amend23.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

-----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, PCzT7TKcqoeIVokA8Ki5g/fbK1suP7O4gaEWQ85MjLBzUf94212tvvBlbhsl6kHp Ia+XRmMfL7HgFiZcq2+ujQ== 0000898822-07-000866.txt : 20070702 0000898822-07-000866.hdr.sgml : 20070702 20070702171437 ACCESSION NUMBER: 0000898822-07-000866 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20070702 DATE AS OF CHANGE: 20070702 GROUP MEMBERS: ACCIONA, S.A. GROUP MEMBERS: FINANZAS DOS, S.A. 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: 07956323 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: Acciona, S.A. CENTRAL INDEX KEY: 0001377408 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 011 34 91 663 3093 MAIL ADDRESS: STREET 1: AVENIDA DE EUROPA, 18 STREET 2: PARQUE EMPRESARIAL LA MORALEJA CITY: ALCOBENDAS, MADRID STATE: U3 ZIP: 28108 SC 13D/A 1 amend23.htm amend23.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

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. 23)*

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)

Acciona, S.A.
Avenida de Europa, 18
Empresarial La Moraleja, Alcobendas
Madrid, Spain 28108
Attention: Jorge Vega-Penichet
+34 91 663 2850

Copy to:

Wachtell, Lipton, Rosen & Katz
51 West 52^nd Street
New York, New York 10019
Attention: Adam O. Emmerich
(212) 403-1000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 15, 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 q

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).

This Amendment No. 23 (“Amendment No. 23”) amends and supplements the statement on Schedule 13D (as previously amended from time to time, the “Schedule 13D”) filed by Acciona, S.A. (“Acciona”) and Finanzas Dos, S.A. (“Finanzas” and together with Acciona, the “Reporting Persons”), pursuant to a Joint Filing Agreement filed with the original Schedule 13D on October 5, 2006, 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. 23 have the meanings set forth in the Schedule 13D. Except as specifically provided herein, this Amendment No. 23 does not modify any of the information previously r eported in the Schedule 13D. This Amendment No. 23 is being filed for the purpose of publicly disclosing certain developments in connection with the proposed joint tender offer (the “Offer) by Acciona and Enel Energy Europe S.r.L. for the Shares, including Shares represented by ADSs.

Item 4. Purpose of Transaction.

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

On July 2, 2007, Acciona and ENEL filed a joint Hecho Relevante, or current report, with the Spanish Comisión Nacional del Mercado de Valores (the “CNMV”), announcing that the consideration being offered in the Offer would, in accordance with previously described terms of the Offer, be reduced from €41.30 per Share to €40.16 per Share to reflect the €1.14 per Share dividend that Endesa general shareholders meeting approved on June 20, 2007. This summary of the Hecho Relevante is qualified in its entirety by reference to the copy of the Hecho Relevante, which is attached hereto as Exhibit 99.50 and incorporated herein by reference. All Otras Comunicaciones and Hechos Relevantes filed by Acciona with the CNMV are available on the internet at www.cnmv.es.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 is hereby amended to add the following supplemental information:

Item 4 of this Amendment No. 23 is hereby incorporated herein by reference.

Acciona and Endesa entered into a confidentiality agreement (the “Confidentiality Agreement”) pursuant to which Endesa or its representatives agree to supply Acciona with certain confidential information in order to facilitate the joint tender offer with Acciona. Pursuant to the Confidentiality Agreement, Acciona agrees to maintain the confidentiality of any information provided thereunder by Endesa for a period of two years. Acciona further agrees only to disclose the information to its directors, officers, employees, agents or advisors if such access is indispensable. Any information provided by Endesa to Acciona subject to the Confidentiality Agreement remains the property of Endesa and is provided without representation or warranty as to its accuracy or completeness. Acciona agrees not to contact any representatives of Endesa other than those communicated to Acciona by Endesa. Additiona lly, Endesa agrees not to contact any representatives of Acciona other than those communicated to Endesa by Acciona. The Confidentiality Agreement is governed by Spanish law. This summary of the Confidentiality Agreement is qualified in its entirety by reference to the copy of the Confidentiality Agreement attached hereto as Exhibit 10.19.

Item 7. Material to be Filed as Exhibits.

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

10.19 Confidentiality Agreement dated June 15, 2007, between Acciona, S.A. and Endesa, S.A.

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99.50

Hecho Relevante (No. 81748) filed on July 2, 2007 by Acciona S.A and ENEL S.p.A. with the Spanish Comisión Nacional del Mercado de Valores – CNMV (Notification regarding the reduction of consideration being offered in the proposed joint tender offer by Acciona and Enel Energy Europe S.r.L. for the Shares, including Shares represented by ADSs, from €41.30 per Share to €40.16 per Share to reflect the €1.14 per Share dividend that Endesa general shareholders meeting approved on June 20, 2007)

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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: July 2, 2007

ACCIONA, S.A.


By: /s/ Jorge Vega-Penichet

Name:		Jorge Vega-Penichet
Title:		Company Secretary


FINANZAS DOS, S.A.


By: /s/ Vicente Santamaria de Paredes Castillo

Name:		Vicente Santamaria
		de Paredes Castillo
Title:		Company Secretary

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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 has been filed in Spain with the Comisión Nacional del Mercado de Valores (the “CNMV”) and is pending of authorisation upon which the prospectus will become publicly a vailable. 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”). 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., Acciona, S.A., Finanzas Dos, S.A., 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., Enel Energy Europe S.r.L., Acciona, S.A. and Finanzas Dos, S.A. 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 whi ch will be filed with the SEC and Enel S.p.A., Enel Energy Europe S.r.L., Acciona, S.A., Finanzas Dos, S.A., 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., Acciona, S.A., Finanzas Dos, S.A., 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 Acciona, S.A. or Endesa, S.A. resulting from and following the proposed transaction. These statements are based on the current expectations of Finanzas Dos, S.A. or Acciona, S.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, ec onomic, business, competitive, market and regulatory forces. Acciona, S.A. and Finanzas Dos, S.A. 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.

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INDEX OF EXHIBITS

10.1		English Translation of Bridge Credit Contract, dated September 26, 2006, between,
		Finanzas Dos, S.A. as guaranteed party, Acciona, S.A as guarantor, Banco Santander
		Central Hispano, S.A. as financing entity ⁽¹⁾

10.2		English Translation of Bridge Credit Commitment, dated September 26, 2006, from
		Banco Santander Central Hispano, S.A. to Acciona, S.A ⁽¹⁾

10.3		English Translation of Commitment Letter, dated September 26, 2006, from Banco
		Santander Central Hispano, S.A. to Acciona, S.A. and Finanzas Dos, S.A and related
		Term Sheets ⁽¹⁾

10.4		International Swaps and Derivatives Association, Inc. Master Agreement, dated as of
		September 25, 2006, between Banco Santander Central Hispano, S.A. and Finanzas Dos,
		S.A. (with Confirmations dated September 25, 2006, September 27, 2006, October 3,
		2006, October 4, 2006, October 5, 2006, October 6, 2006, October 9, 2006, October 10,
		2006 and October 11, 2006) ⁽¹⁾

10.5		Confirmations with respect to the Total Return Swaps entered into on October 12, 13, 16,
		17 and 19, 2006 ⁽²⁾

10.6		English Translation of Amendment and Extension of Bridge Loan Agreement, dated
		November 15, 2006, by and among Banco Santander Central Hispano, S.A. Acciona,
		S.A. and Finanzas Dos, S.A. ⁽⁵⁾

10.7		English Translation of Stock Purchase Order from Acciona, S.A. to Banco Santander
		Central Hispano, S.A., dated September 25, 2006 ⁽⁶⁾

10.8		English Translation of letter from Acciona, S.A. to Banco Santander Central Hispano,
		S.A., dated September 25, 2006. ⁽⁶⁾

10.9		English Translation of Syndicated Financing Agreement between Finanzas Dos, S.A. and
		the Lenders, dated December 21, 2006 ⁽⁸⁾

10.10		English Translation of Syndicated Financing Agreement between Acciona, S.A. and the
		Lenders, dated December 21, 2006 ⁽⁸⁾

10.11		English Translation of Shareholder Subordinated Loan Agreement between Acciona,
		S.A., Finanzas Dos, S.A. and the Lenders, dated December 21, 2006 ⁽⁸⁾

10.12		English Translation of Coordination and Guarantees Agreement between Acciona, S.A.,
		Finanzas Dos, S.A. and the Lenders, dated December 21, 2006 ⁽⁸⁾

10.13		English Translation of Shareholder Support Agreement between Acciona, S.A., Finanzas
		Dos, S.A. and the Lenders, dated December 21, 2006 ⁽⁸⁾

10.14		English Translation of CMOFs Agreement between Acciona, S.A. and the Lenders, dated
		December 21, 2006 ⁽¹⁰⁾

10.15		English Translation of CMOFs between Finanzas Dos, S.A. and the Lenders, dated
		December 21, 2006 ⁽¹⁰⁾

10.16		English Translation of Agreement by and between Acciona, S.A., Finanzas Dos, S.A.,
		ENEL S.p.A. and Enel Energy Europe Società Responsabilità Limitata, dated March 26,

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		2007, regarding the parties’ ownership in development of a joint ownership project for
		Endesa, S.A. (“Cooperation Agreement”) ⁽¹⁵⁾

10.17		Agreement by and among ENEL S.p.A, Acciona, S.A. and E.ON AG, dated April 2,
		2007 (the “Settlement Agreement”) ⁽¹⁶⁾

10.18		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, by and between Acciona, S.A., Finanzas Dos, S.A., ENEL S.p.A. and Enel
		Energy Europe S.r.L.⁽¹⁶⁾

10.19		Confidentiality Agreement dated June 15, 2007, between Acciona, S.A. and Endesa, S.A.

99.1		Complaint filed on October 12, 2006 by E.ON AG and E.ON Zwölfte Verwaltungs
		GmbH against Acciona, S.A. and Finanzas Dos, S.A. (Civil Action No. 06 CV 8720) ⁽¹⁾

99.2		Hecho Relevante (No. 71725) filed on October 20, 2006 by Acciona, S.A. with the
		Spanish Comisión Nacional del Mercado de Valores. (Response to query from the
		CNMV as to Acciona’s intent as an Endesa shareholder.) (English Translation) ⁽²⁾

99.3		Resolutions of the Comisión Nacional de la Energia (CNE) regarding Acciona, S.A.’s
		and Finanzas Dos, S.A.’s ownership in Endesa securities, dated November 3, 2006 ⁽³⁾

99.4		Amended Complaint filed on November 3, 2006, by E.ON AG, E.ON Zwölfte
		Verwaltungs GmbH and BKB AG against Acciona, S.A. and Finanzas Dos, S.A. (Civil
		Action No. 06 CV 8720) ⁽³⁾

99.5		Hecho Relevante (No. 72281) filed on November 10, 2006 by Acciona, S.A. with the
		Spanish Comisión Nacional del Mercado de Valores. (Notification of acquisition of an
		additional 9.63% of the Shares.) ⁽⁴⁾

99.6		Press release issued by Acciona, S.A., dated November 10, 2006 ⁽⁴⁾

99.7		Hecho Relevante (No. 72898) filed on November 21, 2006 by Acciona, S.A. with the
		Spanish Comisión Nacional del Mercado de Valores. (Notification of acquisition of an
		additional 0.37% of the Shares) ⁽⁵⁾

99.8		Opinion and Order rendered by the Honorable Denise Cote, United States District Judge,
		United States District Court, Southern District of New York, in E.ON AG and E.ON
		Zwölfte Verwaltungs GmbH v. Acciona, S.A. and Finanzas Dos, S.A. (Civil Action No.
		06 CV 8720), dated November 20, 2006 ⁽⁵⁾

99.9		Hecho Relevante (No. 71032) filed on September 25, 2006 by Acciona, S.A. with the
		Spanish Comisión Nacional del Mercado de Valores. (Notification of the acquisition of a
		10% interest in Endesa.) (English Translation) ⁽⁶⁾

99.10		Anuncios a la CNMV (No. 71035) released on September 26, 2006 by the Spanish
		Comisión Nacional del Mercado de Valores. (Copy of Announcement by the CNMV in
		relation to Acciona and Endesa.) (English Translation) ⁽⁶⁾

99.11		Hecho Relevante (No. 71036) filed on September 26, 2006 by Acciona, S.A. with the
		Spanish Comisión Nacional del Mercado de Valores. (Press release relating to the
		acquisition of a 10% interest in Endesa.) (English Translation) ⁽⁶⁾

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99.12		Hecho Relevante (No. 71037) filed on September 26, 2006 by Acciona, S.A. with the
		Spanish Comisión Nacional del Mercado de Valores. (Powerpoint presentation relating
		to the acquisition of a 10% interest in Endesa.) (English original) ⁽⁶⁾

99.13		Hecho Relevante (No. 71040) filed on September 26, 2006 by Acciona, S.A. with the
		Spanish Comisión Nacional del Mercado de Valores. (Copies of the materials included
		in Hechos Relevantes Nos. 71032, 71036 and 71037, and additional press release in
		response to certain media reports.) (The Powerpoint presentation filed as Hecho
		Relevante No. 71036, which was originally prepared in English, is not refiled as part of
		this Exhibit, but is filed as Exhibit 99.12.) (English Translation) ⁽⁶⁾

99.14		Hecho Relevante (No. 71074) filed on September 26, 2006 by Acciona, S.A. with the
		Spanish Comisión Nacional del Mercado de Valores. (Additional information relating to
		Acciona’s investment in Endesa.) (English Translation) ⁽⁶⁾

99.15		Anuncios a la CNMV (No. 71075) released on September 26, 2006 by the Spanish
		Comisión Nacional del Mercado de Valores. (Copy of Announcement by the CNMV in
		relation to Acciona.) (English Translation) ⁽⁶⁾

99.16		Hecho Relevante (No. 71151) filed on September 27, 2006 by Acciona, S.A. with the
		Spanish Comisión Nacional del Mercado de Valores. (Notification in relation to Total
		Returns Swaps having reach 5.01%.) (English Translation) ⁽⁶⁾

99.17		Hecho Relevante (No. 71504) filed on October 16, 2006 by Acciona, S.A. with the
		Spanish Comisión Nacional del Mercado de Valores. (Notification of the
		commencement of a lawsuit by E.ON in the United States District Court for the Southern
		District of New York.) (English Translation) ⁽⁶⁾

99.18		Hecho Relevante (No. 71699) filed on October 20, 2006 by Acciona, S.A. with the
		Spanish Comisión Nacional del Mercado de Valores. (Notification in relation to Total
		Returns Swaps having reached 9.63%.) (English Translation) ⁽⁶⁾

99.19		Hecho Relevante (No. 71703) filed on October 20, 2006 by Acciona, S.A. with the
		Spanish Comisión Nacional del Mercado de Valores. (Including copies of (a) (in the
		original Spanish) of the Bridge Credit Contract filed as Exhibit 10.1, the Bridge Credit
		Commitment filed as Exhibit 10.2, the Commitment Letter and related Term Sheets filed
		as Exhibit 10.3; (b) (in the original English) the International Swaps and Derivatives
		Association, Inc. Master Agreement with Confirmations dated September 25 and 27,
		2006 and October 3, 4, 5, 6, 9, 10 and 11, 2006 filed as Exhibit 10.4; (c) (in the original
		English and Spanish translation) Amendment No. 1 to the Schedule 13D; and (d) (in
		Spanish translation) the Complaint filed as Exhibit 99.1. (English Translation, without
		exhibits filed otherwise with this Schedule 13D) ⁽⁶⁾

99.20		Hecho Relevante (No. 72034) filed on November 6, 2006 by Acciona, S.A. with the
		Spanish Comisión Nacional del Mercado de Valores. (Notification of CNE approval,
		including official notice of the CNE filed previously as Exhibit 99.3.) (English
		Translation) ⁽⁶⁾

99.21		Supplemental and Amended Complaint filed on November 17, 2006, by E.ON AG, E.ON
		Zwölfte Verwaltungs GmbH and BKB AG against Acciona, S.A. and Finanzas Dos, S.A.
		(Civil Action No. 06 CV 8720) ⁽⁶⁾

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99.22		Hecho Relevante (No. 74537) filed on December 22, 2006 by Acciona, S.A. with the
		Spanish Comisión Nacional del Mercado de Valores. (Notification related to the Long-
		Term Financing and the Acciona Financing.) ⁽⁷⁾

99.23		Hecho Relevante (Nos. 75419, 75427, 75428, 75434, 75436, 75438 and 75439) filed on
		January 10, 2007 by Acciona, S.A. with the Spanish Comisión Nacional del Mercado de
		Valores. (Notification related to purchase of additional Shares and attaching the original
		Spanish language versions of the financing agreements, English translations of which
		have been filed as Exhibits 10.9 through 10.13 hereto and the CMOFs) ⁽⁸⁾

99.24		Letter from the Spanish Comisión Nacional del Mercado de Valores to Acciona, dated
		January 8, 2006, attaching a copy of the E.ON CNMV Complaint. (English Translation) ⁽⁸⁾

99.25		Opinion and Order rendered by the Honorable Denise Cote, United States District Judge,
		United States District Court, Southern District of New York, in E.ON AG and E.ON
		Zwölfte Verwaltungs GmbH v. Acciona, S.A. and Finanzas Dos, S.A. (Civil Action No.
		06 CV 8720), dated January 9, 2007 ⁽⁸⁾

99.26		Response to the request for information made by the CNMV in connection with the E.ON
		CNMV Complaint submitted by Acciona, S.A. on January 12, 2007 to the CNMV ⁽⁹⁾

99.27		Report for Public Disclosure (No. 23272) filed on January 12, 2007 by Acciona, S.A.
		with the Spanish Comisión Nacional del Mercado de Valores. (Notification related to the
		E.ON CNMV Complaint and attaching the original Spanish language version of
		Acciona’s Response to the request for information made by the CNMV in connection
		with the E.ON CNMV Complaint, an English translation of which has been filed as
		Exhibit 99.26 hereto) ⁽⁹⁾

99.28		English Translation of Official Request submitted to the CNMV by Acciona, S.A., on
		January 16, 2007, relating to E.ON. ⁽¹⁰⁾

99.29		English Translation of Supplement to Official Request submitted to the CNMV by
		Acciona, S.A., on January 19, 2007, relating to E.ON ⁽¹⁰⁾

99.30		Acciona Presentation, “Endesa independent: an alternative with greater value,” dated
		January 25, 2007 ⁽¹¹⁾

99.31		Report for Public Disclosure (Nos. 22570 and 22577) filed on January 25, 2007 by
		Acciona, S.A. with the Spanish Comisión Nacional del Mercado de Valores.
		(Notification related to the Acciona presentation, “Endesa independent: an alternative
		with greater value,” which presentation is attached hereto as Exhibit 99.30) ⁽¹¹⁾

99.32		Opinion and Order rendered by the Honorable Denise Cote, United States District Judge,
		United States District Court, Southern District of New York, in E.ON AG and E.ON
		Zwölfte Verwaltungs GmbH v. Acciona, S.A. and Finanzas Dos, S.A. (Civil Action No.
		06 CV 8720), dated February 5, 2007 ⁽¹²⁾

99.33		Report for Public Disclosure (No. 23651) filed on February 6, 2007 by Acciona, S.A.
		with the Spanish Comisión Nacional del Mercado de Valores. (Notification related to the
		February 5, 2007 Opinion and Order rendered by the Honorable Denise Cote, United
		States District Judge, United States District Court, Southern District of New York, which
		Opinion and Order is attached as Exhibit 99.32 hereto) ⁽¹²⁾

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99.34		Hecho Relevante (No. 78380) filed on March 23, 2007 by Acciona, S.A. with the Spanish
		Comisión Nacional del Mercado de Valores. (Notification related to Acciona’s
		discussions with Enel Società per Azioni) (English translation) ⁽¹³⁾

99.35		Press Release, dated March 26, 2007, issued by Acciona, S.A. and Enel Società per
		Azioni regarding Cooperation Agreement ⁽¹⁴⁾

99.36		Hecho Relevante (Nos. 78443, 78444) filed on March 26, 2007 by Acciona, S.A. with the
		Spanish Comisión Nacional del Mercado de Valores. (Notice related to the Cooperation
		Agreement attached as Exhibit 10.16 hereto) (English translation) ⁽¹⁴⁾

99.36		Hecho Relevante (No. 78453) filed on March 26, 2007 by Acciona, S.A. with the Spanish
		Comisión Nacional del Mercado de Valores. (Notice related to the Cooperation
		Agreement attached as Exhibit 10.16 hereto) (English translation) ⁽¹⁴⁾

99.37		Presentation by Acciona, S.A. regarding Endesa, dated March 26, 2007 and publicly
		released on March 27, 2007 ⁽¹⁵⁾

99.38		CNMV Board Resolution in Respect of Endesa Takeover Bid, dated March 23, 2007
		(English translation) ⁽¹⁵⁾

99.39		CNMV Communication in Relation of the Agreement between Acciona and Enel over
		Endesa, dated March 26, 2007 (English translation) ⁽¹⁵⁾

99.40		Proposed Second Supplemental and Amended Complaint by E.ON AG and E.ON
		Zwölfte Verwaltungs GmbH, dated April 2, 2007 ⁽¹⁵⁾

99.41		Joint Press Release of Acciona, S.A. and ENEL S.p.A. announcing the Settlement
		Agreement, dated April 2, 2007 ⁽¹⁶⁾

99.42		Hecho Relevante (No. 78775) filed on April 2, 2007 by Acciona, S.A. with the Spanish
		Comisión Nacional del Mercado de Valores (Notice related to the Settlement Agreement
		attached as Exhibit 10.17 hereto) ⁽¹⁶⁾

99.43		Acciona Presentation, “Acciona, Enel & E.ON: Agreement Relating to Endesa, S.A.” ⁽¹⁷⁾

99.44		Hecho Relevante (Nos. 78974, 78975) filed on April 11, 2007 by Acciona, S.A. and Enel
		Energy Europe S.r.L. with the Spanish Comisión Nacional del Mercado de Valores
		(Application for authorization of joint tender offer) ⁽¹⁸⁾

99.45		Hecho Relevante (No. 78996) filed on April 11, 2007 by Acciona, S.A. and Enel Energy
		Europe S.r.L. with the Spanish Comisión Nacional del Mercado de Valores (Including
		the bank guarantees required under Spanish law for the joint tender offer) ⁽¹⁸⁾

99.46		Joint press release of ENEL S.p.A. and Acciona, S.A. dated April 11, 2007, announcing
		the joint tender offer ⁽¹⁸⁾

99.47		Press Release of Acciona, S.A. dated April 24, 2007, reasserting the legality of its actions
		in connection with the proposed tender offer for Endesa ⁽¹⁹⁾

99.48		Otra Comunicación (No. 23390) filed on May 3, 2007 by Acciona S.A and ENEL S.p.A.
		with the Spanish Comisión Nacional del Mercado de Valores – CNMV (Notification
		regarding the request offer filed with the Comisión Nacional de la Energía for

-10-

		authorization to acquire the shares tendered from Endesa, S.A. resulting from the joint
		tender) ⁽²⁰⁾

99.49		Hecho Relevante (No. 81128) filed on June 11, 2007 by Acciona S.A and ENEL S.p.A.
		with the Spanish Comisión Nacional del Mercado de Valores – CNMV (Notification
		regarding the deposit by with the Madrid Mercantile Registry of the provisions regarding
		the restrictions on the free transferability of Shares provided for in Clause 12 of the
		Cooperation Agreement) ⁽²²⁾

99.50		Hecho Relevante (No. 81748) filed on July 2, 2007 by Acciona S.A and ENEL S.p.A.
		with the Spanish Comisión Nacional del Mercado de Valores – CNMV (Notification
		regarding the reduction of consideration being offered in the proposed joint tender offer
		by Acciona and Enel Energy Europe S.r.L. for the Shares, including Shares represented
		by ADSs, from €41.30 per Share to €40.16 per Share to reflect the €1.14 per Share
		dividend that Endesa general shareholders meeting approved on June 20, 2007)

______________________________________

⁽¹⁾	Filed with Amendment No. 1 to the Schedule 13D
⁽²⁾	Filed with Amendment No. 2 to the Schedule 13D
⁽³⁾	Filed with Amendment No. 3 to the Schedule 13D
⁽⁴⁾	Filed with Amendment No. 4 to the Schedule 13D
⁽⁵⁾	Filed with Amendment No. 5 to the Schedule 13D
⁽⁶⁾	Filed with Amendment No. 6 to the Schedule 13D
⁽⁷⁾	Filed with Amendment No. 7 to the Schedule 13D
⁽⁸⁾	Filed with Amendment No. 8 to the Schedule 13D
⁽⁹⁾	Filed with Amendment No. 9 to the Schedule 13D
⁽¹⁰⁾	Filed with Amendment No. 10 to the Schedule 13D
⁽¹¹⁾	Filed with Amendment No. 11 to the Schedule 13D
⁽¹²⁾	Filed with Amendment No. 12 to the Schedule 13D
⁽¹³⁾	Filed with Amendment No. 13 to the Schedule 13D
⁽¹⁴⁾	Filed with Amendment No. 14 to the Schedule 13D
⁽¹⁵⁾	Filed with Amendment No. 15 to the Schedule 13D
⁽¹⁶⁾	Filed with Amendment No. 16 to the Schedule 13D
⁽¹⁷⁾	Filed with Amendment No. 17 to the Schedule 13D
⁽¹⁸⁾	Filed with Amendment No. 18 to the Schedule 13D
⁽¹⁹⁾	Filed with Amendment No. 19 to the Schedule 13D
⁽²⁰⁾	Filed with Amendment No. 20 to the Schedule 13D
⁽²²⁾	Filed with Amendment No. 22 to the Schedule 13D

-11-

EX-10.19 2 confidentagmnt.htm confidentagmnt.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

Exhibit 10.19

Madrid, June 15th, 2007

Acciona, S.A.
Av. de Burgos, 18
28108 Alcobendas (Madrid)

Attn.: Mr. Valentín Montoya Moya
Chief Financial Officer

Dear Sirs,

Acciona, S.A. (Acciona) and Enel Energy Europe S.r.L a wholly owned subsidiary of Enel SpA (Enel) (collectively, the “Offerors”) have launched a joint take-over bid (the “Offer”) over 100% of the shares of Endesa, S.A. (Endesa). Following the launching of the Offer, Acciona has requested to review certain information of Endesa in order to facilitate the Offer’s proceedings and, generally, to perform other actions needed in connection with the process of the Offer.

As you are already aware, for Endesa it is essential, and a prerequisite for the furnishing of any information to you, that Acciona assumes the obligations of secrecy and confidentiality with regard to the Confidential Information (defined below) to which Acciona shall have access under the terms provided herein as well as those arising from the requirements of contractual good faith. Similarly, we acknowledge that it is essential for Acciona, and a prerequisite for the furnishing of any information to Endesa, that Endesa assumes the obligations of secrecy and confidentiality with regard to the Confidential Information to which it shall have access under the terms provided herein as well as those arising from the requirements of contractual good faith.

Unless the context otherwise requires, the terms “Acciona” and “Endesa”, as used herein, shall be deemed to include any company, subsidiary or other entity controlled by, or under common control with, Acciona or Endesa.

In connection with the Offer, Endesa or its Representatives (as hereinafter defined) may furnish to Acciona and its Representatives, written, visual or oral information, material and documents regarding Endesa and its business. In that process, Acciona or its Representatives may furnish to Endesa and its Representatives, written, visual or oral information, material and documents regarding Acciona and its business, or the intended structure of the Offer or other transactions, or any other aspects that may be related thereto. Such information, material and documents, furnished by Endesa or its Representatives, or by Acciona or its Representatives (such furnishing party, the “Supplier”) to the other party (the “Recipient”) and irrespective of the form of communication, and all notes, analyses, compilations, forecasts, data, translations, studies, memoranda or other documents prepared by the Recipient or its Representatives, that c ontain or otherwise reflect such information, material or documents, are herein called the “Confidential Information.” The term “Confidential Information” does not include information that (i) is or becomes generally available to the public, other than as a result of a disclosure by the Recipient or its Representatives in violation of this letter agreement, (ii) the Recipient can demonstrate was within the possession of the Recipient prior to its disclosure by the Supplier or

(iii) the Recipient can demonstrate was or became available to the Recipient from a source other than the Supplier. The foregoing notwithstanding, the term “Confidential Information” does include the existence and contents of this letter agreement and the fact that conversations are being held regarding the Transaction,

Since Acciona is interested in studying and analyzing the Confidential Information only and exclusively for the purposes described in the first paragraph of this letter, and Endesa and Acciona are interested in the confidentiality being maintained, as a condition to the furnishing of Confidential Information by the Supplier to the Recipient, the parties agree as follows:

1. All Confidential Information furnished by the Supplier to the Recipient shall be deemed confidential and shall be kept and maintained by the Recipient under appropriate safeguards for a period of two (2) years from the date hereof and shall be used by the Recipient solely for the purposes provided herein and not for any other purpose, save to the extent required by a court or governmental agency or authority as set forth in section 2 below. In particular:

(i) Each party shall disclose each piece of the Confidential Information only to those of its Representatives whose access to the same is indispensable for the purpose provided herein.

(ii) Each of the Representatives of the Recipient shall be informed by the Recipient of the confidential nature of the Confidential Information and shall be directed to treat it confidentially and not to use it other than for the purposes described above. Each party shall keep records with the names of each of its Representatives having access to the Confidential Information.

Each party shall be responsible at all times for any failure by any of its Representatives to comply with the requirements set out in this letter agreement and agrees to indemnify the other party for any damages and/or other loss of any kind that it may suffer as a result of any such non-compliance by any Representative.

The parties shall be subject to the conduct rules established by the Spanish Law 24/1988, on the Stock Markets.

For purposes of this letter agreement, the term “Representatives’ of a party to this letter agreement shall mean the directors, officers, employees, agents and advisors of that party or of any company, subsidiary or other entity controlled by or under common control with said party (including without limitation that party’s independent attorneys, accountants, consultants and financial advisors).

2. If either the Recipient or any of its Representatives are requested or required by any court or governmental agency or authority to disclose any of the Confidential Information, the entity or person receiving such request or demand will use all reasonable efforts to provide the Supplier with prompt notice of such request or demand so that the Supplier shall have an opportunity to seek an appropriate protective order. Moreover, the Recipient agrees to take all reasonable steps necessary to prevent inappropriate disclosure of the Confidential Information, or, if the information is required to be disclosed, the disclosure of a minimum amount of information. For the foregoing purposes, the Recipient will to the extent possible consult with

-2-

the Supplier both on the requirement to disclose the Confidential Information and on the form, content and timing of any disclosure.

3. All Confidential Information shall be and remain the property of the Supplier.

Within thirty (30) days after either party notifies the other in writing each Recipient shall, and shall cause its Representatives to, redeliver to the corresponding Supplier all written Confidential Information that such recipient and its Representatives have received from such Supplier or its Representatives, including without limitation all copies, and such Recipient will, and shall cause its Representatives to, destroy all Confidential Information prepared by them based upon the Confidential Information supplied by such Supplier. The foregoing delivery or destruction shall be confirmed by each Recipient in writing.

4. Each Recipient understands and acknowledges that any and all information contained in the Confidential Information, and any other information furnished by the Supplier or its Representatives, is being or will be provided without any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information so provided. Neither the Supplier nor any of its Representatives shall have any liability to the Recipient or its Representatives relating to or arising from the use of or reliance upon any Confidential Information or any errors or omissions therein.

5. The parties acknowledge the importance to each other that the review of the Confidential Information and any conversation on the Offer be conducted in the most strict confidentiality, with only a limited number of individual Representatives of Acciona and Endesa. In particular, without the prior consent of Endesa, Acciona will not, and will cause its Representatives not to, contact with respect to the Confidential Information or the Offer any Representative of Endesa other than those individuals communicated to it by Endesa from time to time. Without the prior consent of Acciona, Endesa will not, and will cause its Representatives not to, contact with respect to the Confidential Information or the Offer any Representative of Acciona other than those individuals communicated to it by Acciona from time to time.

6. Each party reserves the right, in its sole and absolute discretion, to decline to furnish further information, to deny access to information at any time, without advance notice, without any requirement to state any reasons therefore and without any obligation to compensate or pay damages. The exercise by a party of these rights shall not affect the enforceability of any other provision of this letter agreement.

7. Each Recipient acknowledges that money damages may not be a sufficient remedy for any breach of this letter agreement by such Recipient or its Representatives and that without prejudice to any rights or remedies at law or in equity otherwise available to the Supplier, the Supplier shall, if the Recipient breaches any provision of this letter agreement, be entitled to injunctive relief, specific performance or other appropriate equitable remedies for any such breach.

8. The provisions of this letter agreement shall be severable if any of the provisions hereof are held by a court of competent jurisdiction to be invalid, void or otherwise

-3-

unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law.

9. This letter agreement shall be construed (both as to validity and performance) and enforced in accordance with, and governed by, the laws of the Kingdom of Spain. Any judicial proceeding brought against either of the parties hereto with respect to this letter agreement may be brought in the courts of the city of Madrid irrespective of where such party may be located at the time of such proceeding, and by execution of this letter agreement, each of the parties hereto hereby consents to the non-exclusive jurisdiction of such courts and waives any defense or opposition to such jurisdiction.

Please indicate your agreement with the foregoing by signing a copy of this letter agreement and returning it to us.

		Very truly yours,
		Endesa, S.A.
		/s/ Carlos Torre Vila

		Name:	Carlos Torre Vila
		Title:	Corporate Director of Strategy
Confirmed and agreed to:
Acciona, S.A.

/s/ Valentín Montoya Moya

Name:	Valentín Montoya Moya
Title:	Chief Financial Officer

-4-

EX-99.50 3 hecho.htm hecho.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

Exhibit 99.50


Madrid/Roma, 2 de julio de 2007



Muy señores nuestros:		Dear Sirs,

En cumplimiento de lo dispuesto en el		In compliance with section 82 of Act 24/1988,
Artículo 82 de la Ley 24/1988, de 28 de julio,		of July 28^th, on the Securities Market
de Mercado de Valores (en adelante,		(hereinafter, “LMV”), ACCIONA, S.A.
“LMV”), ACCIONA, S.A. (en adelante,		(hereinafter, “ACCIONA”) and ENEL
“ACCIONA”) y ENEL ENERGY EUROPE		ENERGY EUROPE S.r.l. (hereinafter,
S.r.l. (en adelante, “ENEL ENERGY		“ENEL ENERGY EUROPE”) (hereinafter
EUROPE”) (en lo sucesivo conjuntamente		jointly referred to as the “Offerors”, as
denominadas como los “Oferentes”), en lo		regards the offer to purchase jointly launched
relativo a la oferta pública de adquisición		by the Offerors over all the shares of
presentada conjuntamente por los Oferentes		ENDESA, S.A. (hereinafter, “ENDESA”) on
sobre el 100% de las acciones de ENDESA,		April 11, 2007 and duly reported to the
S.A. (en adelante, “ENDESA”) el día 11 de		Spanish National Securities Exchange
abril de 2007 y comunicada a la Comisión		Commission (Comisión Nacional del Mercado
Nacional del Mercado de Valores como Hecho		de Valores) as Relevant Information (Hecho
Relevante número 78974 (en adelante, la		Relevante) number 78974 (hereinafter the
“Oferta”), comunican el siguiente:		“Offer”), hereby report the following:

	HECHO RELEVANTE		RELEVANT INFORMATION

I.-	De conformidad con el apartado II del	I.-	In accordance with paragraph II of
	Hecho Relevante número 78974 por		the Relevant Information number
	medio del cual se comunicó la		78974 by virtue of which the
	presentación de la Oferta a la		launching of the Offer was
	Comisión Nacional del Mercado de		reported to the Spanish National
	Valores, el 11 de abril de 2007, los		Securities Exchange Commission, on
	Oferentes comunicaron que en caso de		April 11, 2007, the Offerors
	que ENDESA repartiese cualquier		communicated that in the event that
	dividendo, realizara cualquier otra		ENDESA pays any dividend or
	distribución o reparto o tuviese lugar		other distribution prior to the
	la distribución de cualquier otro		acceptance for payment of
	concepto asimilable a los anteriores,		ENDESA securities tendered
	desde la fecha de la presentación de la		under the Offer, the consideration
	Oferta hasta la fecha de publicación de		offered per share should be
	su resultado, la contraprestación se		reduced by an amount equivalent
	reduciría en cuantía igual al importe		to the gross distributed per share.
	bruto distribuido.

II.-	Por lo tanto, aunque la	II.-	Therefore, even though the Offerors
	contraprestación inicialmente ofrecida		initially announced a consideration
	por los Oferentes ascendía a 41,30		amounting to EUR 41.30 per share
	euros por cada acción de ENDESA,		of ENDESA, after the application
	por aplicación de la regla de ajuste

establecida en el párrafo anterior, dado

of the adjustment formula

que la Junta General de Accionistas de

established in the previous

ENDESA aprobó el pasado 20 de

paragraph, and given that the

junio el reparto de un dividendo

General Shareholders Meeting of

complementario por importe de 1,14

ENDESA dated June 20, 2007

euros por acción que ha sido abonado

approved the distribution of a

en el día de hoy, se ajusta la

dividend of EUR 1.14 per share

contraprestación ofrecida, resultando

which has been paid today, the

un importe final efectivo de

offer price under this Offer is

CUARENTA EUROS Y DIECISEIS

adjusted resulting a final amount

CENTIMOS DE EURO (40,16.-€) por

of EUR 40.16 per share of

cada acción de ENDESA. La

ENDESA. The consideration will

contraprestación será hecha efectiva

be paid in cash.

en metálico.

2 de julio de 2007

July 2, 2007

Atentamente/Yours faithfully,

ACCIONA, S.A.		ENEL ENERGY EUROPE S.r.l.
P.p.		P.p.


_____________________		____________________________

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