UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14D-9/A
SOLICITATION/RECOMMENDATION
STATEMENT UNDER
SECTION 14(d)(4) OF
THE SECURITIES EXCHANGE ACT OF 1934
ENDESA,
S.A.
(Name
of
Subject Company)
ENDESA,
S.A.
(Name
of
Person Filing Statement)
Ordinary
shares, nominal value
€
1.20
each
American
Depositary Shares, each representing the right to receive one ordinary
share
(Title
of
Class of Securities)
00029274F1
(CUSIP
Number of Class of Securities)
Alvaro
Perez de Lema
Authorized
Representative of Endesa, S.A.
410
Park Avenue, Suite 410
New
York, NY 10022
(212) 750-7200
(Name,
address and telephone number of person
authorized
to receive notices and communications on
behalf
of
the person filing statement)
With
a
Copy to:
Joseph
B. Frumkin
Sergio
J. Galvis
Richard
A. Pollack
Angel
L. Saad
Sullivan &
Cromwell LLP
125
Broad Street
New
York, NY 10004
(212) 558-4000
|
o
|
Check
the box if the filing relates solely to preliminary communications
made
before the commencement of a tender offer.
|
IMPORTANT
LEGAL INFORMATION
This
document has been made available to shareholders of Endesa, S.A. (the "Company"
or "Endesa"). Investors are urged to read Endesa’s Solicitation/Recommendation
Statement on Schedule 14D-9, which was filed by the Company with the U.S.
Securities and Exchange Commission (the "SEC”) on August 3, 2007, as it contains
important information. The Solicitation/Recommendation Statement and other
public filings made from time to time by the Company with the SEC will be
available without charge from the SEC's website at www.sec.gov and at the
Company’s principal executive offices in Madrid, Spain.
Statements
in this document other than
factual or historical information are “forward-looking statements”.
Forward-looking statements regarding Endesa’s anticipated financial and
operating results and statistics are not guarantees of future performance and
are subject to material risks, uncertainties, changes and other factors which
may be beyond Endesa’s control or may be difficult to predict. No assurances can
be given that the forward-looking statements in this document will be
realized.
Forward-looking
statements may include,
but are not limited to, statements regarding: (1) estimated future earnings;
(2)
anticipated increases in wind and CCGTs generation and market share; (3)
expected increases in demand for gas and gas sourcing; (4) management strategy
and goals; (5) estimated cost reductions and increased efficiency; (6)
anticipated developments affecting tariffs, pricing structures and other
regulatory matters; (7) anticipated growth in Italy, France and elsewhere in
Europe; (8) estimated capital expenditures and other investments; (9) expected
asset disposals; (10) estimated increases in capacity and output and changes
in
capacity mix; (11) repowering of capacity; and (12) macroeconomic
conditions.
The
following important factors, in
addition to those discussed elsewhere in this document, could cause actual
financial and operating results and statistics to differ materially from those
expressed in our forward-looking statements:
|
·
|
Economic
and Industry Conditions
: Materially adverse changes in economic or
industry conditions generally or in our markets; the effect of existing
regulations and regulatory changes; tariff reductions; the impact
of any
fluctuations in interest rates; the impact of fluctuations in exchange
rates; natural disasters; the impact of more stringent environmental
regulations and the inherent environmental risks relating to our
business
operations; and the potential liabilities relating to our nuclear
facilities.
|
|
·
|
Transaction
or Commercial Factors
: Any delays in or failure to obtain necessary
regulatory, antitrust and other approvals for our proposed acquisitions
or
asset disposals, or any conditions imposed in connection with such
approvals; our ability to integrate acquired businesses successfully;
the
challenges inherent in diverting management's focus and resources
from
other strategic opportunities and from operational matters during
the
process of integrating acquired businesses; the outcome of any
negotiations with partners and governments; any delays in or failure
to
obtain necessary regulatory approvals (including environmental) to
construct new facilities or repower or enhance our existing facilities;
shortages or changes in the price of equipment, materials or labor;
opposition of political and ethnic groups; adverse changes in the
political and regulatory environment in the countries where we and
our
related companies operate; adverse weather conditions, which may
delay the
completion of power plants or substations, or natural disasters,
accidents
or other unforeseen events; and the inability to obtain financing
at rates
that are satisfactory to us.
|
|
·
|
Political/Governmental
Factors
: Political conditions in Latin America and changes in
Spanish, European and foreign laws, regulations and
taxes.
|
|
·
|
Operating
Factors
: Technical difficulties; changes in operating conditions and
costs; the ability to implement cost reduction plans; the ability
to
maintain a stable supply of coal, fuel and gas and the impact of
fluctuations on fuel and gas prices; acquisitions or restructurings;
and
the ability to implement an international and diversification strategy
successfully.
|
|
·
|
Competitive
Factors
: the actions of competitors; changes in competition and
pricing environments; and the entry of new competitors in our
markets.
|
Further
information about the reasons
why actual results and developments may differ materially from the expectations
disclosed or implied by our forward-looking statements can be found under “Risk
Factors” in our annual report on Form 20-F for the year ended December 31,
2006.
Except
as may be required by applicable
law, Endesa disclaims any obligation to revise or update any forward-looking
statements in this document.
This
Amendment to Schedule 14D-9 amends
and supplements the Solicitation/Recommendation Statement on Schedule 14D-9
originally filed by Endesa with the SEC on August 3, 2007 and amended from
time
to time thereafter. Except as otherwise indicated, the information
set forth in the original Schedule 14D-9 and previous amendments thereto
remains unchanged. Capitalized terms used but not defined herein have
the meanings ascribed to them in the original
Schedule 14D-9.
ITEM
9. EXHIBITS.
|
Exhibit No.
|
|
|
|
|
Exhibit(a)(2)(xlii)
|
|
Remarks
by Manuel Pizarro, Chairman of Endesa, at the EGSM held on September
25,
2007, and related Questions and Answers.
|
|
Exhibit(a)(2)(xliii)
|
|
Amendments
to Corporate Bylaws filed with Mercantile Registry: September
26,2007.
|
|
|
|
|
|
|
|
|
After
due inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement
is true, complete and correct.
|
Date:
September 26 , 2007
|
Endesa,
S.A.
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
Álvaro Pérez de Lema
|
|
|
|
Name:
Álvaro Pérez de Lema
Title:
Manager of North America Investor
Relations
|
Exhibit
(a)(2)(xlii)
Chairman’s
speech
Chairman
of ENDESA, Mr. Manuel Pizarro Moreno.
--As
I said not a minute ago, it is my great pleasure to address our honorary
chairmen, Feliciano Juster and Rodolfo Martín Villa, and our shareholders at
today’s meeting called to modify certain of the company’s bylaws. At the last
general meeting I presided over, I told you that it was one of the most
difficult addresses I had been called on to make in my long career. Today’s
however is one of the most straightforward speeches I have ever prepared as
I am
here to report factually on events, to go over the company’s bylaws and to make
a very brief speech. The CEO is not speaking today since the items on today’s
agenda are very specific and well-defined (...).
I
am simply going to go over three matters of record and will close my speech
with
a few brief words. The issues I will address are (i) why call an Extraordinary
Shareholders’ Meeting?, (ii) why modify some of the company’s bylaws, (iii) a
brief reference to the price, and little more, little more.
Firstly,
why an Extraordinary Shareholders’ Meeting? We have called an extraordinary
meeting because in this company we are very careful with formalities. In the
first instance, the Spanish Corporations Act stipulates that a change to the
company’s bylaws be ratified by its shareholders in extraordinary meeting
subject to a specific quorum. By extension, the request by the bidders to modify
certain articles of the company’s bylaws as an unconditional prerequisite to the
effectiveness of their takeover bid must be put before you in an extraordinary
meeting. These and only these are the changes being put before you today. Yes,
in this company we are very careful with formalities, since they nearly always
shape substance. Since the outset of the takeover bid, or since the beginning
of
the takeover process I should say, we have sought to distinguish clearly the
ongoing daily management of the company (...). This is why we set up a small
team, almost isolated, with the support of outside financial and legal advisors
naturally, to run the takeover process with the goal of bringing out the best
in
the company, to facilitate the companies in every way possible, to avoid
contaminating our everyday operations with what was essentially an extraordinary
process. This process was put to test in the ordinary shareholders' meetings,
where the company’s management was ratified by a super majority of the quorum.
Today we are here only to modify those articles of association that, as I say,
are an absolute prerequisite for the bidders so that all of you can then go
on
to decide whether to accept the prevailing public takeover bid. The takeover
process is a special process. We determined not to intervene in the
extraordinary events overtaking the company’s operations, and we have also been
very careful with timing. In a play on words, they say timing is more important
in politics than in grammar (...). There was once a Spanish king –one of the
greats- whose motto was to never to hold predetermined opinions, take rash
decisions or undertake risky actions. I think we have applied that motto here
at
the company (...). In the past, one of the bidders waived the condition of
modifying the bylaws and in the end a general shareholders’ meeting had to be
called off. This is why in this instance we did not start the ball rolling
on
the process until all the other requirements for finalising the takeover bid
were in place. That is why we have not put this proposal before you, our
shareholders, who are ultimately free to exercise your ownership rights, until
the anti-trust authorities and the Spanish securities regulator notified us
that
everything was in place for calling today’s meeting to modify the
bylaws.
This
is why we have called an extraordinary shareholders’ meeting and not put the
proposal before an ordinary shareholders’ meeting or tacked it on to the agenda
of another ordinary meeting. Parallel processes, distinct processes and the
determination not to let the takeover process interfere with the company’s
ordinary course of business.
Secondly,
the bidding process: the Board of Directors has voted in favour of the
modification because without it, our shareholders are not free to decide on
the
bids. This is why we propose that the company’s bylaws are modified in the terms
set forth in the agenda to today’s Extraordinary General Meeting.
The
proposals before you today essentially affect two conditions. The first is
the
limitation on becoming a member of the Board of Directors, i.e., the restriction
on competitors being represented on the Board of Directors. I am and will always
be in agreement with this limitation. One cannot participate in the functioning
of a governing body while also being aware of everything that is happening
at a
company that competes with it in the marketplace. This is a standard and basic
rule; unless a public takeover bid is formulated by entities that in good faith
are seeking to take control of the company (...), and they give the go-ahead
to
modifying this limitation. Since the anti-trust authorities have already ruled
in favour of the takeover, there is no further impediment to their participation
in the company’s governance.
The
second is the 10% limit on voting rights. Under normal circumstances, I believe
in the 10% limit. I believe in this limit under ordinary circumstances because
of the protection it affords shareholders. It constitutes a guarantee for all
shareholders that in a fundamentally democratic company such as ours there
are
equal rights and responsibilities for all (...). That is why anyone seeking
to
control more than 10% of the votes, more than 10% of the shares or the company’s
votes, must formulate a takeover bid addressed on identical terms to absolutely
all its shareholders. If this is not the case, voting rights are restricted
in
order to protect the rights of each and every shareholder. The idea is to ensure
equal treatment for all shareholders. This gives rise to a kind of formula
like
the one existing in insolvency proceedings, what is called in law
pax
conditio creditorum
, i.e., equal treatment for all shareholders. (...) to
do what is considered best for the company in accordance with the prospectus
presented to all shareholders.
At
present
two shareholders already own more than 46% of the company’s shares. On the other
hand (...) have sold. There is a bid outstanding at €40.16 directed at all
shareholders. No shareholders are prejudiced by this bid. However, we would
compromise shareholders' interests by not lifting the contemplated bylaw
restrictions. At the end of the day, I am left thinking something that has
occurred to me often: the person in charge of a company cannot put half a
company in a lawsuit against the other half of the company (...).
In
this regard, I would like to make it clear here and now that we are acting
consistently with the position we have maintained throughout the takeover
process to which we have been subjected. The Board and the entire company has
acted in favour of all the shareholders, who will ultimately decide what to
do
with their shares. I have explained why we called an extraordinary meeting,
why
we are proposing the bylaw modifications and now I will discuss why the Board
opined that the bid and its financial terms were fair. One of the stipulations
under the takeover code, perhaps the most important responsibility assigned
to
the Board, is that the Board of Directors issue an opinion on the terms of
a
bid. Throughout this process we have acted as a vigilant watchdog for the price
offered to shareholders: the price and terms of the bid. Before continuing
and
discussing the relative merits of the bid I would like to say something. It
is
written in the prospectus but I am also saying it here for the record: there
is
no agreement whatsoever between the bidders and the Chairman, the CEO or any
member of the management team. If there was we would say so. There is no
agreement in place; one could have been arranged but we did not want to. And
I
will tell you why: because an agreement of any kind could be interpreted as
favouring the bidders at the expense of the shareholders. It could have been
said of anything agreed that it came at the expense of a few cents for the
shareholders. So I say again, there is no agreement whatsoever in place between
the bidders and the Chairman, directors or anyone else for that
matter.
There
is a belief that the passivity rule benefits the bidder. Bidders hire their
own
lawyers and investment banks. The obligations imposed on the management of
the
target company are designed to protect the shareholders of that company. This
is
exactly so that the company’s managers never put their own interests before
those of its shareholders. That is the key. A company’s directors have to do two
things during a takeover process: to continue generating energy in this
instance, distributing it, selling it and charging for it and to continue to
pay
dividends, all while simultaneously defending their shareholders tooth and
nail,
which is what they are there for. That being said, the board voted unanimously
that €40.16 is a fair price. If we add in the bonuses and dividends paid to
shareholders, to those that have been with the company since the outset of
the
takeover process I mean, the amount is closer to €44.50, very near the €45
figure I had in my head as being the price that represented the value of this
company back then . As I have said, this figure represents the fundamental
valuation of our company. These facts and figures reflect the fact that between
us all we have built a great company; this is the company we are handing over
today to those wishing to take the baton.
Further,
it is my understanding that the interest displayed by the shareholders today
representing almost half the company’s share capital, and who are seeking to
obtain a comfortable majority through their public takeover bid, is the
recognition of the dedication and work of many people over many
years.
I
am finishing up; I promised a short speech. This is presumably the last speech
I
will have the honour of addressing to you. Therefore I would like simply to
express my gratitude as I may not have the chance again to thank you all at
once. Firstly I would like to express my thanks to the team organising today’s
meeting: to the Secretary to the Board, to Germán Jurado and to the entire
working team and custodian banks – a quorum of 93% is a miraculous achievement
that only a company such as this can aim for, a disciplined and professional
company that can count on the support and warmth of shareholders such as you
who
honour us with your presence and representation. Secondly I want to thank
everyone who has worked for and who works at ENDESA. I would like to embody
this
gratitude in the honorary chairmen. I would like to thank you all, especially
our former chairmen, for your constant support, your example and your wise
counsel. Your contributions have been of tremendous value to this board and
I
will never forget that.
Thank-you
to our employees, right down to the last worker or retiree, because you have
risen to the task and have all helped. In this instance I wish to embody my
gratitude in our CEO, Rafael Miranda, a loyal individual, for everything he
has
done for ENDESA this whole time. Together we have led an exciting process;
together. Certainly you and I have seen the best of the employees of this firm.
Together we were able to form a winning team of which I am proud. Many
thanks.
To
paraphrase Churchill, I would like to say that never was so much owed by so
many
shareholders to so few. And for this, many thanks.
Thirdly
I would like to thank all of you who helped us to get this far, to our
suppliers, all the institutions who have helped us – I am keeping the boxes –
tons of town councils. Many thanks to all. We have felt your warmth. I thank
the
media who with your criticism and support have helped us to get this far. I
wish
to thank everyone who has helped us who does not fall into these categories.
To
our lawyers: you have taught us that not everything is possible. In the end
I
believe that the people who do things very well live necessarily near the edge,
take risks and take the bull by the horns. But there needs to be sufficient
safety margin to ensure that we don’t go over the edge. Our lawyers have
followed this philosophy and I only have words of praise and thanks for them.
Of
course I also want to thank the banks and entities that have helped us. I think
that between us we have protected our shareholders’ interests to the end. The
fact that we are here today bears this out.
Lastly,
the Board of Directors. As they left I had the opportunity to talk about each
and every one of them. To those that are here, and those that are not, to the
last two to join our Board at the last general meeting, Borja Prado and Fernando
D'Ornellas, I am extremely grateful for your presence, company and support.
I
think that the entire Board has demonstrated efficiency, wisdom, discretion
and
last but not least, support. The Board is made up of honourable, worthy people.
In the end I think the Board has behaved in harmony with the two paradigms
I
studied at the University of Zaragoza, that of family patriarch and honourable
merchant. I would like to make special mention to Miguel Blesa of Caja Madrid.
Miguel, I reiterate what I said at the last shareholder meeting: you have acted
with elegance, honour and discretion. I think my colleague Piquer would be
thrilled to know that things can be accomplished at a savings bank by building
consensus and it is not necessarily incompatible to defend the interests of
the
savings bank and those of shareholders simultaneously. For this I congratulate
you. Many thanks.
Next
I want to reiterate something I've been saying throughout the process: when
it
is time to leave – in the end everything has its limits in this life – those
leaving do so with the satisfaction of having fulfilled their duty with honour
and dignity and the satisfaction of all the shareholders for all the work
performed.
And
last but not least I would like to thank all our shareholders. We have dedicated
the best of ourselves to you: thank-you for your support, faith and enthusiasm.
Thanks for staying with us to the end of the road. I only have words of
gratitude and praise for all of you. Life goes on and I will never forget your
support.
I
will wrap up with words of thanks for the bidders: you have bet on ENDESA,
you
have placed your faith in a worthwhile company. I am grateful for the tone,
manners and respect you have used on television throughout the process. Thank
you for responding in kind to the manners and respect we have wished to convey
to you. So thanks to you too.
I
am nearly finished. As Machado wrote, neither the future nor the past is set
in
stone: others will write the future, but in any event we are proud to know
that
it will be written on firm foundations underpinned by the work of many years
at
a company to which we have dedicated our best efforts. Of everyone who
participated in this epic corporate battle, bidders and non-bidders, as with
the
battle of Troy we can say: it was not a dream; I was one of them.
Thank
you.
SCHEDULE
OF SPEAKERS
Ms.
Rosario Pérez Rojo, representing one thousand shares, has the
floor.
--Because
Ms. Rosario is not present, Ms. Adela Ángeles Hijas (?) Muñoz, representing 200
shares, has the floor.
--Good
morning, everybody, good morning members of the Board, Mr. Chairman,
shareholders and all those present. Well, you will understand, I wanted to
speak
today because during previous meetings I had always said that I would never
dispose of the ENDESA shares, no matter what. This time, I have seen things
otherwise, mainly but not only based on the recommendation made to us by
the
Board of Directors and its Chairman. I would say the Chairman is the only
person
today who is worthy of complete trust; when referring to Chairman, let it
be
quite clear that I am referring to Mr. Pizarro. Let us not be confused as
to
Chairman.
So.
This has been the main reason,
because frankly, I did not know that Enel existed. The first time I heard
about
them was in that ad with some lyrical warbling, it seemed to me very tacky,
thank God they have taken it off. I knew absolutely nothing about Acciona;
I had
heard of Mr. Entrecanales, but nothing that I had heard inspired in me
sufficient trust or suspicion either to accept or reject the take-over bid.
The
recommendation of the Chairman does merit my total trust. This does not have
very much to do with it; but I am going to take advantage of the fact that
I am
here.
Look:
Mr. Pizarro, this has to do with the Barcelona power outage. The truth is,
when
this happened, I immediately thought that somebody had to be blamed, and
I
thought of the photograph of the Azores, of course. But they were further
away
and you were closer and with the flames being fanned, this was the time to
go
after you absolutely. Well, I would like to congratulate you for the
wonderful way in which you explained yourself. Even I, who with respect to
electricity only understand how to change the batteries in a transistor,
understood what you said. Because, in fact, a smooth flow of traffic on a
road
full of potholes is obviously difficult (…)
Thank
you and congratulations. And now it is over, because in no way do I want
to miss
this opportunity to have a special memory, and by special, you can all take
this
as you wish, and be sure that either way it will not be enough. I would like to
have, as I said, a special memory to Mr. (?) Gabarró, president of Gas Natural,
who very kindly offered to swindle us miserably, offering us 21 euros, half
of
which was payable in paper instruments, when it was worth at least 40.16
euros.
Mr. Gabarró: you will remain in oblivion for a millennium; you go from making
yourself ridiculous to making yourself more ridiculous. I believe you now
have
problems with Sonatrás. Let’s see if the next millennium will be better for you
because this one, my friend, has been a disaster.
I
think
that this is all, I would like to thank the board and the management team
for
your patience and for the firmness and interest with which you have defended
our
interests, and specifically Mr. Pizarro thank you very much, and God protect
you, because I suspect you are going to need it. Thank you.
(APPLAUSE)
--Thank
you very much Ms. Adela; thank you very much.
--The
stockholder Mr. Emilio Delgado Blanco, representing 150 shares, has the
floor.
--Thank
you very much. My name is Emilio Delgado Blanco and I represent a small minority
of 150 shares. I have three or four things I would like to say, which are
what I
think and feel. First: this company was built up with the sweat and hard
work of
all Spaniards; of all, directly or indirectly through their sweat from taxes.
Secondly. Who authorized the privatization? Why was there no national referendum
asking the true owners, since everybody paid taxes and contributed to promoting
this company? Third: Why was it decided to bring in foreign capital (…)? You,
Mr. Pizarro, fought and won in the defense of our interests, but how much
is the
sun worth, how much is the sea or the air worth? Thank you again for your
actions.
I
would like an answer to the following questions. Who authorized the sale
of the
Spanish company, giving access to foreign companies? Second: Who in fact
benefits from this? Third: Who gets, and how much do they get as a percentage
from this business transaction? I would also like to know the name and titles
of
the parties involved? And finally, how smart is he who sells what he does
not
sell above all what does not belong to him, and above all, how stupid is
he who
sells for a hundred what is worth a million. Thus is written the history
of
Spain. Thank you very much.
(APPLAUSE)
--I
will attempt to answer your questions, Emilio. Firstly, with respect to the
privatization, this was decided by the legitimate Government of Spain, from
which you should request accountability. I will tell something which annoyed
me
deeply: almost all the regulators sat on the ENDESA board, and they were
the
regulated parties. One cannot be at the same time a regulator and a regulated
party. Secretary of Industry, the Secretary of Treasury … , all public or all
private.
Who
authorized the sale to foreigners? There is an injunction which prevents
(…).
The Spanish Government has authorized it. Who benefits from this? The
purchasers, because they believe they are making a good deal, and the sellers
(…). During all ordinary stockholder meetings, I tell you, it is transparent,
and if you wish I will repeat this whenever you want. That is what I can
say.
--The
floor is given to the stockholder Mr. Miguel Torres Angulo, representing
43,800
shares.
--Mr.
Chairman and directors, ladies and gentlemen stockholders. The Chairman has
made
a poetic allusion and I am going to make another to start, and it relates
to a
verse in which the poet says at the end: that in all things in this world,
nothing is true nor is it a lie, it all depends on the color of the glass
through which you observe it. That is the crux off the matter because, if
colors
were made to adapt to tastes, we all have our own points of view and our
way of
focusing on this matter. We could continue in this vein for hours, but in
a
telegraphic vein, I am going to give an abstract of what I believe to be
appropriate. I have an appalling sore throat, but this is because I live
in the
Canary Islands, where we drink a lot of cold things.
The
first thing is that, when I was a law student at the end of the 50’s, when I
studied
business
law, because I had my grandfather and my father with shares, the telephone
company was a thing for widows. And we can say that we have been ENDESA
stockholders for sixty years; it was from Seville, from Zaragoza…, with this a
jewel was formed. There is no company with earnings ratios, etc., etc., etc.,
which had the expansion and improvement potential of ENDESA, and this now,
they
practically want to …, let’s see: The Law of Take-Over Bids does not say
anything, they want to carry out a forcible expropriation. The Constitution
says
that this can only be done in the public interest. To me the price is laughable,
laughable for the following reasons: during my working life I have been involved
in property registration, and in the expropriation orders which have passed
through my hands, and there have been many, the expropriated party was given
5%
by virtue of the affection and love he or she had for the property. The problem
of money is another thing, which is very …, it can be interpreted in many ways.
The people from Enel and Acciona say that they are going to give a gross
amount
of 40.5. The problem is that each one must show numbers as to how they acquired
them and how they sold them, and in my specific case, my numbers show that
they
are paying me at 35, because the majority goes to the Treasury, and I imagine
that the same thing will happen to the majority of people, taking into account
the fateful date of February 2006. They have given themselves, I am not going
to
say the pleasure, but yes the provocation to say: look what ENDESA has been
because soon it will be no longer; and this is not right.
Let’s
see … The problem is … oh, yes: the matter of the rate deficit, the fact that
this is all very well for this to exist in countries such as Venezuela, Bolivia,
etc. is shameful. Because I, for example, where I live is in the Canary Islands
and the energy prices on the electricity bill, compared to some eight years
or
so ago, have increased by 10%. Fuel oil has increased 70%. This then is the
problem and the heart of the matter. It would appear that in 2011 electricity
companies will be deregulated. If they were to be deregulated right now and
the
Government was not involved in the rates, something similar to what already
happened would take place, and I tell you this because in this not only do
I
have experience, … at the time when the Boyer Law and the Rental Law were in
force… with those commotions about take-over bids, which they say were not
hostile, but they are all hostile. Junk mortgages …, what they have to do is to
establish a branch in Las Vegas or in Europe, but the saver who has saved
with
tremendous effort, should not be a victim of these dirty tricks, not to mention
an even more vulgar word. I congratulate the management team and the Board
of
Directors for all they have done, except for a few minor things (…) Otherwise,
to quote for 18%. Well, no: it is better to set it aside in a reserve and
then
issue paid-up stock. And so: with respect to the future, I would simply like
to
know one thing: it would appear that the take-over bid conditions, last
Wednesday were submitted to the National Securities and Exchange Commission
or
something like that. I am on vacation (well, on vacation, because I am not
retired), but I am traveling (…) I recall that, if the newspapers do not lie,
Mr. Entrecanales once said, taking advantage of the synergies, that word
which
is so fashionable today, with respect to ENDESA with Acciona, the value of
ENDESA would be 58. The Chairman of Enel says they have made a very good
purchase. The Chairman, well the company itself, is not worthy of my trust;
they
do say this is the most inefficient company in Europe and of the nine directors,
seven are Italian (…) Nothing more; thank you very much.
(APPLAUSE).
--Thank
you very much, Miguel. I am going to make a couple of points, (with respect
to
(…) with respect to the situation of the majority stockholders, I am responsible
while I am here, and
for
what
happens now, you will have to read the brochure carefully, see the conditions
of
the bidders, and if you wish you can decide to remain or not.
--The
floor is given to stockholder Mr. Manuel Jaen López, representing 631
shares.
--Good
morning ladies and gentlemen, good morning, director of ENDESA. I am going
to
ask you a pertinent question: When EON submitted a take-over bid at 40 euros,
Mr. Entrecanales and the Italians said 41.30. It turns out that subsequently
I
have no idea what they have done, it has decreased to 40.16. Because they
say
that these 14 cents have been given as a dividend benefit. I believe that
this
is not the case. It is we ourselves who have paid those 14 cents: it was
not the
company, because it was 41.30 and it stays at 40.16. I would like to know
why we
stockholders are being pushed around like this when it had already been
published in the media that it would be 41.30. Where did this come from?
From
the President of the Government with his cronies, or from where? Because
what
these two stockholders have done is what Mr. Montilla wanted to do: defraud
the
stockholders; a subjugation. And I want you to answer me about this. Thank
you
very much.
--Thank
you very much, Manuel. The brochure prepared by the bidders, which is an
offer
agreement, said that the dividends paid as of the moment at which the offer
was
made through the time when it was liquidated would be deducted from the price
of
the take-over bid. We paid one euro and a bit and as of the time of the offer,
1.14 is deducted.
--The
floor is given to stockholder Ms. Beatriz Sola Caso, representing 500 shares
and
Ausbank.
--Good
morning, stockholders, directors, Mr. Chairman. Firstly, and on behalf of
the
banking services user association, I would like to take advantage of this
occasion to recognize here, at this last stockholders assembly held under
the
auspices of the current management team, the enormous courage of the current
Board of Directors, which has confronted with intelligence and courage the
frontal attack by one of the take-over bidders, one of the largest competitors
which, shielded by the current Government, offered for this company a truly
miserable price for the stockholders.
(APPLAUSE)
Ausbank
Consumo, in defense of the company stockholders and in defense of all the
consumers and users it represents, from the start opposed the Gas Natural
take-over bid. What happened is that it did this with a legal argument different
from that which in due time was used by ENDESA. Its argument was that the
interest of consumers had not been taken into account; the ENDESA argument
was
the free market. I remind you once more that Ausbank filed an administrative
litigation suit against the agreement of the Council of Ministers dated February
3, 2006, which authorized, with conditions, the Gas Natural take-over bid.
The
Supreme Court has still not resolved this
administrative
litigation suit. What the Supreme Court has done is to resolve the suit filed
in
due time by ENDESA (…) articles (…) had been violated.
Because
of all this, we would like, as of now, to admonish the Supreme Court, so
that it
once and for all issues a resolution with respect to the administrative
litigation suit filed by Ausbank. To render an opinion and state that this
cannot be; that the interests of the consumers must at all times be taken
into
account. I would like to inform you that Ausbank is going to continue being
an
ENDESA stockholder, and that it is going to continue representing the consumers;
and it is for this reason that we are going to follow very closely the
circumstances which occur from here on in at ENDESA. We would like to request
ENDESA to clarify the following points: firstly, competitive bids. We would
like
bids with imagination and innovation; but always within the framework of
legality. We must not forget what happened in the Caixa case, which found
obstacles to opening branches in Madrid and finally did so; or what also
happened with Iberdrola, which today has become one of the most important
companies in Spain, even more important than ENDESA. With respect to the
quality
of the supply: power outages such as that which occurred last summer in
Barcelona, the past in Madrid, etc., are unacceptable. We cannot expect more
from this great company; it is for this reason that we ask to be informed
with
respect to the ENDESA plan of action in this sense and with respect to the
measures to be adopted to guarantee the supply of so valuable a commodity
to all
consumers.
Finally,
we would like ENDESA to lead the debates which today are so essential in
Spain.
Firstly, the debate with regard to clean nuclear fuel. And secondly, the
debate
regarding renewable sources of energy or new sources of energy. But this
debate
cannot simply remain on the table. ENDESA must lead in renewable energy.
Finally, I would like to take advantage of the occasion to state that, since
the
director of Caja Madrid is here present, and they are going to obtain large
capital gains from this operation, on behalf of Ausbank, we would like to
ask
you to use these gains or a part of these gains to repay to the Caja Madrid
client lenders those amounts which have been illegally deducted from the
upward
rounding. With all this, simply give our consent to all the agreements which
have been proposed at this Stockholders Meeting and simply state that this
proceeding has been submitted to the notary to be attached to the minutes
of
this Stockholders Meeting, as set forth in the Mercantile Registry. Thank
you
very much.
--Thank
you very much, Ms. Beatriz, for your participation and your kind words. With
respect to the questions and competitive bids, we would have loved to have
had
competitive bids above 40.16. We would have liked to have had more bidders,
and
that the stockholders had a greater chance to choose. With respect to the
supply, I am avoiding the question. The first two ENDESA supply communities
are
Baleares and Canarias (…) the effort before is enormous, there are always
incidents, but we are trying to resolve them (...) thank you very
much.
--The
floor is passed to Mr. Carlos Freire Portas, representing 328
shares.
--Good
morning, Mr. Chairman of the Board, directors and stockholders. I could have
remained anonymous among the group of stockholders, and refrained from being
present. But, as
I
say (…)
My heart asked me to come here to say thank you. Not for one more General
Meeting; but rather to thank somebody who from the beginning, as of the Gas
Natural take-over bid, had the energy and the courage to defend the project
and
defend its stockholders tooth and nail within and outside Spain in all venues.
So, frankly, I am happy to see that Aragon did not just produce (…), good and
brave men. Thank you very much, Mr. Manuel Pizarro.
And
now, as a stockholder, I am going to ask you a favor. Please allow me to
jump
this invisible barrier separating the Board of Directors to shake your hand.
Thank you very much.
(APPLAUSE)
--The
floor is given to the stockholder, Mr. José María García Orozco, representing 52
shares.
--José
María García Orozco, representing 52 shares.
--The
floor goes to the stockholder, Ms Ana Cobalic.
--Good
morning, everybody. We all know that there have been so many illegal acts
that
the Government itself or the European Commission has taken the Spanish
Government to the European courts. Not long ago, I head that an appeal was
being
processed in court against all the illegal acts which have taken place. So
I ask
myself, why are we here doing this when there are matters still pending in
court. And, if the courts render a negative finding, what will happen to
the
take-over bid, what will happen with what we can sell, will the shares be
returned to us if in the end the take-over bid becomes effective …
--Thank
you very much Ms. Ana. Look, there are many attorneys here in this company,
I am
or I have been an attorney also. And we are scrupulous in observing the law.
At
this time there is no legal resolution filed against this take-over bid (…) If
at any time any of the proceedings out there were to cause annulment, I imagine
that the courts themselves would resolve appropriately. I once said that
late
justice is not justice. But look here: we have what we have and what I have
to
look at is what is best for the stockholders, and the best thing for the
stockholders is that there is no uncertainty at any time.
--You
may speak, if you wish, Ms. Ana … I will be happy to answer any
questions.
--You
talk about delayed justice and this can be a process which can be too drawn
out,
right?
--We
are following the procedures required by the National Securities and Exchange
Commission. And the procedures indicate that there is a process which ends
on
September 30, prior to which, and we are five days away from the process,
we
have to call the Extraordinary Stockholders Meeting, and that is my obligation,
and if not, I would have failed in my responsibility to you, to the stockholders
who want to do what they want to do, and to those who have the right to request
what is their due. And, with respect to any claim, please approach the
regulatory authorities.
--The
floor is given to the stockholder, Juan Manuel Agibra Sans, representing
3300
shares.
--Good
morning, and first of all, my thanks, Mr. Pizarro, as a minority stockholder,
for your management. Firstly, it appears that at the end you have lacked
energy
because to see ENDESA be dismantled must be very hard. On the other hand,
when
it was announced that the dividends would be subtracted, I find it hard to
believe that the bidders are now going to take nine months from the 2007
fiscal
year, during which no dividends have been distributed (…) Furthermore, there is
also a precedent, which was last year with Telefónica Móviles, when the company
made a dividend distribution prior to the take-over bid. I would propose
that
something like this be studied. Thank you very much for your
attention.
--Thank
you very much, Mr. Juan Manuel. Look: with respect to the dismantling of
the
Company, it’s what the brochure says: there are stockholders here who
hold 46%, who foreseeably will end up with over 51% and those with money
are in
charge (…) it is in the brochure, it has been announced, and anyone who is not
in agreement does not have to sell. My recommendation is to sell because
what I
don’t want, four years from now, if the dismantling occurs, is for you to say
to
me: you told me not to sell, there are companies exercising their property
rights, they are doing what they consider appropriate. This is what I would
recommend to my father or my brother or to my best friend.
I
have to follow the brochure (...).
--The
floor is given to stockholder Mr. Venancio González Gallego, representing 9,270
shares.
--Good
morning, first to the Chairman, the Board of Directors, and especially to
my
dear long-suffering stockholders. A round of applause for them.
Firstly,
last week and from Brussels, eleven of the twelve articles by the national
energy commission were vetoed because of its behavior. This is the third
take-over bid: first, second and third take-over bid. Vetoed by Brussels,
in
twelve articles. Now, I perceive a difficulty in this, and that is the majority
ownership by the Italian state, because Mr. Prodi and all the meddling
paraphernalia of his Republic, and evidently as they have said, it is not
one of
the most important in Europe. Third: the sale of the Spanish electrical grid,
you have sold, and that seems fine to me. You have obtained a gain of 78
million, and from what you owned you have been left with a residual. In some
cases this matter of ten years is not always satisfied (…) And I do not want to
go on; but really, in Italy let’s not deceive ourselves, as I said last week,
not even the Vatican, they are really dangerous. I believe that Acciona has
a
more fighting history, I have lived 40 years with MZ, which built up Ventas
Callao, Tajo Segura, and I am not going to wait. And they were really serious
businesses: Pedró Barrias (?) de la Maza…, and they always had blue and black
figures, never red, and very well managed. And I believe that they chose
between
Ferrovial and Entrecanales and preferred Entrecanales because they were a
more
serious concern. I believe that there is no need to fear Acciona, the most
dangerous are the Italians. Always by your side, Chairman, Manuel Pizarro
Moreno. Best wishes.
--Thank
you very much. With respect to the sale of the Spanish electrical grid, we
are
required to reach the end of the year with 1%. This is a legal imperative
which
has brought us to this and this is what we have done.
--Finally,
the floor is passed to the stockholder. Mr. Carlos Álvarez Álvarez, representing
one thousand shares.
--Not
present, so if you agree, we will continue with the General Stockholder Meeting.
The Secretary will now read the text of the agreements.
Exhibit(a)(2)(xliii)
RELEVANT
FACT
ENDESA
informs that the amendments to articles 32, 37, 38 and 42 of the Corporate
Bylaws approved at the Extraordinary Shareholders Meeting yesterday, September
25, 2007 have been duly registered with the Mercantile Registry
Salvador
Montejo Velilla
Secretary
of the Company and of the Board of Directors
Madrid,
September 26, 2007
Endesa (NYSE:ELE)
Historical Stock Chart
From Jun 2024 to Jul 2024
Endesa (NYSE:ELE)
Historical Stock Chart
From Jul 2023 to Jul 2024
