Subsequent events

Bond issue for Italian and European retail investors

Following the resolution of the Board of Directors of November 4, 2009, on February 10, 2010, CONSOB approved publication of the prospectus relating to the offering and listing on the electronic bond market (MOT) of Enel SpA fixed- and floating-rate bonds reserved for investors in Italy and other European countries (specifically France, Germany, Belgium and Luxembourg) for a maximum aggregate amount of €2 billion, which on February 18, 2010 was increased to a maximum of €3 billion as provided for in the prospectus.

The offering was originally scheduled to take place between February 15 and 26, 2010, during which investors could subscribe fixed- or floating-rate bonds (both with a 6-year maturity and principal repaid in full at maturity) with a minimum investment of €2,000, equal to 2 bonds with a nominal value of €1,000 each, with the possibility of increases of at least 1 bond with a nominal value of €1,000 each. Subscribers will not be charged any subscription fees or commissions.

Following the full placement of a maximum amount of 3 million bonds, on February 18, 2010, in agreement with the lead managers of the offering, Enel announced the early closure of the pan-European offer period as at February 19, 2010.

As envisaged in the prospectus, the volume of orders received, the consequent breakdown of the issue between fixed and floating-rate bonds and the associated interest rates were announced within 5 days of the close of the offer period (i.e. by February 26, 2010). More specifically:

• demand amounted to €14.66 billion, 4.9-times the amount on offer;
• the total amount issued came to €2 billion allotted to 251,417 investors for the fixed-rate tranche and €1 billion allotted to 123,079 investors for the floating-rate tranche;
• the fixed-rate bonds pay a nominal gross annual interest rate of 3.50%. The effective gross annual interest rate is equal to 3.52%, calculated as the sum of a spread of 73 basis points and the 6-year mid-swap rate. Interest will be paid annually in arrears. The issue date and interest accrual date for the fixed-rate bonds is February 26, 2010.

The floating-rate bonds will pay interest half-yearly in arrears at a nominal annual interest rate equal to 6-month Euribor plus a spread of 73 basis points. The issue date and interest accrual date for the floating-rate bonds is February 26, 2010.

As requested by Enel, on February 25, 2010, the ratings for the bonds (both fixed and floating rate) were assigned as follows:

• Fitch: A;
• Moody’s: A2;
• Standard and Poor’s: A-.

The proceeds of the offer will help finance the general operations of the Group, including the refinancing of consolidated debt.

Liquidation of Enel Capital

As from January 1, 2010 Enel Capital, wholly owned by Enel SpA, has been placed in liquidation.