Annual Report 2010 - Enel.com

For the sake of completeness, it should be pointed out
that the total actual dilution of the share capital as of the
end of 2010 as a consequence of the exercise of the stock
options assigned through the plans preceding the aforesaid
ones amounted to 1.31%.
As of March 2011, there are no authorizations for the
Board of Directors to either issue financial instruments
granting shareholding or to buy back shares.
Change of control clauses
A) The Credit Agreement for purchasing
Endesa shares
In order to finance the purchase of the shares of the
Spanish company Endesa SA, as part of the takeover bid
on the entire share capital of the said company by Enel,
its subsidiary Enel Energy Europe Srl and the Spanish
companies Acciona SA and Finanzas Dos SA (the latter
controlled by Acciona SA), in April 2007 Enel and its subsidiary
Enel Finance International SA (recently merged in
Enel Finance International NV) entered into a syndicated
term and guarantee facility agreement (hereinafter,
for the sake of brevity, the “Credit Agreement”) with a
pool of banks for a total amount of euro 35 billion. In
April 2009, Enel and Enel Finance International negotiated
with a pool of 12 banks an extension of the Credit
Agreement amounting to an additional euro 8 billion
and an extension (with respect to the deadlines provided
for by the aforesaid Credit Agreement) of the period established
for the repayment of this additional sum, with
the intention of financing the acquisition by Enel’s subsidiary
Enel Energy Europe Srl of the 25.01% of Endesa
SA’s share capital held by Acciona SA and Finanzas Dos
SA. Specifically, it was agreed that of the additional euro
8 billion obtained through the extension of the Credit
Agreement, euro 5.5 billion may be paid back in 2014
and the remaining euro 2.5 billion in 2016. Following
the acquisition by the subsidiary Enel Energy Europe Srl
of the 25.01% of Endesa SA’s capital held by Acciona SA
and Finanzas Dos SA, in June 2009 the aforesaid extension
of the Credit Agreement, amounting to euro 8 billion,
was entirely used. In December 2010, following the
repayments made, the remaining amount of the Credit
Agreement – including the aforesaid additional euro 8
billion – was euro 6.9 billion.
The Credit Agreement makes specific provisions for the
cases (hereinafter, for the sake of brevity, the “cases of
change of control”) in which (i) control of Enel is acquired
250 Enel Annual Report 2010
Corporate governance
by one or more parties other than the Italian government
or (ii) Enel or any of its subsidiaries contributes (including
through mergers) a substantial portion of the assets of the
Group to parties that are not part of the latter, so that the
Group’s creditworthiness is significantly compromised in
the opinion of the pool of banks.
Specifically, if one of the aforesaid hypothetical cases of
change of control occurs:
> each bank belonging to the pool may propose to renegotiate
the terms and conditions of the Credit Agreement
or communicate its intention of withdrawing
from the contract;
> Enel and its subsidiary Enel Finance International may
decide to advance the repayment of the sums received
and to cancel without penalties the entire financial
commitment assumed by each bank belonging to the
pool (i) with which the renegotiation of the terms and
conditions of the Credit Agreement has not been successful
or (ii) that has communicated its intention to
withdraw from the contract;
> each of the latter banks belonging to the pool may demand
the early repayment of the sums paid out and
the cancellation of the entire financial commitment it
assumed;
> in the event that none of the banks belonging to the
pool either proposes to renegotiate the terms and
conditions of the Credit Agreement or communicates
its intention to withdraw from the contract, the Credit
Agreement remains fully effective according to the
terms and conditions originally agreed on.
B) The revolving credit facility agreement
In order to meet general treasury requirements, in April
2010 Enel and its subsidiary Enel Finance International
SA (recently merged in Enel Finance International NV) entered
into a revolving credit facility agreement with a pool
of banks for a total amount of euro 10 billion and, at the
same time, terminated a previous agreement having the
same subject, entered into in 2005, for an amount of euro
5 billion.
This contract, which is currently in force, provides, as in
the contract which was terminated, for rules regarding
changes of control and the related effects that are essentially
the same as those in the Credit Agreement described
in paragraph A) above.