SOURCE: Enel Finance International N.V.

October 06, 2016 06:22 ET

ENEL Finance International N.V.: Notice of Issuer Substitution

AMSTERDAM, THE NETHERLANDS--(Marketwired - Oct 6, 2016) -

ENEL INVESTMENT HOLDING B.V.

(incorporated with limited liability in The Netherlands)
(the Original Issuer)

And

ENEL FINANCE INTERNATIONAL N.V.

(incorporated with limited liability in The Netherlands)
(the Substituted Debtor)

NOTICE OF SUBSTITUTION OF ISSUER

to the holders of those of the outstanding

EUR 300,000,000 5.25 per cent. Notes due September 2023 (ISIN: XS0177089298)
 
unconditionally and irrevocably guaranteed by ENEL - Società per Azioni (the Guarantor)
(the Notes)

NOTICE IS HEREBY GIVEN to the holders of the above Notes (the Noteholders) that, at the Adjourned Meeting of such holders convened by the Notice published on 2 September 2016 and held on 3 October 2016, the Extraordinary Resolution set out in such Notice in respect of the proposed substitution (the Substitution) of the Substituted Debtor for the Original Issuer as Issuer of the Notes (as further described in the Extraordinary Resolution) was duly passed in accordance with the provisions of Part II of the Sixth Schedule to the Agency Agreement dated 10 May 2001, as supplemented, between, inter alios, the Original Issuer, the Guarantor and the Agents named therein. The formalities to be complied with or satisfied prior to the effecting of the Substitution have been complied with or satisfied and, accordingly, the Substituted Debtor has been substituted for the Original Issuer as the Issuer of the Notes and the Substitution has been completed, effective 4 October 2016 (the Effective Date). The Substitution has been effected by, inter alia, a Deed of Substitution executed by the Original Issuer, the Substituted Debtor, the Guarantor, The Bank of New York Mellon and The Bank of New York Mellon (Luxembourg) S.A. and a Supplemental Agency Agreement between, inter alios, the Original Issuer, the Substituted Debtor, the Guarantor, The Bank of New York Mellon (acting through its London Branch) and The Bank of New York Mellon (Luxembourg) S.A., both dated 4 October 2016. In addition, the Substituted Debtor has also entered into the following documents, each dated 4 October 2016, in respect of the Substitution:

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