Supplement No. 2 Dated 8 October 2019 to the Base Prospectus Dated 17 December 2018
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Supplement No. 2 dated 8 October 2019 to the Base Prospectus dated 17 December 2018 ENEL — Società per Azioni (incorporated with limited liability in Italy) as an Issuer and Guarantor and ENEL FINANCE INTERNATIONAL N.V. (a limited liability company incorporated in The Netherlands, having its registered office at Herengracht 471, 1017 BS Amsterdam, The Netherlands) as an Issuer €35,000,000,000 Euro Medium Term Note Programme This supplement (the “Supplement”) is supplemental to, and should be read in conjunction with, the base prospectus dated 17 December 2018, as supplemented by the supplement no. 1 dated 9 May 2019, (the “Base Prospectus”) issued for the purpose of giving information with regard to the issue of notes (the “Notes”) by ENEL – Società per Azioni (“ENEL”) and ENEL Finance International N.V. (“ENEL N.V.”) guaranteed, in the case of Notes issued by ENEL N.V., by ENEL under the €35,000,000,000 Euro Medium Term Note Programme (the “Programme”) during the period of twelve months after the date of the Base Prospectus. This Supplement is issued in accordance with Article 16 of Directive 2003/71/EC, as amended or superseded (the “Prospectus Directive”) and constitutes a supplement to the Base Prospectus for the purposes of the Prospectus Directive. This Supplement has been approved by the Central Bank of Ireland (the “Central Bank”), as the competent authority under the Prospectus Directive. The Central Bank only approves this Supplement as meeting the requirements imposed under Irish law and EU law pursuant to the Prospectus Directive. The Central Bank has been requested to provide a certificate of approval and a copy of the Base Prospectus and this Supplement to the relevant competent authority in Luxembourg. Each of ENEL and ENEL N.V. accepts responsibility for the information contained in this Supplement. To the best of the knowledge and belief of ENEL and ENEL N.V. (having taken all reasonable care to ensure that such is the case), the information contained in this Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information. This Supplement has been prepared to: (1) update the rating information regarding the Issuer included in the front page of the Base Prospectus; (2) update the legends on page 5 of the Base Prospectus; (3) incorporate by reference in the section of the Base Prospectus entitled “Documents Incorporated by Reference” the latest interim financial statements relating to ENEL and ENEL N.V. as well as certain press releases; (4) update the section “Risk Factors” of the Base Prospectus; (5) update the section “Overview of the Programme”; (6) update the Form of Final Terms included in the Base Prospectus; (7) update the Terms and Conditions of the Notes included in the Base Prospectus; 1 (8) update the section “Description of ENEL” of the Base Prospectus; (9) update the section “Description of Enel Finance International N.V.” of the Base Prospectus; (10) update the section “Taxation” of the Base Prospectus; (11) update the section “Subscription and Sale and Selling Restrictions of the Base Prospectus; (12) update the paragraph headed “No significant or material adverse changes” in the section “General Information” of the Base Prospectus; and (13) communicate the retirement of Deutsche International Corporate Services (Ireland) Limited as Paying Agent and Transfer Agent. Unless the context otherwise requires, terms defined in the Base Prospectus shall have the same meaning when used in this Supplement. To the extent that there is any inconsistency between (a) any statement in, or incorporated by reference into, the Base Prospectus by this Supplement and (b) any other statement in, or incorporated by reference into, the Base Prospectus, the statements in (a) above will prevail. Save as disclosed in this Supplement, there has been no other significant new factor, material mistake or inaccuracy relating to information included in the Base Prospectus since the publication of the Base Prospectus. Copies of this Supplement may be inspected in physical form free of charge (i) at the registered office of each of ENEL and ENEL N.V. and (ii) at the specified offices of the Paying Agents for the time being in Ireland. This Supplement is also available on the website of Euronext Dublin at www.ise.ie. The date of this Supplement is 8 October 2019. 2 FRONT PAGE The 13th paragraph of the front page of the Base Prospectus shall be deemed deleted and replaced in its entirety by the following: “ENEL’s long-term debt is currently rated “BBB+” (stable outlook) by S&P Global Ratings Europe Limited (France Branch) (“S&P”), “A-” (stable outlook) by Fitch Italia S.p.A. (“Fitch”) and “Baa2” (positive outlook) by Moody’s France S.A.S. (“Moody’s”). Each of Moody’s, S&P and Fitch is established in the EU and registered under Regulation (EC) No.1060/2009 (as amended) (the “CRA Regulation”) and as such is included in the list of credit rating agencies published by the European Securities and Markets Authority (“ESMA”) on its website (at http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA Regulation. Tranches of Notes to be issued under the Programme will be rated or unrated. Where a Tranche of Notes is to be rated, such rating will not necessarily be the same as the rating assigned to Notes already issued. Where a Tranche of Notes is rated, the applicable rating(s) will be specified in the relevant Final Terms. Whether or not a rating in relation to any Tranche of Notes will be treated as having been issued by a credit rating agency established in the EU and registered under the CRA Regulation will be disclosed in the relevant Final Terms. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.” 3 BASE PROSPECTUS LEGENDS The following paragraph shall be included at the end of page 5 of the Base Prospectus: “SINGAPORE SFA PRODUCT CLASSIFICATION: In connection with Section 309B of the Securities and Futures Act (Chapter 289) of Singapore (the “SFA”) and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the “CMP Regulations 2018”), the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Notes are ‘prescribed capital markets products’ (as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).” 4 DOCUMENTS INCORPORATED BY REFERENCE The information set out below supplements the section of the Base Prospectus headed “Documents Incorporated by Reference” on pages 34 to 38 of the Base Prospectus, adding the following additional documents to be incorporated by reference. (a) “the translation into English of the half-year financial report at June 30, 2019 of ENEL (“ENEL’s 2019 Half Year Report”), available at https://www.enel.com/content/dam/enel- com/governance_pdf/reports/interim-financial-reports/2019/half-year-financial- report_30june2019.pdf; (b) the translations into English of the review report on the condensed interim consolidated financial statements of ENEL (“ENEL’S 2019 Review Report”), available at https://www.enel.com/content/dam/enel-com/governance_pdf/reports/interim-financial- reports/2019/condensed-interim-consolidated-financial-statements_30-june-2019.pdf; (c) the half year report of ENEL N.V. for the six months ended 30 June 2019 (the “ENEL N.V.’s 2019 Half Year Report”), available at https://www.enel.com/content/dam/enel- com/governance_pdf/reports/interim-financial-reports/2019/enel-finance-international-nv-interim- condensed-financial-statements_30June2019.pdf; (d) the press release dated 15 May 2019 and headed “Enel refinances outstanding hybrid bonds” available at https://www.enel.com/content/dam/enel-common/press/en/2019- May/Enel%20Hybrid%20Bond%20ENG.pdf; (e) the press release dated 17 May 2019 and headed “Enel, positive impact from resolution of pending regulatory issues in Argentina” available at https://www.enel.com/content/dam/enel- common/press/en/2019-May/Enel%20Edesur%20ENG.pdf ; (f) the press release dated 22 May 2019 and headed “Enel completes hybrid bonds refinancing” available at https://www.enel.com/content/dam/enel-common/press/en/2019- May/Enel%20Hybrid%20Exchange%20Offer%20ENG.pdf; (g) the press release dated 31 May 2019 and headed “Enel closes sale of 540 MW of renewable capacity in Brazil” available at https://www.enel.com/content/dam/enel-common/press/en/2019- May/EGP%20Brasil%20plants%20sale%20ENG.pdf; (h) headed “Enel Russia Board calls extraordinary shareholders’ meeting to approve Reftinskaya GRES sale” available athttps://www.enel.com/content/dam/enel-common/press/en/2019- June/Enel%20Russia-Reftinskaya%20ENG.pdf ; (i) the press release dated 20 June 2019 and headed “Enel Russia and Kuzbassenergo signed Reftinskaya GRES sale-purchase agreement” available at https://www.enel.com/content/dam/enel- common/press/en/2019-June/Enel%20Russia-Reftinskaya%20ENG%202.pdf; (j) the press release dated 20 June 2019 and headed “Enel confirms signing of confidentiality agreement with Tim and CDP Equity” available at https://www.enel.com/content/dam/enel- common/press/en/2019-June/NDA%20ENG.pdf; (k) the press release dated 28 June 2019 and headed “Enel to further increase its stake in Enel Americas by up to 5%” available at