Enel

Capital/Financing Update • Jun 19, 2024

Informazione Regolamentata n. 0116-51-2024	Data/Ora Inizio Diffusione 19 Giugno 2024 07:22:29		Euronext Milan
Societa'	:	ENEL
Identificativo Informazione	:	192409
Regolamentata
Utenza - Referente	:	ENELN07 - Giannetti
Tipologia	:	2.2
Data/Ora Ricezione	:	19 Giugno 2024 07:22:29
Data/Ora Inizio Diffusione	:	19 Giugno 2024 07:22:29
Oggetto	:	Enel successfully places a multi-tranche 2 billion U.S. dollar Sustainability-Linked Bond with an average cost of about 4%
Testo del comunicato

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International Press Office Investor Relations

T +39 06 8305 5699 T +39 06 8305 7975 gnm@enel.com enel.com enel.com

ufficiostampa@enel.com investor.relations@enel.com

THIS ANNOUNCEMENT CANNOT BE RELEASED, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OR TO ANY PERSON LOCATED, RESIDENT OR DOMICILED IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (INCLUDING PUERTO RICO, THE US VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS) OR TO ANY PERSON LOCATED OR RESIDENT IN CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

DISCLAIMER

This announcement does not constitute or form part of any offer to sell or a solicitation of an offer to buy any securities in the US or any other jurisdiction. This announcement does not constitute a prospectus or other offering document. No securities have been or will be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state of the US or any other jurisdiction. No securities may be offered, sold or delivered within the United States or to, or for the account or benefit of, US Persons (as defined in Regulation S under the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable state or other securities laws of the US or any other jurisdiction. No public offering is being made in the United States or in any other jurisdiction where such an offering is restricted or prohibited or where such offer would be unlawful. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from the issuer and that will contain detailed information about the company and management, as well as financial statements. The distribution of this announcement may be restricted by applicable laws and regulations. Persons who are physically located in those jurisdictions in which this announcement is circulated, published or distributed must inform themselves about and observe any such restrictions.

This announcement is not an invitation nor is it intended to be an inducement to engage in investment activity for the purpose of Section 21 of the Financial Services and Markets Act 2000. This announcement is also directed only at (i) persons who are outside the United Kingdom, (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "Relevant Persons"). Any investment activity to which this announcement relates will only be available to, and will only be engaged in with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this announcement.

This announcement is not addressed to retail investors. The expression "retail investor" means: (i) a retail client as defined in point 11 of Article 4(1) of Directive 2014/65/EU ("MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point 10 of Article 4(1) of MiFID II; or (iii) a person that is not a qualified investor as defined in Regulation (EU) 2017/1129 (the "Prospectus Regulation").

The documentation relating to the issuance of the securities is not or will not be approved by the National Commission for Companies and the Stock Exchange (Commissione Nazionale per le Società e la Borsa, "CONSOB") under applicable law. Therefore, the securities may not be offered, sold or distributed to the public in the Republic of Italy except to qualified investors as defined in article 2(e) of the Prospectus Regulation and any applicable provisions of Italian laws or regulations or in other circumstances which are exempted from the rules of the public offering, pursuant to article 1 of the Prospectus Regulation, Article 34-ter of Consob Regulation No. 11971 of 14 May 1999 as amended from time to time, and the applicable Italian laws.

ENEL SUCCESSFULLY PLACES A MULTI-TRANCHE 2 BILLION U.S. DOLLAR SUSTAINABILITY-LINKED BOND WITH AN AVERAGE COST OF ABOUT 4% IN LINE WITH THE FUNDING COST ON THE EUROPEAN MARKET AND OVERALL ORDERS TOTALING AROUND 3 TIMES THE OFFER

• The issue is linked to the achievement of Enel's sustainable objective relating to the reduction of Scope 1 GHG emissions Intensity relating to Power Generation, contributing to the United Nations Sustainable Development Goal 13 (Climate Action) and in compliance with the Group's Sustainability-Linked Financing Framework
• In line with the Group's Strategic Plan, the new issue contributes to further accelerating the achievement of Enel's objectives related to the Group's total gross debt funded from sustainable finance sources, set at around 70% by 2026
• With this issue, Enel is the first Italy-based company to leverage on the support of two womenowned D&I (Diversity and Inclusion) Broker-Dealers acting as Co-Managers in the issuance, further demonstrating its commitment to fostering diversity and inclusion

Rome, June 19 th , 2024 – Enel Finance International N.V. ("EFI"), the finance company controlled by Enel S.p.A. ("Enel")¹ , launched a multi-tranche Sustainability-Linked Bond for institutional investors in the US and international markets for a total aggregate amount of 2 billion US dollars, equivalent to about 1.9 billion euros. The bond, guaranteed by Enel, was around 3 times oversubscribed, with total orders of approximately 5.6 billion US dollars.

Enel Group CFO Stefano De Angelis said: "The result of this placement, both in terms of demand and of issuance cost achieved, proves once again investor confidence in our financial and environmental sustainability strategy, as well as in the Sustainability-Linked Bond, an important tool supporting the achievement of Enel's strategic objectives, which aim to reduce greenhouse gas emissions across the entire value chain with the confirmed ambition to achieve zero emissions by 2040. We will continue on our long-term value creation and energy transition path with determination, through investments in networks, renewable energy and final customers."

The proceeds of the issuance are expected to be used in order to fund the Group's ordinary financing needs, including refinancing of maturing debt.

The transaction is linked to the achievement of Enel's sustainable objective relating to the reduction of Scope 1 GHG emissions Intensity relating to Power Generation, which contributes to the United Nations Sustainable Development Goal 13 (Climate Action) and is in compliance with the Group's Sustainability-Linked Financing Framework (the "Framework"), last updated in January 2024, confirming Enel's commitment towards financial and environmental sustainability.

The Framework is aligned with the International Capital Market Association's (ICMA) "Sustainability-Linked Bond Principles 2023" and the Loan Market Association's (LMA) "Sustainability-Linked Loan Principles 2023", as certified by the Second-Party Opinion Provider Moody's Investors Service.

¹ Enel's ratings: BBB (stable outlook) for Standard & Poor's, Baa1 (stable outlook) for Moody's and BBB+ (stable outlook) for Fitch.

Accordingly, the issuance is structured in the two following tranches, which are linked to the Key Performance Indicator of Scope 1 GHG emissions Intensity relating to Power Generation at Group level, measured in grams of CO2eq per kWh:

• 1,250 million US dollars at a fixed interest rate of 5.125%, with settlement date set on June 26th , 2024, maturing June 26th, 2029:
  • o the issue price has been set at 98.878% and the effective yield at maturity is equal to 5.384%;
  • o the interest rate will remain unchanged to maturity, subject to the achievement of the Sustainability Performance Target ("SPT"), equal to or less than 125gCO2eq/kWh at December 31st, 2026;
  • o if the above mentioned SPT is not achieved, a step-up mechanism will be applied, increasing the interest rate by 25 bps, as of the first interest period subsequent to the publication of the relevant assurance report issued by an external verifier;
• 750 million US dollars at a fixed interest rate of 5.500%, with settlement date set on June 26th , 2024, maturing June 26th, 2034:
  • o the issue price has been set at 98.379% and the effective yield at maturity is equal to 5.715%;
  • o the interest rate will remain unchanged to maturity, subject to the achievement of the SPT, equal to or less than 72gCO2eq/kWh at December 31st, 2030;
  • o if the above mentioned SPT is not achieved, a step-up mechanism will be applied, increasing the interest rate by 25 bps, as of the first interest period subsequent to the publication of the relevant assurance report issued by an external verifier.

The issue, which has an average duration of approximately 7 years, has an average cost in euros of approximately 4%, in line with the funding cost on the European market.

In line with the Group's Strategic Plan, the new Sustainability-Linked Bond contributes to further accelerating the achievement of Enel's objectives related to the Group's total gross debt funded from sustainable finance sources, set at around 70% by 2026.

Additional information on the rationale of the bond issue, the Framework and related Second Party Opinion issued by Moody's Investors Service are available to the public on the Enel website, at https://www.enel.com/investors/investing/sustainable-finance/sustainability-linked-finance.

With this issue, Enel is the first Italy-based company to leverage on the support of two women-owned D&I (Diversity and Inclusion) Broker-Dealers, namely Siebert Williams Shank & Co., LLC and R. Seelaus & Co., LLC, acting as Co-Managers in the issuance, further demonstrating its commitment to fostering diversity and inclusion.

The transaction was supported by a syndicate of banks, with Barclays, BNP Paribas, Bank of America, Citigroup, Crédit Agricole, Goldman Sachs, HSBC, IMI – Intesa Sanpaolo, J.P. Morgan, Mizuho, Morgan Stanley, MUFG, Société Générale, SMBC and Wells Fargo acting as joint-bookrunners.

In consideration of their characteristics, the issue was assigned a provisional rating of BBB by Standard & Poor's, BBB+ by Fitch and Baa1 by Moody's.

Not for release, publication or distribution in or into the United States, Canada, Japan or Australia, or any other jurisdiction where it is unlawful to do so.

Fine Comunicato n.0116-51-2024	Numero di Pagine: 5
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