Enel

Capital/Financing Update • Dec 5, 2019

Informazione Regolamentata n. 0116-127-2019		Data/Ora Ricezione 05 Dicembre 2019 18:10:56	MTA
Societa'	:	ENEL
Identificativo Informazione Regolamentata	:	125566
Nome utilizzatore	:	ENELN07 - Cozzolino
Tipologia	:	2.2
Data/Ora Ricezione	:	05 Dicembre 2019 18:10:56
Data/Ora Inizio Diffusione presunta	:	05 Dicembre 2019 18:10:57
Oggetto	:	Enel exercises optional redemption on subordinated hybrid bond with a nominal value of 1,000 million euros issued in 2014
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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 EXERCISES OPTIONAL REDEMPTION ON SUBORDINATED HYBRID BOND WITH A NOMINAL VALUE OF 1,000 MILLION EUROS ISSUED IN 2014

The transaction is part of the Enel Group's strategy to optimise the structure of its liabilities through an active management of maturities aimed at reducing the cost of debt

Rome, December 5th , 2019 – Enel S.p.A. ("Enel" or the "Company") today exercised the optional redemption of the non-convertible, subordinated hybrid bond denominated in euros (ISIN XS1014997073), issued and listed on January 15th, 2014 on the Irish Stock Exchange "Euronext Dublin", with a nominal value of 1,000 million euros, paying a 5% coupon and maturing on January 15th, 2075 with a First Call Date on January 15th, 2020. The optional redemption was exercised through a notice delivered to the noteholders and subsequently published on the website of Euronext Dublin, in accordance with the terms and conditions provided for in the Offering Circular dated January 10th, 2014.

The transaction is part of the Enel Group's strategy to optimise the structure of its liabilities through an active management of maturities aimed at reducing the cost of debt.

On January 15th, 2020 (the First Call Date), Enel will pay the noteholders back the outstanding hybrid bond's nominal value equal to about 410 million euros, together with any interest accrued up to, the day before the First Call Date. That amount represents the outstanding amount resulting from liability management transactions carried out by the Company throughout the 2018-2019 period.

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.

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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, including restrictions applicable in the European Union to persons other than qualified investors as defined under article 2 of Prospectus Regulation (Regulation (EU) 2017/1129) as implemented in the relevant jurisdiction. 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 communication 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").

The documentation relating to the issue of the securities is not and will not be registered with the National Commission for Listed Companies and the Stock Exchange ("CONSOB") pursuant to applicable legislation. Therefore, the securities may not be offered, sold or distributed to the public in the Italian Republic except to qualified investors, pursuant to Art. 100 of Italian Legislative Decree No. 58 of 24 February 1998 (the "Consolidated Law on Finance") and Art. 34-ter of CONSOB Regulation No. 11971 of 14 May 1999 (the "Issuers' Regulations"), in each case as amended from time to time, or in other circumstances provided for in Art. 100 of the Consolidated Law on Finance or in the Issuers' Regulations, in each case in compliance with all legislative and regulatory provisions or requirements imposed by CONSOB or other Italian Authorities.

Any investment activity to which this communication relates will only be available to, and will only be engaged in with, relevant persons or, in the European Union, with qualified investors. Any person who is not a relevant person or a qualified investor or otherwise permitted under applicable law or regulation should not act or rely on this communication.