-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T7aVr4Etlhv+sESr471awFvj9cSKsCpN3IIT56eyyj65tXIsj480t5iWGGpUOmjG jmK0glRPjQN1ehRKBBcrkA== 0000893750-07-000141.txt : 20070427 0000893750-07-000141.hdr.sgml : 20070427 20070427165827 ACCESSION NUMBER: 0000893750-07-000141 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070427 DATE AS OF CHANGE: 20070427 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ENDESA SA CENTRAL INDEX KEY: 0001046649 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 000000000 STATE OF INCORPORATION: U3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80961 FILM NUMBER: 07796595 BUSINESS ADDRESS: STREET 1: CALLE RIBERA DEL LOIRA 60 CITY: MADRID STATE: U3 ZIP: 28042 BUSINESS PHONE: 34-91-2131000 MAIL ADDRESS: STREET 1: 410 PARK AVE STREET 2: STE 410 CITY: NEW YORK STATE: NY ZIP: 10022 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Enel Energy Europe S.r.l. CENTRAL INDEX KEY: 0001392182 IRS NUMBER: 000000000 STATE OF INCORPORATION: L6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: VIALE REGINA MARGHERITA, 137 CITY: ROME STATE: L6 ZIP: 00198 BUSINESS PHONE: 390683057378 MAIL ADDRESS: STREET 1: VIALE REGINA MARGHERITA, 137 CITY: ROME STATE: L6 ZIP: 00198 SC 13D/A 1 schedule13d.htm SCHEDULE 13D/A Schedule 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
 

SCHEDULE 13D/A

(RULE 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

(Amendment No. 10)*

 

Endesa, S.A.

------------------------------------------------------------------------------------------------------------------------

(Name of Issuer) 
 

American Depositary Shares, each representing the right to receive one ordinary share, nominal value €1.20 each

Ordinary Shares, nominal value €1.20 each

------------------------------------------------------------------------------------------------------------------------

(Title of Class of Securities)

  
00029274F1

------------------------------------------------------------------------------------------------------------------------

(CUSIP Number)

  
ENEL Società per Azioni
Viale Regina Margherita 137
00198 Rome
Italy
Attention:  Department of Corporate Affairs

+39 06830 52783

 

Copy to:
 

Michael Wolfson

Simpson Thacher & Bartlett LLP

One Ropemaker Street
London EC2Y 9HU
+44 (0)207 275 6500

------------------------------------------------------------------------------------------------------------------------

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

  

April 26, 2007

------------------------------------------------------------------------------------------------------------------------

(Date of Event which Requires Filing of this Statement)
  

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box  [   ]

 

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).









SCHEDULE 13D

This Amendment No. 10 (“Amendment No. 10”) amends and supplements the statement on Schedule 13D (as previously amended from time to time, the “Schedule 13D”) filed by ENEL Società per Azioni (“ENEL”) and Enel Energy Europe Società a Responsabilità Limitata (“EEE” and together with ENEL, the “Reporting Persons”), pursuant to a Joint Filing Agreement filed with the original Schedule 13D on March 9, 2007, with respect to the ordinary shares, nominal value €1.20 each (a “Share”), and the American Depositary Shares (the “ADSs”), each representing the right to receive one Share of Endesa, S.A. (“Endesa” or the “Issuer”).  Capitalized terms used and not defined in this Amendment No. 10 have the meanings set forth in the Schedule 13D.  Except as specifically provided herein, this Amend ment No. 10 does not modify any of the information previously reported in the Schedule 13D.  This Amendment No. 10 is being filed for the purpose of publicly disclosing certain important developments in connection with the Reporting Person’s investment in Endesa.  

Item 4.  Purpose of Transaction.

Item 4 is hereby amended to add the following supplemental information:  

On April 26, 2007, the Spanish energy regulator, Comisión Nacional de Energía (the “CNE”), authorized the acquisition by EEE of Shares up to the level that would require EEE to launch a mandatory tender offer under Spanish law.  ENEL issued a press release announcing this authorization by the CNE on April 27, 2007, which is attached hereto as Exhibit 99.32.  This summary of the CNE authorization is qualified in its entirety by reference to the English translation of the CNE authorization, attached hereto as Exhibit 99.33.

Item 7.  Material to be Filed as Exhibits.

Item 7 is hereby amended and supplemented by adding the following thereto:

99.32

Press release of ENEL S.p.A. dated April 27, 2007, announcing that the Spanish energy regulatory authority, Comisión Nacional de Energía, authorized Enel Energy Europe S.r.L. to acquire up to 24.99% of the share capital of Endesa, S.A., incorporated herein by reference to Exhibit 99.27 of the Schedule TO-C filed by ENEL S.p.A., Enel Energy Europe S.r.L., Acciona, S.A. and Finanzas Dos, S.A. with the Securities and Exchange Commission on April 27, 2007.

99.33

English translation of the resolution of the Spanish energy regulatory authority (Comisión Nacional de Energía) dated April 26, 2007.



-2-





SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  April 27, 2007

ENEL Società per Azioni

By:

/s/ Fulvio Conti                                     
Name:

Fulvio Conti
Title:

Chief Executive Officer

Enel Energy Europe Società a Responsabilità Limitata

By:

  /s/ Claudio Machetti                              
Name:

Claudio Machetti
Title:

Director




 -3-





IMPORTANT INFORMATION

This filing (including the exhibits to this filing) does not constitute an offer to sell or an offer to buy any securities or a solicitation of any vote or approval.  Endesa, S.A. investors and security holders are urged to read the prospectus and U.S. tender offer statement from Enel S.p.A., Enel Energy Europe S.r.L., Acciona, S.A. and/or Finanzas Dos, S.A. regarding the proposed tender offer for Endesa securities when they become available, because they will contain important information. The prospectus and certain complementary documentation for the tender offer have been filed in Spain with the Comisión Nacional del Mercado de Valores (the “CNMV”) and a pending approval by the CNMV. Likewise, if a tender offer is extended in the United States, a U.S. tender offer statement will be filed in the United States with the U.S. Securities and Exchange Commission (the “SEC&# 148;).  Investors and security holders may obtain a free copy of the prospectus (when it is available) and its complementary documentation from Enel S.p.A., Acciona, S.A., Endesa, S.A. and the four Spanish Stock Exchanges. The prospectus will also be available on the websites of the CNMV (www.cnmv.es). Likewise, investors and security holders may obtain a free copy of the U.S. tender offer statement (when it is available) and other documents filed by Enel S.p.A., Enel Energy Europe S.r.L., Acciona, S.A. and Finanzas Dos, S.A. with the SEC on the SEC’s web site at www.sec.gov.  The availability of the tender offer to Endesa, S.A. shareholders who are not resident in and citizens of Spain or the United States may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions.

Enel S.p.A., Enel Energy Europe S.r.L., their affiliates and their agents may purchase or arrange to purchase securities of Endesa, S.A. outside of any tender offer they may make for such securities, but only if permitted to do so by the laws and regulations of Spain (including receipt of approval by the CNMV of any such purchase or arrangement to purchase, if required by such laws and regulations).  In connection with any such purchase or arrangement to purchase, Enel S.p.A. and Enel Energy Europe S.r.L. will disseminate information regarding any such purchase or arrangement to purchase by filing a current report (hecho relevante) with the CNMV, an English translation of which will be filed with the SEC and Enel S.p.A., Enel Energy Europe S.r.L., their affiliates and their agents will rely on, and comply with the other conditions of, the class exemptive relief from Rule 14e-5 under the U.S . Securities Exchange Act of 1934, as amended, granted by the SEC on March 2, 2007.  In addition, Enel S.p.A., Enel Energy Europe S.r.L., their affiliates and their agents may enter into agreements (including hedging transactions) with respect to securities of Endesa, S.A. if permitted to do so by the laws and regulations of Spain (including receipt of approval by the CNMV of any such agreements, if required by such laws and regulations).

FORWARD-LOOKING STATEMENTS

This filing may contain forward-looking statements. Forward-looking statements may be identified by words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “will” or words of similar meaning and include, but are not limited to, statements about the expected future business of Enel, S.p.A. or Endesa, S.A. resulting from and following the proposed transaction. These statements are based on the current expectations of Enel S.p.A.’s management, and are inherently subject to uncertainties and changes in circumstances. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are factors relating to satisfaction of the conditions to the proposed transaction, and changes in global, political, economic, business, competiti ve, market and regulatory forces. Enel S.p.A. and Enel Energy Europe S.r.L. do not undertake any obligation to update the forward-looking statements to reflect actual results, or any change in events, conditions, assumptions or other factors.



 -4-





INDEX OF EXHIBITS

Exhibit
 

Description
 

10.1.

English translation of the agreement by and between Acciona, S.A., Finanzas Dos, S.A., ENEL S.p.A. and Enel Energy Europe S.r.L., dated March 26, 2007, regarding the development of a joint management project for Endesa, S.A. incorporated herein by reference to Exhibit 10.16 of the amendment no. 15 to the statement on Schedule 13D filed by Acciona, S.A. and Finanzas Dos, S.A. with the Securities and Exchange Commission on March 28, 2007.
 

10.2.

Agreement by and among ENEL S.p.A, Acciona, S.A. and E.ON AG, dated April 2, 2007 regarding the settlement of their conflicts and certain other matters relating to Endesa, S.A. incorporated herein by reference to Exhibit 99.41 of the Amendment No. 16 to the statement on Schedule 13D filed by Acciona, S.A. and Finanzas Dos, S.A. with the Securities and Exchange Commission on April 2, 2007.
 

10.3.

English Translation of Amendment, dated April 2, 2007, to the Cooperation Agreement, dated March 26, 2007, regarding the development of a joint ownership project for Endesa, S.A., by and between Acciona, S.A., Finanzas Dos, S.A., ENEL S.p.A. and Enel Energy Europe S.r.L. incorporated herein by reference to Exhibit 99.42 of the Amendment No. 16 to the statement on Schedule 13D filed by Acciona, S.A. and Finanzas Dos, S.A. with the Securities and Exchange Commission on April 2, 2007.
 

99.1.

Joint Filing Agreement between ENEL S.p.A. and Enel Energy Europe S.r.L. dated March 9, 2007.1
 

99.2.

Share Swap Transaction dated March 1, 2007 between Enel Energy Europe S.r.L. and UBS Limited in respect of 74,112,648 ordinary shares of Endesa, S.A.1
 

99.3.

Guarantee dated March 1, 2007 by ENEL S.p.A. in favor of UBS Limited in respect of liabilities arising from the Share Swap Transaction between Enel Energy Europe S.r.L. and UBS Limited in respect of 74,112,648 ordinary shares of Endesa, S.A.1
 

99.4.

Share Swap Transaction dated March 1, 2007 between Enel Energy Europe S.r.L. and Mediobanca - Banca di Credito Finanziario S.p.A. in respect of 48,488,949 ordinary shares of Endesa, S.A.1
 

99.5.

Guarantee dated March 1, 2007 by ENEL S.p.A. in favor of Mediobanca - Banca di Credito Finanziario S.p.A. in respect of liabilities arising from the Share Swap Transaction between Enel Energy Europe S.r.L. and Mediobanca - Banca di Credito Finanziario S.p.A. in respect of 48,488,949 ordinary shares of Endesa, S.A.1
 

99.6.

Share Swap Transaction dated March 2, 2007 between Enel Energy Europe S.r.L. and Mediobanca - Banca di Credito Finanziario S.p.A. in respect of 4,500,000 ordinary shares of Endesa, S.A.1
 

99.7.

Guarantee dated March 2, 2007 by ENEL S.p.A. in favor of Mediobanca - Banca di Credito Finanziario S.p.A. in respect of liabilities arising from the Share Swap Transaction between Enel Energy Europe S.r.L. and Mediobanca - Banca di Credito Finanziario S.p.A. in respect of 4,500,000 ordinary shares of Endesa, S.A.1
 

99.8.

International Swaps & Derivatives Association, Inc. Master Agreement.
 



 -5-






Exhibit
 

Description
 

99.9.

Brokerage Agreement dated February 27, 2007, between Enel Energy Europe S.r.L. and UBS Limited in respect of 105,800,000 ordinary shares of Endesa, S.A.1
 

99.10.

Structuring Fee Agreement dated March 1, 2007, between Enel Energy Europe S.r.L. and UBS Limited in respect of share swap transactions for ordinary shares of Endesa, S.A.1
 

99.11.

Press releases issued by ENEL S.p.A., dated February 27, 2007 and February 28, 2007, respectively, incorporated herein by reference to the Form 6-K filed by ENEL S.p.A. with the Securities and Exchange Commission on February 28, 2007.
 

99.12.

Press release issued by ENEL S.p.A., dated February 28, 2007 incorporated herein by reference to the Form 6-K filed by ENEL S.p.A. with the Securities and Exchange Commission on March 1, 2007.
 

99.13.

Press release issued by ENEL S.p.A., dated March 1, 2007 incorporated herein by reference to the Form 6-K filed by ENEL S.p.A. with the Securities and Exchange Commission on March 1, 2007.
 

99.14.

Press releases issued by ENEL S.p.A., both dated March 1, 2007  incorporated herein by reference to the Form 6-K filed by ENEL S.p.A. with the Securities and Exchange Commission on March 2, 2007.
 

99.15.

Press release issued by ENEL S.p.A., dated March 2, 2007 incorporated herein by reference to the Form 6-K filed by ENEL S.p.A. with the Securities and Exchange Commission on March 2, 2007.
 

99.16.

Share Swap Transaction dated March 12, 2007 between Enel Energy Europe S.r.L. and Mediobanca – Banca di Credito Finanziario S.p.A. in respect of 31,500,000 ordinary shares of Endesa, S.A.2
 

99.17.

Guarantee dated March 12, 2007 by ENEL S.p.A. in favor of Mediobanca – Banca di Credito Finanziario S.p.A. in respect of liabilities arising from the Share Swap Transaction between Enel Energy Europe S.r.L. and Mediobanca - Banca di Credito Finanziario S.p.A. in respect of 31,500,000 ordinary shares of Endesa, S.A.2
 

99.18.

Press release issued by ENEL S.p.A., dated March 12, 2007 incorporated herein by reference to the Form 6-K filed by ENEL S.p.A. with the Securities and Exchange Commission on March 12, 2007.
 

99.19.

Amended and Restated Share Swap Transaction dated March 13, 2007 between Enel Energy Europe S.r.L. and UBS Limited in respect of 74,112,648 ordinary shares of Endesa, S.A.3
 

99.20.

English translation of press release by ENEL S.p.A. dated March 23, 2007 regarding the negotiations of ENEL S.p.A. with Acciona, S.A.4
 

99.21.

Press release, dated March 26, 2007, issued by Acciona, S.A. and ENEL S.p.A. regarding Cooperation Agreement dated March 26, 2007.5
 

99.22.

Current report filed on March 26, 2007 by ENEL S.p.A. with the Spanish Comisión Nacional del Mercado de Valores – CNMV regarding the Cooperation Agreement attached as Exhibit 10.1 hereto.5 



 -6-






Exhibit
 

Description
 

99.23.

Resolution of the Spanish Comisión Nacional del Mercado de Valores – CNMV dated March 23, 2007 and English translation thereof.6
 

99.24.

English translation of the communication of the Spanish Comisión Nacional del Mercado de Valores – CNMV regarding the agreement between Acciona, S.A. and ENEL S.p.A. over Endesa, S.A., dated March 26, 2007.6
 

99.25.

Complaint filed on March 26, 2007 by E.ON AG, E.ON Zwölfte Verwaltungs GmbH and BKB AG against ENEL S.p.A. and Enel Energy Europe S.r.L. (Civil Action 07 CV 2446).6
 

99.26.

Joint press release of ENEL S.p.A. and Acciona, S.A. announcing the Settlement Agreement, dated April 2, 2007 incorporated herein by reference to Exhibit 99.41 of the Amendment No. 16 to the statement on Schedule 13D filed by Acciona, S.A. and Finanzas Dos, S.A. with the Securities and Exchange Commission on April 2, 2007.
 

99.27.

Current report filed on April 2, 2007 by ENEL S.p.A. with the Spanish Comisión Nacional del Mercado de Valores – CNMV regarding the Settlement Agreement between ENEL S.p.A., Acciona, S.A. and E.ON AG dated April 2, 2007.7
 

99.28.

Press release of ENEL S.p.A. dated April 10, 2007 announcing the resolution of the board of directors of ENEL S.p.A. to launch a joint tender offer with Acciona, S.A. for Endesa, S.A.8
 

99.29.

Current reports filed on April 11, 2007 by Enel Energy Europe S.r.L. and Acciona, S.A. with the Spanish Comisión Nacional del Mercado de Valores – CNMV regarding the joint tender offer.9
 

99.30.

Joint press release of ENEL S.p.A. and Acciona, S.A. dated April 11, 2007, announcing the joint tender offer.9
 

99.31.

EUR35,000,000 Credit Facility Agreement between ENEL S.p.A., Enel Finance International S.A., Banco Santander Central Hispano, S.A., Bayerische Hypo-und Vereinsbanks AG, Milan Branch, Intesa Sanpaolo S.p.A., Mediobanca – Banca di Credito Finanziario S.p.A. and UBS Limited dated April 10, 2007.10
 

99.32.

Press release of ENEL S.p.A. dated April 27, 2007, announcing that the Spanish energy regulatory authority, Comisión Nacional de Energía, authorized Enel Energy Europe S.r.L. to acquire up to 24.99% of the share capital of Endesa, S.A., incorporated herein by reference to Exhibit 99.27 of the Schedule TO-C filed by ENEL S.p.A., Enel Energy Europe S.r.L., Acciona, S.A. and Finanzas Dos, S.A. with the Securities and Exchange Commission on April 27, 2007.
 



 -7-






Exhibit
 

Description
 

99.33.

English translation of the resolution of the Spanish energy regulatory authority (Comisión Nacional de Energía) dated April 26, 2007.
 


Endnotes
 

1 Previously filed with the Original Schedule 13D.

2 Previously filed with Amendment No. 1 to the Original Schedule 13D.

3 Previously filed with Amendment No. 2 to the Original Schedule 13D.

4 Previously filed with Amendment No. 3 to the Original Schedule 13D.

5 Previously filed with Amendment No. 4 to the Original Schedule 13D.

6 Previously filed with Amendment No. 5 to the Original Schedule 13D.

7 Previously filed with Amendment No. 6 to the Original Schedule 13D.

8 Previously filed with Amendment No. 7 to the Original Schedule 13D.

9 Previously filed with Amendment No. 8 to the Original Schedule 13D.

10 Previously filed with Amendment No.9 to the Original Schedule 13D.



 -8-


EX-99.33 2 exh9933.htm EXHIBIT 99.33 Exhibit 99.33

In light of the legal and regulatory provisions mentioned below, the Board of Directors of the National Energy Commission, Comisión Nacional de Energía, (CNE) in its meeting held on 26 April 2007,


RESOLVED:

ONE.  To authorize ENEL ENERGY EUROPE S.r.l. to acquire a stake in ENDESA, S.A. up to a percentage that will not trigger the obligation to make a tender offer under applicable law.


TWO.  ENEL ENERGY EUROPE S.r.l. will report quarterly to the CNE on changes to its shareholding in ENDESA, S.A., including the degree of influence that it is able, on its sole judgement, to exercise, and the representation of ENEL ENERGY EUROPE S.r.l. in the corporate governance bodies of ENDESA, S.A.  ENEL ENERGY EUROPE S.r.l. will also update the CNE in respect of any material developments thereto.


THREE. The CNE will review the current terms of this authorization, if due to supervening circumstances ENEL ENERGY EUROPE S.r.l. becomes able to jointly or individually control ENDESA, S.A.


FOUR. Notwithstanding the above, given that ENEL ENERGY EUROPE S.r.l. is acquiring a significant influence in ENDESA, S.A., it will promote the following policies:


·

ENDESA, S.A. shall remain the holding company of its group, retaining its corporate address, corporate governance bodies and management in Spain; and






2


·

The resources generated by ENDESA, S.A. shall be applied on a priority basis to finance and execute its committed gas and electricity investment plans relating to regulated activities in transport and distribution and investments in strategic assets which are outlined in (1) ENDESA S.A.’s most recent investment plans as announced for the period 2006-2011, (2) the report “Gas and Electricity Planning, Development of Transport Networks 2002-2012” approved by the Spanish Cabinet of Ministers and submitted to Spain’s Parliament, and (3) the “Framework Report on electricity and natural gas demand and its coverage” prepared by the CNE.


FIVE. When required by the CNE and at least once every six months, ENEL ENERGY EUROPE S.r.l. will report to the CNE in detail on the strategy of the ENEL group for ENDESA, S.A. to the extent that such strategy could affect the Spanish general interest or Spanish public safety. Regulated activities and other activities subject to administrative review under Function 14 of the Additional Provision 11th, 3rd, 1 of the Law 34/1998 of October 7 on the Hydrocarbon Sector, will be deemed strategic for these purposes. ENEL ENERGY EUROPE S.r.l. will submit the agenda of the shareholders and board meetings of ENDESA, S.A. to the CNE as soon as such meetings are convened.


SIX. Within the 10-day period following the abovementioned shareholders and board meetings of ENDESA, S.A., ENEL ENERGY EUROPE S.r.l. will report to the CNE with respect to the resolutions adopted, the votes of its representatives and the rationale and motivations underlying such vote as regards topics that affect the Spanish general interest or Spanish public safety. On the basis of the information received, the CNE may, during the one-month period following the






3


corresponding shareholders or board meeting and after a hearing with ENEL ENERGY EUROPE S.r.l. and ENDESA, S.A., revoke any resolution that required the affirmative vote of the representatives of ENEL ENERGY EUROPE S.r.l. for its adoption if the CNE reasonably considers that such resolution could have an adverse effect on the Spanish general interest or Spanish public safety pursuant to the guidelines established by the Function relating to the control of ENEL S.p.A. by the Republic of Italy under which this Resolution is issued.


SEVEN. The CNE may review the conditions set forth in resolutions five and six if, as a result of repeated failures to comply with such conditions by ENEL ENERGY EUROPE S.r.l., Spanish general interest or Spanish public safety cannot be guaranteed.


EIGHT.  The conditions set forth in resolutions five, six and seven will be of no further effect, or if applicable, will be reviewed, if the CNE considers that the limitations to the acquisition of share capital of ENEL S.p.A. have been terminated and the ability of the Republic of Italy to intervene in ENEL S.p.A. or otherwise control its management have ceased to exist.


This Resolution may be appealed before the Minister of Industry, Tourism and Commerce pursuant to Additional Provision 11th, 3rd, 5 of the Law 34/1998 of October 7 on the Hydrocarbon Sector within one month from the day following receipt of this notice.





-----END PRIVACY-ENHANCED MESSAGE-----