Any and All Tender Offer Results and Capped Max Amount Announcement by ENEL

ROME, Jan. 17, 2023 /PRNewswire/ -- ENEL – Società per Azioni, today announces that, in connection with its previously announced cash tender offer (the "Any and All Offer" or "Any and All Tender Offer") for any and all of its €750,019,000 Perpetual 5.5 Year Non-Call Capital Securities (ISIN:XS1713463716) (the "EUR Securities" or "Any and All Tender Offer Securities"), approximately €699,970,000 in aggregate principal amount of EUR Securities was validly tendered and not validly withdrawn on or prior to 5:00 p.m. CET (11.00 a.m. New York City time), on January 16, 2023 (the "Any and All Expiration Date"), in the aggregate amounts as shown in the table below.

The terms and conditions of the Any and All Tender Offer are described in the Offer to Purchase dated January 9, 2023 (including appendices and exhibits thereto) ("Offer to Purchase") and remain unchanged. Terms not defined herein shall have the meaning set out in the Offer to Purchase.

The following table sets forth certain information regarding the Any and All Tender Offer for the EUR Securities:

Any EUR Securities validly tendered and not withdrawn by the Any and All Expiration Date that are not accepted for purchase will be promptly unblocked in the relevant account of Euroclear or Clearstream or otherwise returned to the securityholder without cost. The settlement date is expected to occur on January 20, 2023 (the "Any and All Settlement Date").

Holders of EUR Securities validly tendered and not validly withdrawn on or prior to the Any and All Expiration Date and accepted for purchase by the Company will be eligible to receive the Any and All Total Consideration (as defined in the Offer to Purchase). All payments for EUR Securities purchased in connection with the Any and All Tender Offer will also include accrued and unpaid interest on the principal amount of EUR Securities purchased from the last interest payment date applicable to the EUR Securities up to, but not including, the Any and All Settlement Date. The accrued and unpaid interest is expected to be €3.904110 per €1,000 in nominal amount of EUR Security accepted for purchase.

In accordance with the terms of the Any and All Tender Offer, the Any and All Withdrawal Deadline was 5:00 p.m. CET (11.00 a.m. New York City time), on January 16, 2023. As a result, tendered EUR Securities may not be withdrawn.

Substantial Repurchase Event

As the Substantial Repurchase Event (as defined in the terms and conditions of the EUR Securities and being in the event that at least 80% of the aggregate principal amount of the EUR Securities issued on its issue date has been purchased by or on behalf of the Company and has been cancelled) is expected to occur, the Company intends exercise its option to redeem all of the outstanding EUR Securities after the Any and All Settlement Date at the applicable Early Redemption Price (as defined in the terms and conditions of the EUR Securities).

Removal of Capped Maximum Amount

The Company announces that the Capped Maximum Amount for the purposes of the tender offer in relation to the U.S.$1,250,000,000 8.750% Capital Securities due 2073 (X Receipts ISIN: US29265WAA62, N Receipts ISIN: US29265WAB46) ("USD Securities" or "Capped Tender Offer Securities", and together with the EUR Securities, the "Securities"), as described in the Offer to Purchase ("Capped Tender Offer"), is U.S.$1,250,000,000 (the "Capped Maximum Amount") and is hereby removed. As the Capped Maximum Amount is equal to the outstanding amount of the USD Securities, the Company will accept any and all validly tendered USD Securities. Therefore, no proration is expected to be applied in connection with the Capped Tender Offer.

Financing Condition

The Company also announces that the Financing Condition as described in the Offer to Purchase has been satisfied in respect of the Tender Offers.

Information Relating to the Tender Offers

BNP Paribas, BofA Securities Europe SA, Citigroup Global Markets Limited, Goldman Sachs International, HSBC Continental Europe, J.P. Morgan SE, Morgan Stanley & Co. International plc and NatWest Markets N.V. are acting as dealer managers for the Any and All Tender Offer (collectively, the "Any and All Tender Offer Dealer Managers"). BNP Paribas, BofA Securities Europe SA, Citigroup Global Markets Limited, Goldman Sachs International, HSBC Continental Europe, J.P. Morgan Securities LLC, Morgan Stanley & Co. International plc and NatWest Markets N.V. are acting as dealer managers in relation to the Capped Tender Offer (the "Capped Tender Offer Dealer Managers", and together with the Any and All Tender Offer Dealer Managers, the "Dealer Managers").

D.F. King & Co., Inc. is acting as tender agent in respect of the Any and All Tender Offer and Acupay System LLC is acting as tax certification and tender agent in respect of the Capped Tender Offer.

The Any and All Tender and Information Agent for the Any and All Tender Offers is:
D.F. King & Co., Inc.
48 Wall Street
New York, NY 10005
Banks and Brokers call: (212) 269-5550
All others call Toll Free: (800) 967-5068

In London:
65 Gresham Street
London EC2V 7NQ
United Kingdom
Telephone: +44 20 7920 9700

Email: [email protected]
Tender Offers Website: www.dfking.com/enel

This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell with respect to any securities. The solicitation of offers to sell the Securities is only being made pursuant to the terms of the Offer to Purchase. The Tender Offers are not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. None of ENEL or its affiliates, their respective boards of directors or similar governing bodies, the Dealer Managers, the information and tender agent or the applicable trustee is making any recommendation as to whether or not holders should tender their Securities in connection with the Tender Offers, and neither ENEL nor any other person has authorized any person to make any such recommendation.

About ENEL – Società per Azioni

Enel is a multinational power company and a leading integrated player in the world's power and gas markets, with a particular focus on Europe and South America. It manages a highly diverse network of power plants; hydroelectric, thermoelectric, nuclear, geothermal, wind, solar photovoltaic systems and other renewable sources. Press releases and financial information of ENEL/ENEL S.p.A. are available at www.enel.com.

Forward-looking Statements

The Company and its representatives may from time to time make certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 in this press release. Forward-looking statements may be identified by the use of words such as "plan," "expect," "target," "anticipate," "estimate," "believe," "forecast," "projected," "guidance," "outlook," "looking ahead," and other words of similar meaning. All statements that address our future operating performance or events or developments that we expect or anticipate will occur in the future are forward-looking statements.

SOURCE ENEL S.p.A.