Obligation Enera 7.375% ( US29274FAE43 ) en USD

Enera

100 % ▼

Chili

US29274FAE43 ( en USD )

7.375% par an ( paiement semestriel )

15/01/2014 - Obligation échue

Prospectus brochure de l'obligation Enel US29274FAE43 en USD 7.375%, échue

1 000 USD

350 000 000 USD

29274FAE4

NR

NR

ENEL est une multinationale italienne d'énergie publique, active dans la production, la distribution et la vente d'électricité et de gaz, opérant dans plus de 30 pays.

L'Obligation émise par Enera ( Chili ) , en USD, avec le code ISIN US29274FAE43, paye un coupon de 7.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/01/2014

L'Obligation émise par Enera ( Chili ) , en USD, avec le code ISIN US29274FAE43, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Enera ( Chili ) , en USD, avec le code ISIN US29274FAE43, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

PROSPECTUS FILING: ENERSIS S.A.
424B3 1 x97927b3e424b3.htm PROSPECTUS FILING: ENERSIS S.A.
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PROSPECTUS FILING: ENERSIS S.A.
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-112949
PROSPECTUS

ENERSIS S.A.
acting through its Cayman Islands branch
Offer to exchange all of our outstanding unregistered
US$350,000,000 7.375% notes due 2014
for
US$350,000,000 7.375% notes due 2014
which have been registered under the Securities Act of 1933
Principal Terms of the Exchange Offer
· We are offering to exchange the notes that we sold previously in a private offering for new SEC-registered notes.

· The terms of the new notes are identical to the terms of the old notes, except for the transfer restrictions and
registration rights relating to the outstanding old notes, which do not apply to the new notes.

· The exchange offer will expire at 12:00 midnight, New York City time, on September 3, 2004 unless we extend it.

· We will exchange all old notes that are validly tendered and not validly withdrawn.

· We will pay the expenses of the exchange offer.

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PROSPECTUS FILING: ENERSIS S.A.
· You may withdraw tenders of old notes at any time before 12:00 midnight, New York City time, on the date of the
expiration of the exchange offer.

· Application has been made to list the new notes on the Luxembourg Stock Exchange.

· We will not receive any proceeds from the exchange offer.

· No dealer-manager is being used in connection with the exchange offer.

· The exchange of old notes for new notes will not be a taxable exchange for United States federal income tax
purposes.
You should carefully review "Risk Factors" beginning on page 7 of this prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of the securities to be issued in the exchange offer or passed upon the adequacy or accuracy of
this prospectus. Any representation to the contrary is a criminal offense.
August 6, 2004
TABLE OF CONTENTS

Page
Prospectus Summary
1
Risk Factors
7
Use of Proceeds
8
Cautionary Statement Regarding Forward-Looking

Statements
8
Presentation of Financial Information
9
Technical Terms
10
Calculation of Economic Interest
11
Capitalization
12
Selected Consolidated Financial and Operating Data
13
Exchange Rates
18
Ratio of Earnings to Fixed Charges
20
The Company
21
Management
28
Description of the New Notes
31
The Exchange Offer
43
Exchange Agent and Information Agent
52
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PROSPECTUS FILING: ENERSIS S.A.
Taxation
53
Plan of Distribution
55
Incorporation by Reference
55
Where You Can Find More Information
56
Enforcement of Civil Liabilities
57
General Information
57
Legal Matters
58
Experts
58
Public Documents
59
Unless otherwise indicated or the context otherwise requires, all references in this prospectus to "Enersis," the
"Company," "we," "our," "ours," "us" or similar terms refer to ENERSIS S.A. together with its subsidiaries. In this
prospectus we refer to the Securities Act of 1933 as the "Securities Act."
You should rely only on the information contained in this prospectus. We have not authorized anyone to
provide you with different information. We are offering the new notes only in jurisdictions where offers are
permitted. This prospectus does not constitute an offer or solicitation to exchange any notes by any person in
any jurisdiction in which it is unlawful for such person to make such an offer.
This prospectus has been prepared by us solely for use in connection with the exchange offer. You must
(1) comply with all applicable laws and regulations in force in any jurisdiction in connection with the possession or
distribution of this prospectus and the exchange offer and (2) obtain any consent, approval or permission required to
be obtained by you for participating in the exchange offer under the laws and regulations applicable to you in force
in any jurisdiction to which you are subject or in which you participate in the exchange offer; we shall not have any
responsibility for obtaining any such consent, approval or permission.
See "Risk Factors" beginning on page 7 of this prospectus for a description of certain factors
relating to the exchange offer.
Application has been made to list the new notes on the Luxembourg Stock Exchange.
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PROSPECTUS FILING: ENERSIS S.A.
Table of Contents
PROSPECTUS SUMMARY
This summary contains material information about us and this offering. Before making a decision to
participate in the exchange offer, you should read this entire prospectus, including the section entitled "Risk
Factors," our annual report on Form 20-F/ A for the fiscal year ended December 31, 2003, including our
audited consolidated financial statements and the notes thereto.
The Exchange Offer

Securities Offered
We are offering up to US$350,000,000 aggregate principal amount of
7.375% notes due 2014, which have been registered under the Securities Act.

The Exchange Offer
We are offering to issue the new 7.375% notes due 2014 for a like principal
amount of unregistered old 7.375% notes due 2014. We are offering to issue
the new notes to satisfy our obligations contained in the registration rights
agreement entered into when the old notes were sold in transactions permitted
by Rule 144A and Regulation S under the Securities Act and therefore not
registered with the SEC. For procedures for tendering, see "The Exchange
Offer" beginning on page 43.

Tenders, Expiration Date,
The exchange offer will expire at 12:00 midnight. New York City time on
Withdrawal
September 3, 2004 unless it is extended. If you decide to exchange your old
notes for new notes, you must acknowledge that you are not engaging in, and
do not intend to engage in, a distribution of the new notes. If you decide to
tender your old notes in the exchange offer, you may withdraw them at any
time prior to 12:00 midnight New York City time on September 3, 2004. If we
decide for any reason not to accept any old notes for exchange, your old notes
will be returned to you without expense to you promptly after the exchange
offer expires.

Taxation
Your exchange of old notes for new notes in the exchange offer will not result
in any income, gain or loss to you for United States federal income tax
purposes. See the section of this prospectus entitled "Taxation" beginning on
page 53 for further details.

Use of Proceeds
We will not receive any proceeds from the issuance of the new notes in the
exchange offer.

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PROSPECTUS FILING: ENERSIS S.A.
Exchange Agent
Deutsche Bank Trust Company Americas, and its affiliate in Luxembourg,
Deutsche Bank Luxembourg S.A., are the exchange agents for the exchange
offer. You can find the address and telephone number for Deutsche Bank Trust
Company Americas and Deutsche Bank Luxembourg S.A. on the inside of the
back cover of this prospectus.

Information Agent
D. F. King & Co., Inc. is serving as the information agent for the exchange
offer. You can find the address and telephone number for D. F. King and Co.,
Inc. on the inside of the back cover of this prospectus.

Failure to Tender Your Old
If you fail to tender your old notes in the exchange offer, you will not have any
Notes
further rights under the Registration Rights Agreement, including any right to
require us to register your old notes or to pay you additional interest.
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PROSPECTUS FILING: ENERSIS S.A.
Table of Contents
Except for registration of the new notes under the U.S. Securities Act of 1933 and authorization by the
Luxembourg Stock Exchange for listing the new notes, we are not aware of any approval or other action by any
government or governmental administrative regulatory authority or agency, domestic or foreign, or any
consent, waiver or other approval that would be required as a result of or in connection with this exchange
offer. Should any such approval or other action be required, we currently contemplate that such approval or
other action will be sought. This exchange offer is subject to the law and regulations governing exchange offers
in the United States, Luxembourg and Chile and we believe that the exchange offer is being conducted in
compliance with such laws and regulations.
Under existing interpretations of the staff of the SEC contained in several no-action letters to third parties,
the new notes would in general be freely transferable after the exchange offer without further registration under
the Securities Act. The relevant no-action letters include the Exxon Capital Holdings Corporation letter, which
was made available by the SEC on May 13, 1988, and the Morgan Stanley & Co. Incorporated letter, made
available on June 5, 1991.
By participating in this exchange offer and executing, or otherwise becoming bound by, the letter of
transmittal each holder of the old notes represents that:

(1) it is not our "affiliate", within the meaning of Rule 405 under the Securities Act;

(2) any new notes received by it will be acquired in the ordinary course of its business;

(3) it has no arrangement or understanding with any person to participate in the distribution of the old
notes or new notes within the meaning of the Securities Act;

(4) it is not engaged in, and does not intend to engage in, the distribution of the new notes within the
meaning of the Securities Act;

(5) if that holder is a broker-dealer, it will receive new notes in exchange for old notes that were
acquired for its own account as a result of market-making activities or other trading activities and it will
deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such
new notes; and

(6) if that holder is a broker-dealer, it did not purchase the old notes being tendered in the exchange
offer directly from us for resale pursuant to Rule 144A or any other available exemption from registration
under the Securities Act.
Any purchaser of old notes who is not able to make these representations is a "restricted holder." As a
restricted holder you
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PROSPECTUS FILING: ENERSIS S.A.

(1) will not be able to rely on the interpretation of the staff of the SEC set forth in the no-action letters
referred to above;

(2) will not be able to tender your old notes in the exchange offer; and

(3) must comply with the registration and prospectus delivery requirements of the Securities Act in
connection with any sale or transfer of the old notes unless that sale or transfer is made using an exemption
from those requirements or in a transaction not subject to the Securities Act.
Any broker-dealer who holds old notes acquired for its own account as a result of market-making or other
trading activities and who receives new notes in exchange for such old notes pursuant to the exchange offer
may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of such new notes. The SEC has taken the position that participating broker-dealers
may fulfill their prospectus delivery requirements with respect to such new notes with the prospectus contained
in the exchange offer registration statement. Under the registration rights agreement, for a period of 90 days
following the expiration date of the exchange offer, participating broker-dealers will be entitled to use the
prospectus contained in the exchange offer registration statement in connection with the resale of exchange
notes, subject to exceptions, including our right to suspend the use of that prospectus.
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PROSPECTUS FILING: ENERSIS S.A.
Table of Contents
Except as described above, this prospectus may not be used for an offer to resell, resale or other transfer of
new notes.
Summary Description of the New Notes
The terms of the new notes and the old notes are identical in all material respects, except that the new notes
have been registered under the Securities Act, and the transfer restrictions and registration rights relating to old
notes do not apply to the new notes.

Issuer
ENERSIS S.A., acting through its Cayman Islands branch.

New Notes
US$350,000,000 aggregate principal amount of 7.375% notes due 2014.

Interest Rates
7.375% per year.

Maturity
The new notes will mature on January 15, 2014.

Interest Payment Dates
January 15 and July 15 of each year, commencing July 15, 2004.

Redemption Price at
100%.
Maturity

Sinking Fund
None.

Book Entry System and
The new notes will be issued only in fully registered form, without coupons, in
Form and Denomination of
the form of beneficial interests in one or more global securities in
the New Notes
denominations of US$1,000 and integral multiples thereof. Beneficial interests
in the global securities will be shown on, and transfers thereof will be effected
only through, the book-entry records maintained by The Depository Trust
Company, or DTC, and its participants, including Euroclear and Clearstream.
The new notes will not be issued in definitive form except under certain
limited circumstances described herein. See "Description of the New Notes --
Book-Entry System; Delivery and Form" beginning in page 38.

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PROSPECTUS FILING: ENERSIS S.A.
Optional Tax Redemption
The new notes are redeemable at our option in whole (but not in part), at any
time, at the principal amount thereof plus accrued and unpaid interest and any
additional amounts due thereon if the laws or regulations affecting taxes in the
Republic of Chile or in the Cayman Islands change in certain respects. See
"Description of the New Notes -- Optional Redemption for Changes in
Chilean or Cayman Islands Tax Law" in page 33 and "Taxation -- Chilean
Taxation" and "Taxation -- Cayman Islands Taxation" beginning in page 53.

Ranking of the Notes
The new notes will be our direct, unsecured and unconditional general
obligations and subject to customary exceptions, such as bankruptcy
administrative expenses, employee wages, social security payments, legal and
contractual worker's compensation payments and taxes, the notes will rank at
least equally among themselves and at least equally in right of payment with
all of our other present and future unsecured and unsubordinated obligations.

At June 30, 2004, Enersis, on a stand-alone basis, had Ch $906.5 billion
(US $1.4 billion) of financial indebtedness.
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