Endesa Sa - Amended Statement of Beneficial Ownership (SC 13D/A)
06 October 2007 - 7:13AM
Edgar (US Regulatory)
|
|
|
|
OMB APPROVAL
|
|
|
OMB Number: 3235-0145
|
|
|
Expires: February 28, 2009
|
|
|
Estimated average burden hours per response...14.5
|
|
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 21)*
Endesa, S.A.
(Name of Issuer)
American
Depositary Shares, each representing the right to receive one
ordinary share,
nominal value
1.20 each Ordinary Shares, nominal value
1.20 each
(Title of Class of Securities)
00029258N-10-7
(CUSIP Number)
ENEL Società per Azioni
Viale Regina Margherita 137
00198 Rome
Italy
Attention: Department of Corporate Affairs
+39 06830 52783
Copy to:
Michael Wolfson
Simpson Thacher & Bartlett LLP
One Ropemaker Street
London EC2Y 9HU
+44 (0)207 275 6500
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 5, 2007
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule
13d-1(e), 13d-1(f) or 13d-1(g), check the following box
NOTE: Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons initial filing
on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed
for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the Act), or
otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
TABLE OF CONTENTS
SCHEDULE 13D
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO.
ENEL Società per Azioni
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
þ
*
|
|
(b)
o
|
|
|
|
|
*ENEL Società per Azioni and Enel Energy Europe Società a
Responsabilità Limitata, which is a wholly owned subsidiary of
ENEL S.p.A., share voting and dispositive power for 709,923,858
ordinary shares, nominal value
1.20 each of
Endesa, S.A., and are members of a
group and have jointly filed this statement on Schedule 13D.
ENEL S.p.A. and Enel Energy Europe S.r.L. also may be deemed to
be part of a group with Acciona, S.A. and Finanzas Dos, S.A. as
a result of the Cooperation Agreement described in Item 4 of
this statement on Schedule 13D. In addition, ENEL S.p.A.,
Enel Energy Europe S.r.L., Acciona, S.A. and Finanzas Dos, S.A. may be deemed to be part of a group with E.ON
Aktiengesellschaft as a result of the Settlement Agreement described
in Item 4 of this Schedule 13D. However, neither the filing of
this statement on Schedule 13D nor any of its contents shall be
deemed to constitute an admission by ENEL S.p.A. or Enel Energy
Europe S.r.L. that it is the beneficial owner of any ordinary
shares held by Acciona, S.A., Finanzas Dos, S.A. or E.ON
Aktiengesellschaft for the
purposes of Section 13(d) of the U.S. Securities Exchange Act
of 1934, as amended, and ENEL S.p.A. and Enel Energy Europe
S.r.L. expressly disclaim such beneficial ownership.
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
WC, BK
|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Italy
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
709,923,858**
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
709,923,858**
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
709,923,858**
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
|
|
þ
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
67.05% shares
in respect of which each Reporting Person has or shares voting power
and
dispositive power**(***)
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
CO
|
-2-
|
|
**
|
Does not include 264,793,905 ordinary shares that are beneficially owned by Acciona, S.A. and
Finanzas Dos, S.A., as reported in Amendment No. 7 to the statement on Schedule TO-T filed on
October 5, 2007 by Acciona, S.A., ENEL S.p.A. and Enel Energy Europe S.r.L., of which (a)
53,043,481 ordinary shares are held by Acciona, S.A. and (b) 211,750,424 ordinary shares are
held by Finanzas Dos, S.A. Neither the filing of this statement on Schedule 13D nor any of
its contents shall be deemed to constitute an admission by ENEL S.p.A. or Enel Energy Europe
S.r.L. that it is the beneficial owner of any ordinary shares held by
Acciona, S.A.,
Finanzas Dos, S.A. or E.ON
Aktiengesellschaft for purposes of Section 13(d) of the U.S. Securities Exchange Act of
1934, as amended, and ENEL S.p.A. and Enel Energy Europe S.r.L. expressly disclaim such
beneficial ownership.
|
|
***
|
Based on 1,058,752,117 ordinary shares, nominal value
1.20 each, of Endesa, S.A. outstanding
as reported in the CNMV
Comisión Nacional del Mercado de Valores
website. Figure rounded.
The actual percentage is 67.053% as of the date of this statement on Schedule 13D.
|
-3-
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO.
Enel Energy Europe Società a Responsabilità Limitata
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a)
þ
|
|
(b)
o
|
|
|
|
|
*ENEL Società per Azioni and Enel Energy Europe Società a
Responsabilità Limitata, which is a wholly owned subsidiary of
ENEL S.p.A., share voting and dispositive power for 709,923,858
ordinary shares, nominal value
1.20 each of
Endesa, S.A., and are members of a
group and have jointly filed this statement on Schedule 13D.
ENEL S.p.A. and Enel Energy Europe S.r.L. also may be deemed to
be part of a group with Acciona, S.A. and Finanzas Dos, S.A. as
a result of the Cooperation Agreement described in Item 4 of
this statement on Schedule 13D. In addition, ENEL S.p.A.,
Enel Energy Europe S.r.L., Acciona, S.A. and Finanzas
Dos, S.A. may be deemed to be part of a group with E.ON
Aktiengesellschaft as a result of the Settlement Agreement described
in Item 4 of this Schedule 13D. However, neither the filing of
this statement on Schedule 13D nor any of its contents shall be
deemed to constitute an admission by ENEL S.p.A. or Enel Energy
Europe S.r.L. that it is the beneficial owner of any ordinary
shares held by Acciona, S.A., Finanzas Dos, S.A. or E.ON
Aktiengesellschaft for the
purposes of Section 13(d) of the U.S. Securities Exchange Act
of 1934, as amended, and ENEL S.p.A. and Enel Energy Europe
S.r.L. expressly disclaim such beneficial ownership.
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
WC, BK
|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Italy
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
709,923,858**
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
709,923,858**
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
709,923,858**
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
|
|
þ
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
67.05%
shares in respect of which each Reporting Person has or shares voting
power and dispositive power**(***)
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
CO
|
-4-
|
|
**
|
Does not include 264,793,905 ordinary shares that are beneficially owned by Acciona, S.A. and
Finanzas Dos, S.A., as reported in Amendment No. 7 to the statement on Schedule TO-T filed on
October 5, 2007 by Acciona, S.A., ENEL S.p.A. and Enel Energy Europe S.r.L., of which (a)
53,043,481 ordinary shares are held by Acciona, S.A. and (b) 211,750,424 ordinary shares are
held by Finanzas Dos, S.A. Neither the filing of this statement on Schedule 13D nor any of
its contents shall be deemed to constitute an admission by ENEL S.p.A. or Enel Energy Europe
S.r.L. that it is the beneficial owner of any ordinary shares held by
Acciona, S.A., Finanzas Dos, S.A. or
E.ON Aktiengesellschaft for purposes of Section 13(d) of the U.S. Securities Exchange Act of 1934,
as amended, and ENEL S.p.A. and Enel Energy Europe S.r.L. expressly disclaim such beneficial
ownership.
|
|
***
|
Based on 1,058,752,117 ordinary shares, nominal value
1.20 each, of Endesa, S.A. outstanding
as reported in the CNMV
Comisión Nacional del Mercado de Valores
website. Figure rounded.
The actual percentage is 67.053% as of the date of this statement on Schedule 13D.
|
-5-
This Amendment No. 21 (Amendment No. 21) amends and supplements the statement on
Schedule 13D (as previously amended from time to time, the Schedule 13D) filed by ENEL Società
per Azioni (ENEL) and Enel Energy Europe Società a Responsabilità Limitata (EEE and together
with ENEL, the Reporting Persons), pursuant to a Joint Filing Agreement filed with the original
Schedule 13D on March 9, 2007, with respect to the ordinary shares, nominal value
1.20 each (a
Share), and the American Depositary Shares (the ADSs), each representing the right to receive
one Share of Endesa, S.A. (Endesa or the Issuer). Capitalized terms used and not defined in
this Amendment No. 21 have the meanings set forth in the Schedule 13D. Except as specifically
provided herein, this Amendment No. 21 does not modify any of the information previously reported
in the Schedule 13D. This Amendment No. 21 is being filed for the purpose of publicly disclosing
certain important developments in connection with the Reporting Persons investment in Endesa.
Item 3. Source and Amount of Funds or Other Consideration
To
purchase the 445,522,261 Shares acquired by it in the offers in
Spain and the U.S. (as described under Item 5
below), EEE used approximately
17.9 billion
in funds borrowed under the
35 billion
credit facility (reduced to
30 billion on June 18, 2007) entered
into on April 10, 2007 by ENEL and Enel Finance International,
S.A. as borrower, Banco Santander Central Hispano, S.A.,
Bayerische Hypo- und Vereinsbank AG, Milan Branch, Intesa Sanpaolo
S.p.A., Mediobanca Banca de Credito Finanziario S.p.A. and UBS
Limited (the ENEL Credit Facility). A more detailed
description of such credit
facility is contained in the Schedule TO-T filed by Acciona, ENEL and EEE with the Securities and
Exchange Commission on July 30, 2007, under the section entitled Source and Amount of Funds,
which section is incorporated herein by reference. An English translation of the ENEL Credit
Facility is attached hereto as Exhibit 99.31 and incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended to add the following supplemental information:
On October 5, 2007 the Spanish
Comisión Nacional del Mercado de Valores
CNMV informed EEE
and Acciona (together, the Offerors) that an aggregate number of 487,601,643 ordinary shares
representing 46.05% of the share capital of Endesa, including ordinary
shares represented by ADSs, were tendered into the joint tender offers in Spain and in the U.S. and
were not withdrawn. 4,541,626 ADSs, representing 0.43% of the share
capital of Endesa, were tendered into the joint tender offer in the U.S.
and were not withdrawn. Pursuant to the terms of the Cooperation Agreement, previously filed as
Exhibit 10.1 to this Schedule 13D, EEE acquired 445,522,261 ordinary shares in Endesa and Acciona
acquired 42,079,382 ordinary shares in Endesa as a result of the
offers in Spain and the U.S.
The
settlement of the Spanish offer will occur on Wednesday, October 10,
2007 and the settlement of the U.S. offer will occur promptly
thereafter.
-6-
SIGNATURE
After reasonable 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.
Dated: October 5, 2007
|
|
|
|
|
|
ENEL Società per Azioni
|
|
|
By:
|
/s/ Fulvio Conti
|
|
|
|
Name:
|
Fulvio Conti
|
|
|
|
Title:
|
Chief Executive Officer
|
|
|
|
|
Enel Energy Europe Società a Responsabilità Limitata
|
|
|
By:
|
/s/ Claudio Machetti
|
|
|
|
Name:
|
Claudio Machetti
|
|
|
|
Title:
|
Director
|
|
|
-7-
FORWARD-LOOKING STATEMENTS
This filing may contain forward-looking statements. Forward-looking statements may be
identified by words such as expects, anticipates, intends, plans, believes, seeks,
estimates, will or words of similar meaning and include, but are not limited to, statements
about the expected future business of ENEL S.p.A. or Endesa, S.A. resulting from and following the
proposed transaction. These statements are based on the current expectations of ENEL S.p.A.s
management, and are inherently subject to uncertainties and changes in circumstances. Among the
factors that could cause actual results to differ materially from those described in the
forward-looking statements are factors relating to satisfaction of the conditions to the proposed
transaction, and changes in global, political, economic, business, competitive, market and
regulatory forces. ENEL S.p.A. and Enel Energy Europe S.r.L. do not undertake any obligation to
update the forward-looking statements to reflect actual results, or any change in events,
conditions, assumptions or other factors.
-8-
INDEX OF EXHIBITS
|
|
|
Exhibit
|
|
Description
|
|
|
|
10.1.
|
|
English translation of the agreement by and between Acciona, S.A., Finanzas Dos,
S.A., ENEL S.p.A. and Enel Energy Europe S.r.L., dated March 26, 2007, regarding
the development of a joint management project for Endesa, S.A. incorporated
herein by reference to Exhibit 10.16 of the amendment no. 15 to the statement on
Schedule 13D filed by Acciona, S.A. and Finanzas Dos, S.A. with the Securities
and Exchange Commission on March 28, 2007.
|
|
|
|
10.2.
|
|
Agreement by and among ENEL S.p.A, Acciona, S.A. and E.ON AG, dated April 2, 2007
regarding the settlement of their conflicts and certain other matters relating to
Endesa, S.A. incorporated herein by reference to Exhibit 99.41 of the Amendment
No. 16 to the statement on Schedule 13D filed by Acciona, S.A. and Finanzas Dos,
S.A. with the Securities and Exchange Commission on April 2, 2007.
|
|
|
|
10.3.
|
|
English Translation of Amendment, dated April 2, 2007, to the Cooperation
Agreement, dated March 26, 2007, regarding the development of a joint ownership
project for Endesa, S.A., by and between Acciona, S.A., Finanzas Dos, S.A., ENEL
S.p.A. and Enel Energy Europe S.r.L. incorporated herein by reference to Exhibit
99.42 of the Amendment No. 16 to the statement on Schedule 13D filed by Acciona,
S.A. and Finanzas Dos, S.A. with the Securities and Exchange Commission on April
2, 2007.
|
|
|
|
99.1.
|
|
Joint Filing Agreement between ENEL S.p.A. and Enel Energy Europe S.r.L. dated
March 9, 2007.
1
|
|
|
|
99.2.
|
|
Share Swap Transaction dated March 1, 2007 between Enel Energy Europe S.r.L. and
UBS Limited in respect of 74,112,648 ordinary shares of Endesa, S.A.
1
|
|
|
|
99.3.
|
|
Guarantee dated March 1, 2007 by ENEL S.p.A. in favor of UBS Limited in respect
of liabilities arising from the Share Swap Transaction between Enel Energy Europe
S.r.L. and UBS Limited in respect of 74,112,648 ordinary shares of Endesa,
S.A.
1
|
|
|
|
99.4.
|
|
Share Swap Transaction dated March 1, 2007 between Enel Energy Europe S.r.L. and
Mediobanca Banca di Credito Finanziario S.p.A. in respect of 48,488,949
ordinary shares of Endesa, S.A.
1
|
|
|
|
99.5.
|
|
Guarantee dated March 1, 2007 by ENEL S.p.A. in favor of Mediobanca Banca di
Credito Finanziario S.p.A. in respect of liabilities arising from the Share Swap
Transaction between Enel Energy Europe S.r.L. and Mediobanca Banca di Credito
Finanziario S.p.A. in respect of 48,488,949 ordinary shares of Endesa, S.A.
1
|
|
|
|
99.6.
|
|
Share Swap Transaction dated March 2, 2007 between Enel Energy Europe S.r.L. and
Mediobanca Banca di Credito Finanziario S.p.A. in respect of 4,500,000 ordinary
shares of Endesa, S.A.
1
|
|
|
|
99.7.
|
|
Guarantee dated March 2, 2007 by ENEL S.p.A. in favor of Mediobanca Banca di
Credito Finanziario S.p.A. in respect of liabilities arising from the Share Swap
Transaction between Enel Energy Europe S.r.L. and Mediobanca Banca di Credito
Finanziario S.p.A. in respect of 4,500,000 ordinary shares of Endesa, S.A.
1
|
|
|
|
99.8.
|
|
International Swaps & Derivatives Association, Inc. Master Agreement.
1
|
|
|
|
99.9.
|
|
Brokerage Agreement dated February 27, 2007, between Enel Energy Europe S.r.L.
and UBS Limited in respect of 105,800,000 ordinary shares of Endesa, S.A.
1
|
|
|
|
99.10.
|
|
Structuring Fee Agreement dated March 1, 2007, between Enel Energy Europe S.r.L.
and UBS Limited in respect of share swap transactions for ordinary shares of
Endesa, S.A.
1
|
|
|
|
99.11.
|
|
Press releases issued by ENEL S.p.A., dated February 27, 2007 and February 28,
2007, respectively, incorporated herein by reference to the Form 6-K filed by
ENEL S.p.A. with the Securities and Exchange Commission on February 28, 2007.
|
-9-
|
|
|
Exhibit
|
|
Description
|
|
|
|
99.12.
|
|
Press release issued by ENEL S.p.A., dated February 28, 2007 incorporated herein
by reference to the Form 6-K filed by ENEL S.p.A. with the Securities and
Exchange Commission on March 1, 2007.
|
|
|
|
99.13.
|
|
Press release issued by ENEL S.p.A., dated March 1, 2007 incorporated herein by
reference to the Form 6-K filed by ENEL S.p.A. with the Securities and Exchange
Commission on March 1, 2007.
|
|
|
|
99.14.
|
|
Press releases issued by ENEL S.p.A., both dated March 1, 2007 incorporated
herein by reference to the Form 6-K filed by ENEL S.p.A. with the Securities and
Exchange Commission on March 2, 2007.
|
|
|
|
99.15.
|
|
Press release issued by ENEL S.p.A., dated March 2, 2007 incorporated herein by
reference to the Form 6-K filed by ENEL S.p.A. with the Securities and Exchange
Commission on March 2, 2007.
|
|
|
|
99.16.
|
|
Share Swap Transaction dated March 12, 2007 between Enel Energy Europe S.r.L. and
Mediobanca Banca di Credito Finanziario S.p.A. in respect of 31,500,000
ordinary shares of Endesa, S.A.
2
|
|
|
|
99.17.
|
|
Guarantee dated March 12, 2007 by ENEL S.p.A. in favor of Mediobanca Banca di
Credito Finanziario S.p.A. in respect of liabilities arising from the Share Swap
Transaction between Enel Energy Europe S.r.L. and Mediobanca Banca di Credito
Finanziario S.p.A. in respect of 31,500,000 ordinary shares of Endesa,
S.A.
2
|
|
|
|
99.18.
|
|
Press release issued by ENEL S.p.A., dated March 12, 2007 incorporated herein by
reference to the Form 6-K filed by ENEL S.p.A. with the Securities and Exchange
Commission on March 12, 2007.
|
|
|
|
99.19.
|
|
Amended and Restated Share Swap Transaction dated March 13, 2007 between Enel
Energy Europe S.r.L. and UBS Limited in respect of 74,112,648 ordinary shares of
Endesa, S.A.
3
|
|
|
|
99.20.
|
|
English translation of press release by ENEL S.p.A. dated March 23, 2007
regarding the negotiations of ENEL S.p.A. with Acciona, S.A.
4
|
|
|
|
99.21.
|
|
Press release, dated March 26, 2007, issued by Acciona, S.A. and ENEL S.p.A.
regarding Cooperation Agreement dated March 26, 2007.
5
|
|
|
|
99.22.
|
|
Current report filed on March 26, 2007 by ENEL S.p.A. with the Spanish
Comisión
Nacional del Mercado de Valores
CNMV regarding the Cooperation Agreement
attached as Exhibit 10.1 hereto.
5
|
|
|
|
99.23.
|
|
Resolution of the Spanish
Comisión Nacional del Mercado de Valores
CNMV dated
March 23, 2007 and English translation thereof.
6
|
|
|
|
99.24.
|
|
English translation of the communication of the Spanish
Comisión Nacional del
Mercado de Valores
CNMV regarding the agreement between Acciona, S.A. and ENEL
S.p.A. over Endesa, S.A., dated March 26, 2007.
6
|
|
|
|
99.25.
|
|
Complaint filed on March 26, 2007 by E.ON AG, E.ON Zwölfte Verwaltungs GmbH and
BKB AG against ENEL S.p.A. and Enel Energy Europe S.r.L. (Civil Action 07 CV
2446).
6
|
|
|
|
99.26.
|
|
Joint press release of ENEL S.p.A. and Acciona, S.A. announcing the Settlement
Agreement, dated April 2, 2007 incorporated herein by reference to Exhibit 99.41
of the Amendment No. 16 to the statement on Schedule 13D filed by Acciona, S.A.
and Finanzas Dos, S.A. with the Securities and Exchange Commission on April 2,
2007.
|
|
|
|
99.27.
|
|
Current report filed on April 2, 2007 by ENEL S.p.A. with the Spanish
Comisión
Nacional del Mercado de Valores
CNMV regarding the Settlement Agreement
between ENEL S.p.A., Acciona, S.A. and E.ON AG dated April 2, 2007.
7
|
|
|
|
99.28.
|
|
Press release of ENEL S.p.A. dated April 10, 2007 announcing the resolution of
the board of directors of ENEL S.p.A. to launch a joint tender offer with
Acciona, S.A. for Endesa, S.A.
8
|
-10-
|
|
|
Exhibit
|
|
Description
|
|
|
|
99.29.
|
|
Current reports filed on April 11, 2007 by Enel Energy Europe S.r.L. and Acciona,
S.A. with the Spanish
Comisión Nacional del Mercado de Valores
CNMV regarding
the joint tender offer.
9
|
|
|
|
99.30.
|
|
Joint press release of ENEL S.p.A. and Acciona, S.A. dated April 11, 2007,
announcing the joint tender offer.
9
|
|
|
|
99.31.
|
|
EUR35,000,000,000 Credit Facility Agreement between ENEL S.p.A., Enel Finance
International S.A., Banco Santander Central Hispano, S.A., Bayerische Hypo-und
Vereinsbanks AG, Milan Branch, Intesa Sanpaolo S.p.A., Mediobanca Banca di
Credito Finanziario S.p.A. and UBS Limited dated April 10, 2007.
10
|
|
|
|
99.32.
|
|
Press release of ENEL S.p.A. dated April 27, 2007, announcing that the Spanish
energy regulator,
Comisión Nacional Energía
, authorized Enel Energy Europe S.r.L.
to acquire up to 24.99% of the share capital of Endesa, S.A, incorporated herein
by reference to Exhibit 99.27 of the Schedule TO-C filed by ENEL S.p.A., Enel
Energy Europe S.r.L, Acciona, S.A. and Finanzas Dos, S.A. with the Securities and
Exchange Commission on April 27, 2007.
11
|
|
|
|
99.33.
|
|
English translation of Spanish
Comisión Nacional Energía
CNE authorization
dated April 26, 2007.
11
|
|
|
|
99.34.
|
|
Current report filed on May 3, 2007 by ENEL S.p.A. and Acciona S.A. with the
Spanish
Comisión Nacional del Mercado de Valores
CNMV regarding the request
for authorization to acquire the shares tendered from Endesa, S.A. resulting from
the joint tender offer.
12
|
|
|
|
99.35.
|
|
Press release of ENEL S.p.A. dated May 3, 2007, announcing the request for
authorization from the Spanish
Comisión Nacional del Mercado de Valores
CNMV
to acquire the shares tendered from Endesa, S.A. resulting from the joint tender
offer, incorporated herein by Exhibit 99.28 of the Schedule TO-C filed by ENEL
S.p.A., Enel Energy Europe S.r.L, Acciona, S.A. and Finanzas Dos, S.A. with the
Securities and Exchange Commission on May 3, 2007.
|
|
|
|
99.36.
|
|
English translation of the current report filed on May 17, 2007 by ENEL S.p.A.
with the Spanish
Comisión Nacional del Mercado de Valores
announcing the
authorization from the Spanish Cabinet of Ministers to exercise voting rights to
a maximum of 24.99% of the share capital of Endesa, S.A., incorporated herein by
reference to Exhibit 99.32 of the Schedule TO-C filed by ENEL S.p.A., Enel Energy
Europe S.r.L., Acciona S.A. and Finanzas Dos S.A. with the Securities and
Exchange Commission on May 17, 2007.
|
|
|
|
99.37.
|
|
Press release of ENEL S.p.A. dated May 17, 2007, announcing the authorization
from the Spanish Cabinet of Ministers to exercise voting rights to a maximum of
24.99% of the share capital of Endesa, S.A., incorporated herein by reference to
Exhibit 99.33 of the Schedule TO-C filed by ENEL S.p.A., Enel Energy Europe
S.r.L., Acciona S.A. and Finanzas Dos S.A. with the Securities and Exchange
Commission on May 17, 2007.
|
|
|
|
99.38.
|
|
English translation of the current report filed on June 1, 2007 by ENEL S.p.A.
with the Spanish
Comisión Nacional del Mercado de Valores
announcing the
termination of the share swap transactions with UBS Limited and Mediobanca
Banca di Credito Finanziario.
13
|
|
|
|
99.39.
|
|
Press release of ENEL S.p.A. dated June 1, 2007, announcing the termination of
the share swap transactions with UBS Limited and Mediobanca Banca di Credito
Finanziario.
13
|
|
|
|
99.40.
|
|
Current report filed on June 11, 2007 by ENEL S.p.A.
with the Spanish
Comisión Nacional del Mercado de
Valores
announcing deposit with the Madrid Mercantile
Registry of regulations relating to the free
transferability of ordinary shares of Endesa S.A. by
ENEL S.p.A. and Acciona,
S.A.
14
|
|
|
|
99.41.
|
|
Press release of ENEL S.p.A. dated June 11, 2007,
announcing deposit of covenants regarding the free
transferability of ordinary shares of Endesa S.A. by
ENEL S.p.A. and Acciona, S.A.
14
|
|
|
|
99.42.
|
|
Current report filed on July 2, 2007 by ENEL S.p.A. and
Acciona, S.A. with the Spanish
Comisión Nacional del
Mercado de Valores
announcing reduction in
consideration for the joint tender
offer.
15
|
|
|
|
99.43.
|
|
Press release of ENEL S.p.A. dated July 2, 2007
announcing reduction in consideration for the joint
tender offer.
15
|
|
|
|
99.44.
|
|
Confidentiality Agreement dated June 15, 2007, between
ENEL S.p.A. and Endesa, S.A.
15
|
|
|
|
99.45.
|
|
English translation of the resolution of the
Comisión
Nacional de la Energía
(CNE) authorizing Enel Energy
Europe, S.r.L. and Acciona, S.A. to increase their
respective shareholdings in, and exercise joint control
over, Endesa, S.A., dated July 4, 2007 incorporated
herein by reference to Amendment No. 25 to the
statement on Schedule 13D filed by Acciona, S.A. and
Finanzas Dos, S.A. with the Securities and Exchange
Commission on July 6, 2007.
17
|
|
|
|
99.46.
|
|
Current report filed on July 5, 2007 by ENEL S.p.A. and
Acciona, S.A. with the Spanish
Comisión Nacional del
Mercado de Valores
announcing approval by the European
Commission of the acquisition of sole control through a
joint public takeover bid for Endesa, S.A. by ENEL
S.p.A. and Acciona,
S.A.
16
|
|
|
|
99.47.
|
|
Press release of ENEL S.p.A. dated July 5, 2007
announcing approval by the European Commission of the
acquisition of sole control through a joint public
takeover bid for Endesa, S.A. by ENEL S.p.A. and
Acciona, S.A.
16
|
|
|
|
99.48
|
|
Press release of ENEL S.p.A. dated July 25, 2007,
announcing approval by the Spanish
Comisión Nacional
del Mercado de Valores
to launch a joint tender offer
with Acciona, S.A. for Endesa, S.A.
18.
|
|
|
|
99.49
|
|
Current report filed on July 27, 2007 by ENEL S.p.A.
with the Spanish
Comisión Nacional del Mercado de
Valores
announcing authorization by the Spanish Cabinet
of Ministers for Enel Energy Europe S.r.L. to exercise
voting rights over all the ordinary shares and ADSs of
Endesa, S.A. acquired in the joint tender offer with
Acciona, S.A.
19
|
|
|
|
99.50
|
|
Press release of ENEL S.p.A. dated July 27, 2007
announcing authorization by the Spanish Cabinet of
Ministers for Enel Energy Europe S.r.L. to exercise
voting rights over all the ordinary shares and ADSs of
Endesa, S.A. acquired in the joint tender offer with
Acciona, S.A.
19
|
|
|
1
|
Previously filed with the Original Schedule 13D.
|
|
2
|
Previously filed with Amendment No. 1 to the Original Schedule 13D.
|
|
3
|
Previously filed with Amendment No. 2 to the Original Schedule 13D.
|
|
4
|
Previously filed with Amendment No. 3 to the Original Schedule 13D.
|
|
5
|
Previously filed with Amendment No. 4 to the
Original Schedule 13D.
|
-11-
|
|
6
|
Previously filed with Amendment No. 5 to the
Original Schedule 13D.
|
|
7
|
Previously filed with Amendment No. 6 to the
Original Schedule 13D.
|
|
8
|
Previously filed with Amendment No. 7 to the
Original Schedule 13D.
|
|
9
|
Previously filed with Amendment No. 8 to the
Original Schedule 13D.
|
|
10
|
Previously filed with Amendment No. 9 to the
Original Schedule 13D.
|
|
11
|
Previously filed with Amendment No. 10 to the
Original Schedule 13D.
|
|
12
|
Previously filed with Amendment No. 11 to the
Original Schedule 13D.
|
|
13
|
Previously filed with Amendment No. 13 to the
Original Schedule 13D.
|
|
14
|
Previously filed with Amendment No. 15 to the
Original Schedule 13D.
|
|
15
|
Previously filed with Amendment No. 16 to the
Original Schedule 13D.
|
|
16
|
Previously filed with Amendment No. 17 to the
Original Schedule 13D.
|
|
17
|
Previously filed with Amendment No. 18 to the
Original Schedule 13D.
|
|
18
|
Previously filed with Amendment No. 19 to the
Original Schedule 13D.
|
|
19
|
Previously filed with Amendment No. 20 to the
Original Schedule 13D.
|
-12-
Endesa (NYSE:ELE)
Historical Stock Chart
From Jun 2024 to Jul 2024
Endesa (NYSE:ELE)
Historical Stock Chart
From Jul 2023 to Jul 2024