Enel

Delisting Announcement • Oct 31, 2016

Informazione Regolamentata n. 0116-94-2016		Data/Ora Ricezione 31 Ottobre 2016 10:40:25	MTA
Societa'	:	ENEL
Identificativo Informazione Regolamentata	:	80790
Nome utilizzatore	:	ENELN02 - Giannetti
Tipologia	:	IROS 02
Data/Ora Ricezione	:	31 Ottobre 2016 10:40:25
Data/Ora Inizio Diffusione presunta	:	31 Ottobre 2016 10:55:26
Oggetto	:	Merger between Endesa Americas and Chilectra Americas into Enersis Americas nearing conclusion
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MERGER BETWEEN ENDESA AMERICAS AND CHILECTRA AMERICAS INTO ENERSIS AMERICAS NEARING CONCLUSION

• The conditions precedent for the merger have been fulfilled: the number of withdrawals from shareholders who did not approve the merger did not exceed the limits defined for each of the three companies involved in the transaction
• The conditions precedent for the public tender offer launched by Enersis Americas for the Endesa Americas free float have been fulfilled

Rome/Santiago de Chile, October 31st , 2016 – Enel S.p.A. ("Enel") announces that its subsidiaries Enersis Americas S.A. ("Enersis Americas"), Endesa Americas S.A. ("Endesa Americas") and Chilectra Americas S.A. ("Chilectra Americas") have disclosed that, as the deadline to exercise withdrawal rights reserved to the companies' shareholders who did not approve the merger by incorporation of Endesa Americas and Chilectra Americas into Enersis Americas has expired, the conditions precedent for this merger have been fulfilled. More specifically:

• The entitled shareholders of Enersis Americas have exercised their right to withdraw within the maximum limit of 10% of the share capital of that company post-merger. Furthermore, following the withdrawals, no shareholder actually owns a larger stake than that provided by law, defined as 65% of Enersis Americas' share capital;
• The entitled shareholders of Endesa Americas have exercised their right to withdraw within the maximum limit of 10% of the company's share capital;
• The entitled shareholders of Chilectra Americas have exercised their right to withdraw within the maximum limit of 0.91% of the company's share capital.

The merger by incorporation will come into effect on the first day of the month following the month in which the companies involved will give written notice that the above conditions have been met.

Enersis Americas has also announced that, as a result of the above, the conditions precedent for the public tender offer launched on September 13th,2016 by Enersis Americas for the Endesa Americas free float have also been fulfilled, the offer period for which came to an end on October 28th, 2016. More details of the outcome of the public tender offer will be provided by Enersis Americas in the next few days in accordance with the regulations of the countries (i.e. Chile and the USA) in which the offer in question was launched.

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