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Società Per Azioni ENEL Finance International SA

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Società Per Azioni ENEL Finance International SA Level: 6 – From: 6 – Thursday, May 3, 2007 – 5:21 pm – mac5 – 3687 Intro : 3687 Intro ENEL – Società per Azioni (incorporated with limited liability in Italy) as an Issuer and Guarantor and ENEL Finance International S.A. (a public limited liability company (société anonyme), incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 35, boulevard du Prince Henri, L-1724 Luxembourg and registered with the Luxembourg trade and companies register under number B.60.086) as an Issuer €25,000,000,000 Global Medium Term Note Programme On 7th December, 2000 ENEL – Società per Azioni (“ENEL”) entered into a Global Medium Term Note Programme (the “Programme”) and issued an offering circular on that date describing the Programme. The Programme was subsequently updated on 10th May, 2001 and was further updated on 28th October, 2002, on 29th October, 2003 and on 8th November, 2005, when ENEL Investment Holding B.V. ceased to be an issuer under the Programme and was replaced by ENEL Finance International S.A. (“ENEL S.A.”, and, each of ENEL and ENEL S.A. an “Issuer”). This Offering Circular supersedes all previous Offering Circulars. Any Notes (as defined below) issued under the Programme on or after the date of this Offering Circular are issued subject to the provisions herein. This does not affect any Notes already issued. Under the Programme, each of ENEL and ENEL S.A. may from time to time issue notes (the “Notes”) denominated in any currency agreed between the relevant Issuer and the relevant Dealer (as defined below). References in this Offering Circular to the “relevant Issuer” shall, in relation to any Tranche of Notes, be construed as references to the Issuer which is, or is intended to be, the Issuer of such Notes as indicated in the applicable Final Terms. The payment of all amounts owing in respect of Notes issued by ENEL S.A. will be unconditionally and irrevocably guaranteed by ENEL in its capacity as guarantor (the “Guarantor”). ENEL S.A. has a right of substitution as set out in Condition 16. ENEL S.A. may at any time, without the consent of the Noteholders, Receiptholders or the Couponholders, substitute for itself as principal debtor under the Notes, Receipts and the Coupons ENEL as Issuer. ENEL shall indemnify each Noteholder, Receiptholder and Couponholder against (A) any tax, duty, assessment or governmental charge which is imposed on such Noteholder, Receiptholder or Couponholder by (or by any authority in or of) the Republic of Italy with respect to any Note, Receipt or Coupon and which would not have been so imposed had the substitution not been made and (B) any tax, duty, assessment or governmental charge, and any cost or expense relating to the substitution, except that ENEL shall not be liable under such indemnity to pay any additional amounts either on account of “imposta sostitutiva” or on account of any other withholding or deduction in the event of payment of interest or other amounts paid to a non-Italian resident legal entity or a non-Italian resident individual which is resident in a country which does not allow for a satisfactory exchange of information. For further details regarding ENEL S.A.’s right of substitution see Condition 16. Notes may be issued in bearer or registered form (respectively “Bearer Notes” and “Registered Notes”). The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed €25,000,000,000 (or its equivalent in other currencies calculated as described herein), subject to increase as described herein. The Notes may be issued on a continuing basis to one or more of the Dealers specified under “Summary of the Programme” and any additional Dealer appointed under the Programme from time to time by the relevant Issuer (each a “Dealer” and together the “Dealers”), which appointment may be for a specific issue or on an ongoing basis. References in this Offering Circular to the “relevant Dealer” shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to purchase such Notes. An investment in Notes issued under the Programme involves certain risks. For a discussion of these see “Risk Factors”. Application has been made to the Irish Financial Services Regulatory Authority (“IFSRA”) as competent authority under the Prospectus Directive (as defined below) for the Offering Circular to be approved. Approval of the IFSRA relates only to Notes which are to be admitted to trading on the regulated market of the Irish Stock Exchange or other regulated markets for the purposes of Directive 93/22/EEC or which are to be offered to the public in any member state of the European Economic Area. Application has also been made to the Irish Stock Exchange for Notes issued under the Programme to be admitted to the Official List and trading on its regulated market. Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and conditions not contained herein which are applicable to each Tranche (as defined under “Terms and Conditions of the Notes”) of Notes will be set out in a final terms (the “Final Terms”) which, with respect to Notes to be listed on the Irish Stock Exchange, will be filed with IFSRA. The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchanges or markets as may be agreed between the relevant Issuer and the Guarantor (where ENEL is not the relevant Issuer) and the relevant Dealer. The relevant Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market. Application may also be made to have certain Series of Notes accepted for trading in the Private Offerings, Resales and Trading through Automated Linkages System (“PORTAL”) of the National Association of Securities Dealers, Inc. The Notes issued by ENEL will constitute “obbligazioni” pursuant to Article 2410, and the Articles that follow such Article 2410, of the Italian Civil Code, which relate to the issuance of “obbligazioni” by corporations in Italy. The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and may not be offered or sold within the United States or to, or for the account or benefit of, any U.S. person (as defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Notes will be offered and sold in offshore transactions outside the United States in reliance on Regulation S under the Securities Act and, if so specified in the applicable Final Terms, within the United States to “qualified institutional buyers” (as defined in Rule 144A under the Securities Act), in transactions exempt from the registration requirements of the Securities Act. The Notes in bearer form are subject to U.S. tax law requirements. The relevant Issuer and the Guarantor (where ENEL is not the relevant Issuer) may agree with any Dealer that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes herein, in which event (in the case of Notes intended to be listed on the Irish Stock Exchange) a supplementary Offering Circular, if appropriate, will be made available which will describe the effect of the agreement reached in relation to such Notes. Arrangers Deutsche Bank JPMorgan Dealers ABN AMRO Banca IMI Barclays Capital BNP PARIBAS Citi Credit Suisse Deutsche Bank Goldman Sachs International JPMorgan Lehman Brothers MEDIOBANCA S.p.A. Merrill Lynch International Morgan Stanley UBS Investment Bank The date of this Offering Circular is 4th May, 2007 WorldReginfo - 9d5bd196-b9c8-418f-aebc-fa18cac8568b Level: 6 – From: 6 – Thursday, May 3, 2007 – 5:21 pm – mac5 – 3687 Intro : 3687 Intro The Offering Circular comprises a base prospectus in relation to each Issuer for the purposes of Article 5.4 of Directive 2003/71/EC (the “Prospectus Directive”). The Issuers and the Guarantor accept responsibility for the information contained in this Offering Circular. To the best of the knowledge of the Issuers and the Guarantor (each having taken all reasonable care to ensure that such is the case) the information contained in this Offering Circular is in accordance with the facts and does not omit anything likely to affect the import of such information. Copies of Final Terms will be available from the registered office of the relevant Issuer and the specified office of the Paying Agent. This Offering Circular is to be read in conjunction with all documents which are incorporated herein by reference (see “Documents Incorporated by Reference” below). This Offering Circular shall be read and construed on the basis that such documents are incorporated in, and form part of, this Offering Circular. The Dealers have not independently verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Dealers as to the accuracy or completeness of the information contained or incorporated in this Offering Circular or any other information provided by either Issuer or the Guarantor in connection with the Programme. No Dealer accepts any liability in relation to the information contained or incorporated by reference in this Offering Circular or any other information provided by either Issuer or the Guarantor in connection with the Programme. Subject as provided in the applicable Final Terms, the only persons authorised to use this Offering Circular in connection with an offer of Notes are the persons named in the applicable Final Terms as the relevant Dealer, the Managers or the Financial Intermediaries, as the case may be.
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