The Extraordinary Shareholders’ Meeting of Enel Green Power S.p.A. (“EGP”), meeting today in Rome and chaired by Alberto De Paoli, approved the non-proportional spin-off of EGP into Enel S.p.A. (the “Spin-Off”). The Extraordinary Shareholders’ Meeting of Enel S.p.A. (“Enel”) has also been called today following the EGP meeting to approve the Spin-Off.
More specifically, the Extraordinary Shareholders’ Meeting of EGP approved, without amendment or addition, the spin-off project (the “Spin-Off Project”), which envisages: – the assignment by EGP to Enel of the spun-off assets, essentially represented by
(i) the 100% stake held by EGP in Enel Green Power International B.V., a Dutch holding company that holds investments in companies operating in the renewable energy sector in North, Central and South America, Europe, South Africa and India; and
(ii) the assets, liabilities, contracts and other legal relationships associated with those investments (the “Spun-Off Assets”); and – the retention by EGP of all remaining assets and liabilities other than those that are part of the SpunOff Assets (and thus, essentially, all Italian operations and a small number of remaining foreign investments). Since the transaction involves a non-proportional spin-off, it envisages that
shareholders of EGP other than Enel may exchange all the shares they hold in EGP with Enel shares and Enel will exchange the shares corresponding to its stake in the Spun-Off Assets with Enel shares, which will be immediately cancelled in accordance with Art. 2504-ter, paragraph 2, and Article 2506-ter, paragraph 5, of the Italian Civil Code. The Spin-Off will be carried out on the basis of an exchange ratio of 0.486 newly issued Enel shares for each EGP share tendered for exchange (the “Exchange Ratio”), with no cash adjustment. As a result, as of the effective date of the Spin-Off, EGP will reduce its share capital by an amount equal to the value of the Spun-Off Assets, while Enel will increase its share capital to serve the Spin-Off. Specifically, the share capital of EGP will be reduced from the current total of 1,000,000,000 euros to a total of 272,000,000 euros. Enel will issue up to 770,588,712 new shares – which will rank for dividend pari passu and with a par value of one euro each – to be assigned to minority shareholders of EGP in accordance with the Exchange Ratio.