ENEL – Societ  per Azioni ENEL FINANCE INTERNATIONAL N.V. ENEL FINANCE...

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Transcript of ENEL – Societ  per Azioni ENEL FINANCE INTERNATIONAL N.V. ENEL FINANCE...

Base Prospectus dated 5 October 2016

ENEL Societ 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 On 7 December 2000 ENEL Societ per Azioni (ENEL or the Company) 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, most recently on 20 October 2015. This base prospectus (the Base Prospectus), which provides for the Programme to be a Euro

Medium Term Note Programme, supersedes all previous offering circulars. Any Notes (as defined below) issued under the Programme on or after the date of this Base Prospectus are issued subject to the

provisions herein. This does not affect any Notes already issued.

Under the Programme, each of ENEL and ENEL Finance International N.V. (ENEL N.V.) 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 Base Prospectus 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 N.V. will be unconditionally and irrevocably

guaranteed by ENEL in its capacity as guarantor (the Guarantor).

ENEL N.V. has a right of substitution as set out in Condition 16(a) and Condition 16(c). ENEL N.V. may at any time, without the consent of the Noteholders or the Couponholders, substitute for itself as

principal debtor under the Notes and the Coupons either ENEL as Issuer or any of ENELs Subsidiaries (as defined below). ENEL or the relevant Subsidiary (failing which, ENEL) shall indemnify each

Noteholder and Couponholder against any adverse tax consequences of such a substitution, except that neither ENEL nor the relevant Subsidiary shall 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. When ENEL N.V. is to be substituted by another of ENELs Subsidiaries, such

substitution may only take place if ENEL continues to guarantee the obligations of such Subsidiary. For further details regarding ENEL N.V.s right of substitution see Condition 16(a) and Condition 16(c).

ENEL has a right of substitution as set out in Condition 16(b). ENEL may, at any time, without the consent of the Noteholders or the Couponholders, substitute for itself as principal debtor under the Notes

and Coupons any of its Subsidiaries provided that ENEL shall guarantee the obligations of such Subsidiary. The relevant Subsidiary (failing which, ENEL) shall indemnify each Noteholder and

Couponholder against any adverse tax consequences of such a substitution, except that neither the relevant Subsidiary nor ENEL shall 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 ENELs right of substitution, see Condition 16(b).

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 35,000,000,000 (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 Overview 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 Base Prospectus 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.

This Base Prospectus has been approved by the Central Bank of Ireland (the Central Bank), as competent authority under the Prospectus Directive 2003/71/EC, as amended, to the extent that such

amendments have been implemented in the relevant Member State of the European Economic Area (the Prospectus Directive). The Central Bank only approves this Base Prospectus as meeting the

requirements imposed under Irish and European Union (EU) law pursuant to the Prospectus Directive. Such approval 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 2004/39/EC or which are to be offered to the public in any Member State of the European Economic Area. Application has

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 the final terms (the Final Terms) which, with respect to Notes to be listed on the Irish Stock Exchange, will be filed with the Central Bank.

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. Where Notes issued under the Programme are listed or admitted to trading on a regulated market within the European Economic

Area or offered to the public in a Member State of the European Economic Area in circumstances which require the publication of a prospectus under the Prospectus Directive, such Notes will not have a

denomination of less than 100,000 (or, in the case of Notes that are not denominated in euro, the equivalent thereof in such other currency). The relevant Issuer may also issue unlisted Notes and/or Notes

not admitted to trading on any market. 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 with any securities regulatory authority of any state or other jurisdiction of

the United States, and the Notes may include bearer notes that are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes may not be offered or sold or, in the case of bearer notes,

delivered within the United States or for the account or benefit of U.S. Persons (as defined in Regulation S under the Securities Act (Regulation S)). The Notes will be offered and sold in offshore

transactions to non-U.S. persons outside the United States in reliance on Regulation S under the Securities, in transactions exempt from the registration requirements of the Securities Act. For a description

of these and certain further restrictions on offers, sales and transfers of Notes and distribution of this Base Prospectus see Subscription and Sale and Selling and Transfer Restrictions.

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 a Drawdown Prospectus (as defined below), if appropriate, will be made available which will describe the effect of the agreement reached in relation to such Notes.

ENELs long-term debt is currently rated BBB (stable outlook) by Standard & Poors Credit Market Services Italy s.r.l. (S&P), BBB+ (stable outlook) by Fitch Ratings Ltd (Fitch) and Baa2

(stable outlook) by Moodys Investors Service Ltd (Moodys). Each of Moodys, 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 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