Obligation Enera 2.25% ( XS2228373671 ) en EUR

Enera

100 % ⇌

Italie

XS2228373671 ( en EUR )

2.25% par an ( paiement annuel )

10/03/2027

Prospectus brochure de l'obligation Enel XS2228373671 en EUR 2.25%, échéance 10/03/2027

100 000 EUR

600 000 000 EUR

10/03/2026 ( Dans 123 jours )

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 ( Italie ) , en EUR, avec le code ISIN XS2228373671, paye un coupon de 2.25% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 10/03/2027

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT
TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE
LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL
REVENUE CODE.
ENEL Società per Azioni
(incorporated with limited liability under the laws of the Republic of Italy)
PERMANENT GLOBAL SECURITY
representing up to
600,000,000 Perpetual Non-Call 6.5 Years Capital Securities
(ISIN: XS2228373671)
This Security is a permanent Global Security without interest coupons in respect of a duly
authorised issue of Securities of ENEL Società per Azioni (the "Issuer"), designated as
specified in the title hereof (the "Securities"), limited to the aggregate principal amount of
up to six hundred million euros (600,000,000) and constituted by a Trust Deed dated 10
September 2020 (the "Trust Deed") between the Issuer and BNY Mellon Corporate Trustee
Services Limited as trustee (the trustee for the time being thereof being herein called the
"Trustee"). References herein to the Conditions (or to any particular numbered Condition)
shall be to the Conditions (or that particular one of them) set out Part 2 of Schedule 2 to the
Trust Deed, and endorsed hereon. The aggregate principal amount from time to time of this
permanent Global Security shall be that amount not exceeding six hundred million euros
(600,000,000) as shall be shown by the latest entry duly made in the Schedule hereto.
1
Promise to pay
Subject as provided in this permanent Global Security the Issuer promises to pay to
the bearer the principal amount of this permanent Global Security on the date fixed
for redemption of the Securities provided for in the Conditions (or on such earlier
date as the said principal amount may become repayable in accordance with the
Conditions or the Trust Deed) and to pay interest annually in arrear on each Interest
Payment Date on the principal amount from time to time of this permanent Global
Security at rates determined in accordance with the Conditions together with such
premium and other amounts (if any) as may be payable, all subject to and in
accordance with the Conditions and the provisions of the Trust Deed.
2
Exchange for definitive Securities and purchases
This permanent Global Security is exchangeable in whole but not in part upon the
request of the bearer for definitive Securities only on and subject to the terms and
conditions set out below. The definitive Securities to be issued on such exchange
will be in bearer form in the denomination of 100,000 each with interest coupons
and one talon ("Coupons") attached in respect of interest which has not already
been paid on this permanent Global Security.
This permanent Global Security will be exchangeable in whole but not in part (free
of charge to the holder) for definitive Securities only (a) upon the happening of any
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of the events defined in the Trust Deed as "Events of Default", or (b) if either
Euroclear Bank SA/NV ("Euroclear") or Clearstream Banking, S.A. ("Clearstream")
is closed for business for a continuous period of 14 days (other than by reason of
holiday, statutory or otherwise) or announces an intention permanently to cease
business or does in fact do so and no alternative clearing system satisfactory to the
Trustee is available. Thereupon the holder of this permanent Global Security (acting
on the instructions of (an) Accountholder(s) (as defined below)) may give notice to
the Issuer of its intention to exchange this permanent Global Security for definitive
Securities on or after the Exchange Date (as defined below).
On or after the Exchange Date the holder of this permanent Global Security may
surrender this permanent Global Security to or to the order of the Principal Paying
Agent. In exchange for this permanent Global Security the Issuer will deliver, or
procure the delivery of, definitive Securities in bearer form, serially numbered, in the
denomination of 100,000 each with interest coupons and one talon ("Coupons")
attached on issue in respect of interest which has not already been paid on this
permanent Global Security (in exchange for the whole of this permanent Global
Security).
"Exchange Date" means a day specified in the notice requiring exchange falling not
less than 60 days after that on which such notice is given and on which banks are
open for business in the city in which the specified office of the Principal Paying
Agent is located and (except in the case of (b) above) in the city in which the relevant
clearing system is located.
Upon (a) any exchange of a part of the Temporary Global Security for a part of this
permanent Global Security or (b) the purchase by or on behalf of the Issuer or any
Subsidiary of the Issuer and cancellation of a part of this permanent Global Security
in accordance with the Conditions, the portion of the principal amount hereof so
exchanged or so purchased and cancelled shall be endorsed by or on behalf of the
Principal Paying Agent on behalf of the Issuer on Part II of the Schedule hereto,
whereupon the principal amount hereof shall be increased or, as the case may be,
reduced for all purposes by the amount so exchanged or so purchased and cancelled
and endorsed. Upon the exchange of the whole of this permanent Global Security
for definitive Securities this permanent Global Security shall be surrendered to or to
the order of the Principal Paying Agent and cancelled and, if the holder of this
permanent Global Security requests, returned to it together with any relevant
definitive Securities.
3
Payments
Until the entire principal amount of this permanent Global Security has been
extinguished, this permanent Global Security shall (subject as hereinafter and in the
Trust Deed provided) in all respects be entitled to the same benefits as the definitive
Securities and shall be entitled to the benefit of and be bound by the Trust Deed.
Payments of principal, premium (if any) and interest in respect of Securities
represented by this permanent Global Security will be made against presentation for
endorsement and, if no further payment falls to be made in respect of the Securities,
surrender of this permanent Global Security to the order of the Principal Paying
Agent or such other Paying Agent as shall have been notified to the Securityholders
for such purposes. Upon any payment of principal, premium or interest on this
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permanent Global Security the amount so paid shall be endorsed by or on behalf of
the Principal Paying Agent on behalf of the Issuer on Part I of the Schedule hereto.
Upon any payment of principal and endorsement of such payment on Part I of the
Schedule hereto, the principal amount of this permanent Global Security shall be
reduced for all purposes by the principal amount so paid and endorsed.
All payments of any amounts payable and paid to the bearer of this permanent
Global Security shall be valid and, to the extent of the sums so paid, effectual to
satisfy and discharge the liability for the moneys payable hereon and on the relevant
definitive Securities and Coupons.
4
Accountholders
For so long as all of the Securities are represented by one or both of the Temporary
Global Security and this permanent Global Security and such Global Security(s)
is/are held on behalf of Euroclear and/or Clearstream, each person who is for the
time being shown in the records of Euroclear or Clearstream as the holder of a
particular principal amount of such Securities (each an "Accountholder") (in which
regard any certificate or other document issued by Euroclear or Clearstream as to
the principal amount of such Securities standing to the account of any person shall
be conclusive and binding for all purposes) shall be treated as the holder of such
principal amount of such Securities for all purposes (including for the purposes of
any quorum requirements of, or the right to demand a poll at, meetings of the
Securityholders) other than with respect to the payment of principal, premium and
interest on such Securities, the right to which shall be vested, as against the Issuer
and the Trustee, solely in the bearer of the relevant Global Security in accordance
with and subject to its terms and the terms of the Trust Deed. Each Accountholder
must look solely to Euroclear or Clearstream, as the case may be, for its share of
each payment made to the bearer of the relevant Global Security.
5
Notices
For so long as all of the Securities are represented by one or both of the Temporary
Global Security and this permanent Global Security and such Global Security(s)
is/are held on behalf of Euroclear and/or Clearstream, notices to Securityholders
may be given by delivery of the relevant notice to Euroclear and/or Clearstream (as
the case may be) for communication to the relative Accountholders rather than by
publication as required by Condition 12 (Notices) provided that, so long as the
Securities are listed on Euronext Dublin, all requirements of Euronext Dublin have
been complied with. Any such notice shall be deemed to have been given to the
Securityholders on the day after the day on which such notice is delivered to
Euroclear and/or Clearstream (as the case may be) as aforesaid.
Whilst any Securities held by a Securityholder are represented by a Global Security,
notices to be given by such Securityholder may be given by such Securityholder to
the Principal Paying Agent through Euroclear and/or Clearstream, as the case may
be, in such a manner as the Principal Paying Agent and Euroclear and/or
Clearstream, as the case may be, may approve for this purpose.
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6
Prescription
Claims against the Issuer in respect of principal or premium and interest on the
Securities represented by the Temporary Global Security or this permanent Global
Security will be prescribed after 10 years (in the case of principal and premium) and
five years (in the case of interest) from the Relevant Date (as defined in Condition 2
(Definitions and Interpretation)).
7
Euroclear and Clearstream
References herein to Euroclear and/or Clearstream shall be deemed to include
references to any other clearing system approved by the Trustee.
8
Authentication
This permanent Global Security shall not be or become valid or obligatory for any
purpose unless and until authenticated by or on behalf of the Principal Paying Agent.
9
Governing law and Jurisdiction
This permanent Global Security and any non-contractual obligations arising out of or
in connection with it are governed by, and shall be construed in accordance with, the
laws of England and the Issuer has in the Trust Deed submitted to the jurisdiction of
the courts of England for all purposes in connection with this permanent Global
Security.
10
Contracts (Rights of Third Parties) Act 1999
No rights are conferred on any person under the Contracts (Rights of Third Parties)
Act 1999 to enforce any term of this permanent Global Security, but this does not
affect any right or remedy of any person which exists or is available apart from that
Act.
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In witness whereof the Issuer has caused this permanent Global Security to be signed manually or in
facsimile by a person duly authorised on its behalf.
ENEL Società per Azioni
By:
(Duly authorised)
Issued in London on 10 September
2020
Certificate of authentication
This permanent Global Security is duly
authenticated without recourse,
warranty or liability.
Duly authorised
for and on behalf of
The Bank of New York Mellon, London
Branch
as Principal Paying Agent
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THE SCHEDULE
Part I
Payments of Principal, Premium and Interest
The following payments on this permanent Global Security have been made:
Remaining
principal
amount of this
permanent
Global
Notation
Security
made on
Principal
following such
behalf of the
Date Made
Interest paid
Premium paid
paid
payment
Issuer

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Part II
Exchanges of the Temporary Global Security for this
Permanent Global Security and
Purchases and Cancellations
The following exchanges of a part of the Temporary Global Security for a like part of this
permanent Global Security and purchases and cancellations of a part of this permanent
Global Security have been made:
Part of principal
Aggregate
amount of the
principal amount
Temporary Global
Part of principal
of this permanent
Security
amount of this
Global Security
exchanged for a
permanent Global following such
like part of this
Security
exchange or
Notation made
permanent Global purchased and
purchase and
on behalf of the
Date made
Security
cancelled
cancellation
Issuer

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Part III
FURTHER INFORMATION RELATING TO THE ISSUER
The information set out in this Schedule 1 Part III is mandatory pursuant to Article 2414 of the Italian
Civil Code.
The purpose of the Issuer shall be to acquire and manage equity holdings in Italian or
foreign companies and firms, as well as to provide such subsidiary companies and firms
with strategic guidelines and coordination with regard to both their industrial organisation
and the business activities in which they engage.
Through affiliates or subsidiaries the Issuer shall operate especially:
(a)
in the electricity industry, including the activities of production, importation and
exportation, distribution and sale, as well as transmission within the limits of existing
legislation;
(a)
in the energy industry in general, including fuels, and in the field of environmental
protection, as well as in the water sector;
(b)
in the communications, telematics and information-technology industries and those
of multimedia and interactive services;
(c)
in
network-based
sectors
(electricity,
water,
gas,
district
heating,
telecommunications) or those which, in any case, provide urban services locally;
(d)
in other sectors:
-
in any way related to or connected with the activities carried out in the sectors
mentioned above;
-
allowing the facilities, resources and expertise employed in the sectors
mentioned above (such as, by way of example and without limitation:
publishing, real estate and services to firms) to be enhanced and better utilised;
-
allowing the profitable use of the goods produced and the services provided in
the sectors mentioned above;
(e)
in the carrying out of activities involving systems and installations design,
construction, maintenance and management; the production and sale of equipment;
research, consulting and assistance; as well as the acquisition, sale, marketing and
trading of goods and services, all activities connected with the sectors mentioned
above under (a), (b), (c) and (d).
In the interest of its affiliates or subsidiaries, the Issuer may also carry out directly any activity
connected with or instrumental to its own business or that of its affiliates or subsidiaries
themselves.
To this end, the Issuer shall in particular see to:

the coordination of the managerial resources of its affiliates or subsidiaries, including the
carrying out of appropriate training initiatives;
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the administrative and financial coordination of its affiliates or subsidiaries, effecting in
their favour all appropriate transactions, including granting loans and, more in general,
the framework and management of their financial activities;

the supply of other services in favour of its affiliates or subsidiaries in areas of specific
business interest.
In order to attain its corporate purpose, the Issuer may also carry out all transactions that are
instrumentally necessary or useful or at any rate related, such as, by way of example: the provision
of collateral and/or personal guarantees for both its own and third-party commitments; transactions
involving movables and real-estate and commercial operations; and anything else that is connected
with its corporate purpose or that allows better use of its own facilities and/or resources or those of
its affiliates or subsidiaries, with the exception of accepting monetary deposits from the public and
providing investment services as defined by legislative decree No. 58 of 24 February 1998, as well
as the activities referred to in section 106 of legislative decree No. 385 of 1 September 1993 insofar
as they are also exercised vis-à-vis the public.
Registered Office:
Viale Regina Margherita 137, Rome, Italy.
Issuer's Registered Number:
Companies' Registry of Rome No.
00811720580, Chamber of Commerce of Rome,
Italy.
Amount of share capital and reserves:
Share capital: euro 10,166,679,946, consisting
of 10,166,679,946 ordinary shares with a
nominal value of euro 1 each, (of which
10,165,130,794 ordinary shares in circulation
and 1,549,152 treasury shares).
Reserves: euro 16,255,462,174 (divided
between legal reserves of euro 2,033,335,989
and other reserves of euro 14,222,126,185)
Date of resolutions authorising the issue of the
Resolution passed on 10 June 2020 and
Securities:
registered at the Companies' Registry of Rome
on 11 June 2020.
Decision (determina) passed on 2 July 2020 and
registered at the Companies' Registry of Rome
on 2 July 2020.
Prospectus:
The Offering Circular of ENEL -- Società per
Azioni dated 9 September 2020.
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PART IV
TERMS AND CONDITIONS OF THE 600,000,000 PERPETUAL NON-CALL 6.5
YEARS CAPITAL SECURITIES
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