Enel

Capital/Financing Update • Jun 15, 2021

Informazione Regolamentata n. 0116-45-2021		Data/Ora Ricezione 15 Giugno 2021 19:48:48	MTA
Societa'	:	ENEL
Identificativo Informazione Regolamentata	:	148774
Nome utilizzatore	:	ENELN07 - Giannetti
Tipologia	:	2.2
Data/Ora Ricezione	:	15 Giugno 2021 19:48:48
Data/Ora Inizio Diffusione presunta	:	15 Giugno 2021 19:48:49
Oggetto	:	Enel successfully completes the partial refinancing of four series of conventional bonds
Testo del comunicato

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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 SUCCESSFULLY COMPLETES THE PARTIAL REFINANCING OF FOUR SERIES OF CONVENTIONAL BONDS

• With the conclusion of the voluntary non-binding tender offer launched on June 8 th , 2021, Enel Finance International N.V. will repurchase in cash conventional bonds in euros for an aggregate nominal amount of 1,069,426,000 euros
• The success of the transaction will allow for the acceleration of the achievement of the Group's targets of sustainable finance sources on Group's total gross debt

Rome, June 15th , 2021 – The non-binding voluntary tender offer (the "Tender Offer"), launched on June 8 th by Enel Finance International N.V. ("EFI"), the Dutch-registered finance company controlled by Enel S.p.A.¹ , for the repurchase, and subsequent cancellation, of part of four outstanding series of conventional bonds in euros listed below, was completed:

• 2.5 billion euros Notes issued on September 17th , 2009, due September 14th , 2022 and 5.000% coupon (ISIN XS0452187916);
• 1.0 billion euros Notes issued on October 15th , 2012, due April 17th , 2023 and 4.875% coupon (ISIN XS0842659426);
• 1.5 billion euros Notes issued on January 27th , 2015, due January 27th , 2025 and 1.966% coupon (ISIN XS1176079843);
• 1.3 billion euros Notes issued on June 1 st , 2016, due June 1 st , 2026 and 1.375% coupon (ISIN XS1425966287).

In line with the Group's current Strategic Plan, the liability management transaction, together with the new issuance of the multi-tranche Sustainability-Linked bond launched on June 8 th, will further accelerate the achievement of the Group's targets of sustainable finance sources on Group total gross debt, set to 48% in 2023 and more than 70% in 2030.

Upon completion of the Tender Offer, EFI will repurchase in cash part of the aforementioned conventional bonds for an aggregate nominal amount of 1,069,426,000 euros. EFI 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 bonds to be repurchased originally set at a target maximum aggregate amount of 1 billion euros.

¹ Enel's rating: BBB+ (Stable) for Standard & Poor's, Baa1 (Stable) for Moody's and A- (Stable) for Fitch.

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

Security description	Amount accepted for purchase by EFI	Purchase Yield	Purchase Price	Accrued interest	Nominal amount outstanding after settlement date
€2,500,000,000.00 5.000% notes due September 14th 2022	€ 127,825,000.00	-0.450%	106.815%	€ 4,832,835.57	€ 1,948,931,000.00
€1,000,000,000.00 4.875% notes due April 17th 2023	€ 88,852,000.00	-0.450%	109.824%	€ 723,900.43	€ 585,295,000.00
€1,462,603,000.00 1.966% notes due January 27th 2025	€ 477,251,000.00	-0.341%	108.404%	€ 3,624,570.90	€ 985,352,000.00
€1,257,412,000.00 1.375% notes due June st 2026 1	€ 375,498,000.00	-0.249%	108.109%	€ 226,327.54	€ 881,914,000.00

The repurchase transaction is expected to be settled on June 17th , 2021 at the same time of the settlement of the issuance of the multi-tranche Sustainability-Linked bond launched by EFI on June 8 th, 2021.

EFI was assisted in the transaction by a syndicate of banks in which Banca Akros S.p.A. - Gruppo Banco BPM, Banco Bilbao Vizcaya Argentaria, Banco Santander, BNP Paribas, CaixaBank, Crédit Agricole, Deutsche Bank, Goldman Sachs, ING, Intesa Sanpaolo, J.P. Morgan, Mediobanca, Natixis, Société Générale and UniCredit acted as Dealer Managers.

*****

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 is an advertisement and 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. 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) 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 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.