As reported by Enel Chile to the market, the proposal presented by the Board of Directors of that Company will allow (i) to Enel Chile, pursuant to the merger by incorporation of the company, Enel Green Power Latin America S.A. (EGP), to participate indirectly in the non-conventional renewable energy generation business and assets that EGP develops and holds in Chile; and will allow (ii) the shareholders of Enel Generación, pursuant to the Public Offer of Acquisition of Shares ("OPA") that Enel Chile will perform, to participate in the ownership of the latter and, consequently, in the businesses of conventional generation, non-conventional renewable generation, and energy distribution.
The initiative is conditional on the success of the OPA, through which Enel Chile seeks to acquire up to 100% of the shares issued by Enel Generación that are owned by the minority shareholders of the latter. The terms and conditions of the OPA will require, as an objective condition for the success of the latter, that all minority shareholders, who agree to sell their shares in the OPA, allocate a portion of the price in money they receive to acquire first issue shares of Enel Chile, and the payment of the subscription price of the latter will be charged to the portion of the price of the OPA that corresponds to said shareholders.
The EGP board of directors, in a board meeting held on September 20th, 2017, learned that the operation constitutes a transaction between related parties, and, as such, is subject to the rules established in title XVI of the Corporations Law 18,046.
The OPA will be subject to the following conditions for its success: (i) that in the Enel Generación extraordinary shareholders meeting, a statutory amendment be approved that allows the deletion of the requirements of Title XII of the D.L. 3,500, of 1980, in order to eliminate the maximum limit of shareholding concentration, amounting to 65% of its issued capital, and other restrictions on share ownership; (ii) that the Enel Chile shareholders' meeting approve a capital increase that allows sufficient shares to be subscribed by the minority shareholders of Enel Generación who agree to sell their shares in the OPA; and (iii) that, as a result of the OPA, Enel Chile reaches a shareholding percentage in Enel Generación of more than 75%.
The above proposal is currently being studied and analyzed and the Boards of Directors and the Shareholder Meetings of the companies involved have not adopted any decision about this matter to date.