Enel

Capital/Financing Update • Sep 8, 2020

Informazione Regolamentata n. 0116-68-2020		Data/Ora Ricezione 08 Settembre 2020 18:20:32	MTA
Societa'	:	ENEL
Identificativo Informazione Regolamentata	:	136721
Nome utilizzatore	:	ENELN07 - Giannetti
Tipologia	:	2.2
Data/Ora Ricezione	:	08 Settembre 2020 18:20:32
Data/Ora Inizio Diffusione presunta	:	08 Settembre 2020 18:20:33
Oggetto	:		Enel completes refinancing of hybrid bonds
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THIS ANNOUNCEMENT CANNOT BE DISTRIBUTED 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 ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.

ENEL COMPLETES REFINANCING OF HYBRID BONDS

• With the completion of the non-binding voluntary tender offer launched on September 1st, 2020, Enel will repurchase in cash its hybrid bonds for a total nominal amount of 250 million pounds
• The transaction is in line with the Group's financial strategy set out in the 2020-2022 Strategic Plan, which envisages the refinancing of 13.8 billion euros of outstanding debt by 2022

Rome, September 8th , 2020 – The non-binding voluntary tender offer ("Tender Offer") launched by Enel S.p.A. ("Enel" or the "Company")¹ on September 1st, 2020 to repurchase, and subsequently cancel, its 500 million pounds sterling hybrid bonds due September 2076, with first reset date, which is the first date for the optional redemption, on September 15th, 2021 (ISIN XS1014987355) and 6.625% coupon, was completed.

The transaction allowed for the completion of the refinancing of part of the non-convertible subordinated hybrid bond portfolio, in line with the Group's financial strategy set out in the 2020-2022 Strategic Plan, which envisages the refinancing of 13.8 billion euros of outstanding debt by 2022. The transaction is also in line with Enel's proactive approach to manage maturities and cost of the Group's debt, as part of the overall strategy to optimize financing operations.

As a result of the completion of the Tender Offer, the Company will repurchase in cash the abovementioned hybrid bonds for a total nominal amount of 250 million pounds. The Company has therefore exercised the right provided for by the terms and conditions of the Tender Offer to increase, at its sole discretion, the amount of the bonds to be repurchased, which was originally set at 200 million pounds.

The following table reports (i) the amount accepted for purchase by Enel, (ii) the purchase yield, (iii) the purchase price, (iv) the accrued interests, and (v) the nominal amount of the bonds outstanding after settlement date.

1 Issuer Rating BBB+ by S&P's, Baa2 by Moody's, A- by Fitch.

Security description	Amount accepted for purchase by Enel	Purchase Yield	Purchase Price	Accrued interests	Nominal amount outstanding after settlement date
£500,000,000.00 6.625% Capital Securities due September 15th, 2076	£250,000,000.00	0.856%	105.798%	£16,335,000.00	£250,000,000.00

The settlement of the repurchase transaction, as well as of the new perpetual hybrid bond issuance successfully launched on September 1 st , is scheduled for September 10th, 2020.

Enel was assisted in the transaction by a syndicate of banks, with Banco Bilbao Vizcaya Argentaria, BNP Paribas, Crédit Agricole CIB, Goldman Sachs International, J.P. Morgan, Santander Corporate & Investment Banking, Société Générale Corporate & Investment Banking and UniCredit Bank acting as Dealer Managers.

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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 in 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. 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 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)(a) to (d) 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.

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 of Regulation (EU) No. 2017/1129 ("Prospectus Regulation") and any applicable laws or regulations or other circumstances in which an exemption from the obligation to publish a prospectus applies, pursuant to article 1 of the Prospectus Regulation, Article 34-ter of Consob Regulation No. 11971 of 14 May 1999 and any laws or regulations or requirements imposed by CONSOB or any other Italian Authority.