Elqui Project – Enel Generación Chile
As reported by Enel Chile to the market, the proposal presented by Enel Chile’s Board of Directors will allow (i) Enel Chile, pursuant to the Merger, to participate indirectly in the non-conventional renewable energy generation business and assets that Enel Green Power develops and holds in Chile; and (ii) the shareholders of Enel Generación, pursuant to the Enel Generación Public Tender Offer (PTO), to participate in the ownership of Enel Chile and, consequently, in the conventional generation, non-conventional renewable generation, and energy distribution businesses.
The initiative is conditional to the success of a Shares Acquisition Public Tender Offer (PTO OPA) that Enel Chile will perform to acquire up to 100% of the shares issued by Enel Generación that are held by the minority shareholders of the latter. As an objective condition for the success of the latter, the terms and conditions of the PTO OPA shall require that all shareholders who agree to accept the PTO sell their shares in the OPA allocate a portion of the price in cash money they will receive to acquire first issued shares of in Enel Chile, and a portion of the price of the PTO OPA will be charged to the payment of the subscription price of the latter.
Enel Generación’s Board of Directors indicated in a meeting held on August 28, 2017, that the transaction operation constitutes a related-party transaction, and, as such, is subject to the rules established in title XVI of the Corporations Act 18,046.
The PTO OPA will be subject to the following conditions for its success: (i) that a statutory amendment has been approved at Enel Generación´s extraordinary shareholders' meeting that allows the deletion of the requirements of Title XII of the D.L. 3,500, of 1980, in order to eliminate the maximum limit of shareholding concentration, amounting to 65% of its issued capital, and other restrictions on share ownership; (ii) that Enel Chile’s shareholders' meeting has approved a capital increase that allows sufficient shares to be subscribed by the shareholders of Enel Generación who agree to accept the PTO to sell their shares in the OPA; and (iii) that, as a result of the PTO OPA, Enel Chile reaches a shareholding percentage in Enel Generación of more than 75%.
This proposal is currently under analysis and evaluation, and Shareholders' Meetings of the Companies involved have not yet passed a resolution on the matter.