ELEQ: International Endesa: Acquisition
UK Regulatory Announcement
Attached is the Significant Event filed with the Superintendence of Securities
and Insurance of Santiago de Chile, by ENERSIS, an Endesa investee:
Pursuant to articles 9 and 10, paragraph 2 of the Securities Market Law
18,045, as well as regarding provisions of General Norm 346 of the
Superintendence, and duly authorized, I hereby inform you of the following
At a meeting held today, Enersis S.A.'s Board of Directors agreed, by the
unanimity of its members, to submit a voluntary public offer for the
acquisition of shares from the shareholders of its subsidiary Companhia
Energética do Ceará - COELCE (“Coelce”), located in the Federal Republic of
Enersis S.A. already controls and consolidates Coelce, through Endesa Brasil
S.A., which as of today, holds 58.87% of Coelce’s shares, which correspond to
91,66% of ordinary shares and 6.26% of preferred Class A shares.
Enersis S.A (“Offerer”), assisted by Itaú BBA S.A. Bank (“Itau BBA”), as an
intermediary, will promptly publish the prospectus (“Edital”) of the voluntary
public tender offer to acquire all the shares of every series issued by Coelce
(ordinary, preferred Class A, and preferred Class B) that are traded on the
market, at a price per share of R$ 49. This price will be paid up-front, on
February 20, 2014, in Brazilian official currency, following Brazilian
established legislation and regulations, this being a voluntary tender offer
in accordance with Instrução CVM N°361/2002. This price represents a 20.1%
premium compared to the volume weighted average price of preferred shares
Class A of the last 30 trading days up to and including January 13, 2014.
In the event that during the execution of this public tender offer, all
shareholders of Coelce sell their shares to Enersis S.A., this society would
have to disburse approximately $ 340.212 million Chilean pesos, or US$645
million, converted at an exchange rate of Ch$527.53 per US dollar, the
Observed Exchange Rate for January 14, 2014.
This transaction, as it is a purchase of an already controlled subsidiary,
does not impact the Financial Statements of Enersis S.A. and shall not modify
the values of the assets and liabilities of Coelce recorded in the
consolidated balance sheet of Enersis at the moment of the transaction. The
difference that occurs between the values recorded by Coelce and the value
disbursed by Enersis for the purchase, will be recorded in Equity (other
reserves) at the time at which the transaction is executed. At the time of
conclusion, the effects of the increased economic interest will be reflected
in the Financial Statements of Enersis S.A..
The acceptance of the public tender offer will be valid for 33 calendar days
beginning on January 16, 2014, the date of publishing of the Edital in
Brazilian media. The public tender offer auction will occur at 4:00 pm
(Brasilia time) on February 17, 2014. The other terms and conditions of the
public tender offer will be disclosed in the public tender offers’ Edital that
will be promptly published.
Please be advised that PricewaterhouseCoopers Brazil drafted Coelce’s
assessment report (“Laudo de Avaliação”), the Edital, and the Coelce’s
shareholders list. The documents will be available to interested parties
starting on January 14, 2014 at the Enersis, Coelce, Itaú BBA Bank,
BM&FBOVESPA S.A. – Bolsa de Valores, Mercadorias e Futuros-, and CVM’s
headquarters, as well as on the following web sites: www.coelce.com.br;
www.cvm.gov.br, www.bmfbovespa.com.br, www.enersis.cl and
This transaction is part of the process of use of proceeds raised by the
capital increase operation approved at the extraordinary shareholders’ meeting
held on December 20, 2012, which concluded successfully in March 2013 with the
subscription of the 100% of the new shares issued, raising close to US$ 2,400
million in cash.
Madrid, 15 January 2014
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