Enel Board of Directors approved the plan for the reorganisation of Group operations in Iberia and Latin America

The Board of Directors of Enel S.p.A. (“Enel”), chaired by Patrizia Grieco, late yesterday afternoon examined and approved the plan for the reorganisation of Group operations in Iberia and Latin America as well as the new organization structure set by the Chief Executive Officer.

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The main objectives of the plan for reorganizing the Group’s activities in Iberia and Latin America are as follows:

• to simplify the control chain and align the corporate structure with the organizational structure of the Group, thus creating the basis for the optimization of Group’s cash flows;
• to refocus the operations of Endesa S.A. (“Endesa”) as the leading company in the energy market in the Iberian peninsula, by means of a new business plan focused on the development of current business platforms as well as on the innovation of the energy model;
• to foster value creation for Endesa shareholders, also through the optimisation of its financial structure and the adoption of a stable and well-defined dividend policy.

Specifically the project is structured into the following phases:

• Corporate reorganization. Enel Energy Europe S.L., a company incorporated under Spanish law that is wholly-owned by Enel and which in turn holds 92.06% of Endesa, will submit a proposal for the acquisition of 60.62% interest held directly and indirectly by Endesa in the Chilean company Enersis S.A. (“Enersis”), parent company for the operations in Latin America. More specifically, the stakes to be acquired are 20.30% of Enersis held directly by Endesa, and 100% of Endesa Latinoamérica S.A., which in turn holds 40.32% of Enersis. The consideration of the transaction will be determined on market terms and conditions (“fair value”), using generally accepted international valuation procedures and methods, with the assistance of independent advisors, who will issue the associated fairness opinions;
• The distribution of an extraordinary dividend by Endesa. Together with the acquisition referred to in point 1, the shareholders’ meeting of Endesa will be asked to approve the distribution of an extraordinary  cash dividend which will be paid subject to the closing of the same acquisition. The dividend amount to be distributed will be at least equal to the consideration received by Endesa for the sale of Enersis interest.

The Board of Directors of Endesa has therefore appointed an internal Committee entirely comprised of independent members mandated to verify that the project is in line with the corporate interests of Endesa from an economic, financial, legal and strategic  standpoint. The Committee has also been mandated to submit to the Board of Directors the proposals deemed more appropriate relating to the project.