S.p.A. and Clifford Chance assisted MEF during the Transaction, acting as financial advisor and legal advisor respectively.
The information contained in this announcement is for background purposes only and does not purport to be full or complete. Moreover the information in this announcement is subject to change. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. It may be unlawful to distribute this announcement in certain jurisdictions. These written materials are not for distribution in the United States, Canada, Australia or Japan or in any other jurisdiction where to do so would be unlawful. The information contained herein does not constitute an offer of securities for sale in the United States, Canada, Australia or Japan. This announcement does not constitute or form part of an offer to sell or the solicitation of an offer to buy the securities discussed herein. The securities mentioned herein have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act. There will be no public offer of the securities mentioned herein in the United States or in any other jurisdiction and may not be offered to the public in any jurisdiction. The distribution of this announcement and the offer and sale of the Shares in certain jurisdictions may be restricted by law and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The offer is not and will not be registered at the Commissione Nazionale per le Società e la Borsa (CONSOB) according to the applicable regulatory and legislative dispositions. Therefore the actions and any document related to them could not be offered, sold or distributed in the public in the Republic of Italy except for qualified investors, as defined in the art. 100 of D.Lgs. n. 58, 24 February 1998 (“Testo Unico Finanza”) and in the art. 34-ter of Regolamento CONSOB n. 11971 of 14 May 1999 (the “Regolamento Emittenti”), in any case as by time to time modified, or in other circumstances included in art. 100 of Testo Unico Finanza or in Regolamento Emittenti, in any case respecting the legislative and regulatory disposition or the requirement imposed by CONSOB or any other Italian Authority.