Enel

Capital/Financing Update • May 22, 2018

Informazione Regolamentata n. 0116-43-2018		Data/Ora Ricezione 22 Maggio 2018 10:31:50	MTA
Societa'	:	ENEL
Identificativo Informazione Regolamentata	:	104187
Nome utilizzatore	:	ENELN04 - Giannetti
Tipologia	:	2.2
Data/Ora Ricezione	:	22 Maggio 2018 10:31:50
Data/Ora Inizio Diffusione presunta	:	22 Maggio 2018 10:31:51
Oggetto	:	hybrid bond portfolio	Enel announces results of restructuring of
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ENEL ANNOUNCES RESULTS OF RESTRUCTURING OF HYBRID BOND PORTFOLIO

The exchange offer and tender offer are aimed at the active management of the maturities and cost of the Enel Group's debt, as envisaged in the 2018-2020 Strategic Plan

Rome, May 22nd, 2018 – Enel S.p.A. ("Enel" or the "Company")¹ completed the restructuring of its hybrid bond portfolio through the following liability management transactions: (i) a non-binding voluntary exchange offer ("Exchange Offer") for the repurchase of a hybrid bond maturing on January 15th , 2075, to be carried out in part through an increase in the amount of the new hybrid bond issued on May 15th, 2018 and in part through cash; and (ii) a non-binding voluntary tender offer ("Tender Offer") for the repurchase in cash of a hybrid bond maturing on January 10th, 2074.

The two transactions are aimed at the active management of the maturities and cost of the Enel Group's debt within the scope of a programme to optimise Enel's finance management outlined in the 2018-2020 Strategic Plan.

The transactions are scheduled to be settled, with the issue of the new hybrid bonds and payment of the consideration in cash, on May 24th, 2018.

Non-binding voluntary exchange offer

As a result of the conclusion of the Exchange Offer carried out by Enel from May 14th to May 18th, 2018, the Company will purchase a total of 250.019 million euros of the 1,000 million euro hybrid bond issued by Enel, maturing January 15th, 2075, (XS1014997073) with a first call date of January 15th, 2020. The consideration for that purchase will be composed of:

¹ Rating: BBB+ for S&P's, Baa2 for Moody's and BBB+ for Fitch.

• (i) an increase in the tranche denominated "NC5,5" (XS1713463716) of the new hybrid bond launched on May 15th, 2018 maturing on November 24th, 2078 with a first call date of November 24th, 2023, from an amount of 500 million euros to 750.019 million euros² ;
• (ii) a cash component totalling 20,909,088.97 euros.

Therefore, the Exchange Offer allows the holders of the hybrid bond maturing on January 15th, 2075 to exchange the latter before the first call date (January 15th, 2020) for new hybrid bonds with a later first call date (November 24th, 2023), issued with the increase in the size of tranche "NC5,5".

The following table reports (i) the acceptance amount by Enel, (ii) the exchange spread, (iii) the interpolated mid-swap rate, (iv) the exchange yield, (v) the exchange price, (vi) the exchange ratio, (vii) the total cash value, (viii) the accrued interest, (ix) the nominal value of the notes still in circulation following the payment date, and (x) the total nominal amount of the new notes offered in exchange.

Security description	Acceptance amount	Exchange Spread	Interpolated Mid-swap rate	Exchange Yield	Exchange Price	Exchange Ratio	Total cash value	Accrued interest	Nominal value of the notes still in circulation following the payment date	Total nominal amount of the new notes offered in exchange
€ 1,000,000,000.00 5% due January	€ 250,019,000.00	45 bps	-0.168%	0.282%	107.738	1:1	€ 20,909,088.97	1.767%		€ 749,981,000.00 € 250,019,000.00

Non-binding voluntary tender offer

15th 2075

As a result of the Tender Offer carried out by Enel from May 14th to May 18th , 2018, the Company will repurchase in cash the hybrid bond of 1,250 million euros maturing on January 10th, 2074 (XS0954675129) with a first call date of January 10th, 2019 in the total nominal amount of 731.744 million euros.

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

Security description	Amount acquired by Enel	Purchase Yield	Purchase Price	Accrued interest	Nominal amount outstanding after settlement date
€ 1,250,000,000.00 6,5% Notes due January 10th, 2074	€ 731,744,000.00	0.00%	104.114	2.386%	€ 518,256,000.00

² Consequently, the total value of the new hybrid bond launched on May 15th, 2018 has been increased to 1,500,019,000 euros from 1,250,000,000 euros.

Enel was assisted in the transactions by a syndicate of banks, of which Banca IMI, BNP Paribas, BoFA Merrill Lynch, Caixa Bank, Citigroup, Commerzbank, Credit Agricole, Deutsche Bank, Goldman Sachs, ING, J.P. Morgan, MUFG, NatWest Markets, Societé Generale and Unicredit acted 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. 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 and in which this announcement is circulated, published or distributed must inform themselves about and observe 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"). Any investment activity to which this communication 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 communication.