SANTIAGO, Chile, May 31, 2022
/PRNewswire/ -- ENEL AMÉRICAS S.A. (NYSE: ENIA) today
announced that its Board of Directors has unanimously approved the
voluntary delisting of its American Depositary Shares ("ADSs") from
The New York Stock Exchange (the "NYSE"), termination of its
American Depositary Receipt ("ADR") facility and deregistration
with the U.S. Securities and Exchange Commission (the "SEC") upon
satisfaction of the requirements for deregistration. In connection
with its intended delisting, Enel Américas notified the NYSE today
that it will apply for voluntary delisting of its ADSs and has
requested that the ADSs be suspended from trading on June 20, 2022. As a result, the last day of
trading for the ADSs on the NYSE is expected to be on June 19, 2022.
1. Reasons for the Application for
Voluntary Delisting of ADSs from the NYSE
Following the merger transaction and related tender offer that
occurred in April 2021, its parent
company, Enel S.p.A., now owns 82.3% of the total outstanding
shares of Enel Américas' common stock and Enel Américas ADSs as of
April 30, 2022 comprise only
approximately 2.49% of the total outstanding shares of common
stock. Enel Américas believes that the costs associated with
continuing the listing of its ADSs on the NYSE exceed the benefits
received by the company, as the primary market for the shares of
Enel Américas not owned by Enel S.p.A. is now the Santiago Stock
Exchange. As a result, Enel Américas has decided to file an
application for voluntary delisting from the NYSE as part of its
effort to reduce operational expenses.
2. Stock Exchanges on Which Enel
Américas will Maintain its Listings
Enel Américas will maintain its listings on the Santiago Stock
Exchange and the Chile Electronic Stock Exchange in Chile. Enel Américas has not otherwise
arranged for the listing of the ADSs, ADRs or shares of its common
stock on another national securities exchange in the United States or for quotation of such
securities in any other quotation system.
3. Implementation Schedule of
Application for Voluntary Delisting of ADSs from the NYSE*
May 31, 2022
|
Notice to the NYSE of
its application to delist
|
June 10, 2022
(planned)
|
Submission of Form 25
to the SEC to delist from the NYSE
|
June 19, 2022
(planned)
|
Last day of trading on
the NYSE
|
June 20, 2022
(planned)
|
ADSs suspended from
trading on the NYSE
|
June 20, 2022
(planned)
|
Effective date of Form
25
|
* The schedule provided above, including the anticipated
effective dates, may be delayed if the SEC objects to the delisting
or requests an extended review or for other reasons.
4. Additional Information for
ADS Holders
Enel Américas will direct Citibank, N.A., as depositary
("Citibank"), to terminate Enel Américas' ADR facility.
Consequently, and in accordance with the deposit agreement,
Citibank will provide at least 30 days' notice of termination to
all ADS holders. Prior to termination of the deposit agreement, ADR
holders are entitled to surrender their ADSs to Citibank for
cancellation, and upon payment of the applicable fees, taxes and
charges as provided in the deposit agreement, receive the
underlying shares of common stock of Enel Américas. Following
termination of the deposit agreement, Citibank will discontinue
registration of transfers of the ADSs and suspend the distribution
of dividends to ADS holders. Holders of ADSs should contact
Citibank or, to the extent holding ADSs through a bank, broker or
other nominee, should contact such bank, broker or nominee with any
questions regarding the ADSs.
For inquiries regarding Enel Américas' ADSs and ADR facility,
please contact:
Citibank, N.A. Shareholder Services
Tel: USA +1-877-248-4237 (toll
free)
International: +1-781-575-4555
Website: www.citi.com/dr
E-mail: citibank@shareholders-online.com
Shareholder Services representatives are available Monday through
Friday from 8:30 a.m. to 6:00 p.m. Eastern
time in the U.S.
5. Future Actions
Enel Américas' reporting obligations under applicable U.S.
federal securities laws are expected to continue after the
delisting from the NYSE and termination of the ADR facility.
Following satisfaction of the relevant deregistration conditions
under the applicable U.S. federal securities laws, Enel Américas
intends to terminate its reporting obligations under the applicable
U.S. federal securities laws and to deregister all classes of its
registered securities. Enel Américas intends to release further
information on such deregistration and termination of reporting
obligations at a later date.
Enel Américas reserves the right, for any reason, to delay any
of the filings described above, to withdraw them prior to
effectiveness, and to otherwise change its plans in respect of
delisting, termination of the ADR facility and deregistration and
termination of its reporting obligations under applicable U.S.
federal securities laws in any way.
Forward-Looking Statements
This announcement contains statements that could constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements include
statements regarding the intent, belief or current expectations of
Enel Américas and its management with respect to, among other
things: (1) any statements preceded by, followed by or that include
the words "believes," "expects," "predicts," "anticipates,"
"intends," "estimates," "should," "may" or similar expressions; and
(2) any statement that is not a historical fact. Such
forward-looking statements are not guarantees of future performance
and involve risks and uncertainties. Actual results may differ
materially from those in the forward-looking statements as a result
of various factors. These factors include, but are not limited to,
the following: the risk that the delisting from the NYSE, the
termination of the ADR facility or the deregistration with the SEC
may not occur or may be delayed; and the risk factors discussed in
Enel Américas' Annual Report on Form 20-F for the year ended
December 31, 2021 under the heading
"Item 3.D. Risk Factors." These forward-looking statements are made
only as of the date hereof and Enel Américas undertakes no
obligation to update these forward-looking statements, except as
required by law.
View original
content:https://www.prnewswire.com/news-releases/enel-americas-announces-voluntary-delisting-of-its-american-depositary-shares-from-the-new-york-stock-exchange-301557547.html
SOURCE Enel Américas