ENEL — Società Per Azioni (Incorporated with Limited Liability in Italy) U.S
OFFERING CIRCULAR NOT FOR GENERAL CIRCULATION IN THE UNITED STATES ENEL — Società per Azioni (incorporated with limited liability in Italy) U.S. $1,250,000,000 Capital Securities due 2073 Enel — Società per Azioni (the “Issuer” or “Enel”) will issue U.S. $1,250,000,000 Capital Securities due 2073 (the “Securities”) on September 24, 2013 (the “Issue Date”). The Securities will bear interest on their principal amount (a) from (and including) the Issue Date to (but excluding) the First Reset Date, at the rate of 8.750 percent per annum and (b) from (and including) the First Reset Date to (but excluding) the Maturity Date, for each Reset Period, the relevant 5-year Swap Rate plus (A) in respect of the Reset Periods commencing on the First Reset Date, September 24, 2028, September 24, 2033 and September 24, 2038, 6.130 percent per annum, and (B) in respect of any other Reset Period, 6.880 percent per annum (each, as defined in “Description of the Securities”). Interest on the Securities will be payable semi- annually in arrears on March 24 and September 24 each year, commencing on March 24, 2014 (each an “Interest Payment Date”). Payment of interest on the Securities may be deferred at the option of the Issuer in certain circumstances, as set out under “Description of the Securities — Interest Deferral”. The Securities will be issued in fully registered form and only in denominations of U.S. $200,000 and in integral multiples of U.S. $1,000 in excess thereof. Unless previously redeemed by the Issuer as provided below, the Issuer will redeem the Securities on September 24, 2073 at their principal amount, together with interest accrued to, but excluding, such date and any Arrears of Interest (as defined in “Description of the Securities”).
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