Significant events in 2023

On January 9, 2023, Enel SpA launched the issue of non convertible, subordinated, perpetual hybrid bonds for institutional investors on the European market, denominated in euros, with an aggregate principal amount of €1.75 billion 

On February 14, 2023, Enel Finance International NV launched a dual-tranche sustainability-Linked bond for institutional investors for a total of €1.5 billion. The new issue envisages for the first time the use by Enel of multiple Key Performance Indicators (KPIs) per tranche. One tranche of the bond combines a KPI linked to the EU taxonomy with a KPI linked to the United Nations Sustainable Development Goals (SDGs). The other tranche of the bond is linked to two KPIs related to the Group’s full decarbonization path through direct and indirect reductions of greenhouse gas emissions. 

On February 17, 2023, the Enel Group, acting through its subsidiary Enel Argentina, reached an agreement for the sale to the energy company Central Puerto SA of the Group’s stake in the thermal generation company Enel Generación Costanera for €42 million. 

In addition, on March 29, 2023, YPF and Pan American Sur SA exercised their respective pre-emption rights for: 

• the purchase by YPF of the shares held by Enel Américas in Inversora Dock Sud SA and indirectly of the shares it holds in Central Dock Sud SA; and
  
• the purchase by Pan American Sur SA of the shares held by Enel Argentina in Central Dock Sud SA.

The sale closed on April 14, 2023 for a total of about €48 million.

For more information on the associated financial effects, please see note 9 “Main acquisitions and disposals during the year”. 

On April 7, 2023, Enel Perú SAC, controlled by Enel SpA through Enel Américas SA, reached an agreement with the Chinese company China Southern Power Grid International (HK) Co. Ltd (CSGI) to sell the entire equity stakes held by Enel Perú in the power distribution and supply company Enel Distribución Perú SAA and in Enel X Perú SAC, the latter providing advanced energy services. The agreement establishes that CSGI will acquire Enel Perú’s interests in Enel Distribución Perú SAA (equal to around 83.15% of the share capital) and Enel X Perú SAC (equal to 100% of the share capital), for a total of around $2.9 billion, equivalent to an enterprise value of about $4 billion (on a 100% basis). 

On September 29, 2023, Enel SpA, acting through its wholly-owned subsidiary Enel Green Power SpA closed the sale to INPEX Corporation (INPEX) of 50% of two entities that own all of the Group’s renewables operations in Australia, namely Enel Green Power Australia (Pty) Ltd and Enel Green Power Australia Trust. The sale was closed following the fulfillment of all conditions set out in the sale agreement signed on July 13, 2023.
In line with the above agreement, INPEX paid a total of about €142 million.
Upon the transaction’s closing, Enel Green Power SpA and INPEX will jointly control Enel Green Power Australia, over- seeing the company’s current renewable generation port-folio and continuing to develop its project pipeline, seeking to increase its installed capacity.
For more information on the associated financial effects, please see note 9 “Main acquisitions and disposals during the year”. 

On October 5, 2023, the Board of Directors of Enel SpA, implementing the authorization granted by the Share holders’ Meeting of May 10, 2023 and in compliance with the relevant terms previously disclosed to the market, approved the launch of a share buyback program for a total of 4.2 million shares, equal to approximately 0.041% of Enel’s share capital.
The program, which will run from October 16, 2023 until no later than January 18, 2024, is designed to serve the 2023 Long-Term Incentive Plan for the management of Enel and/or of its subsidiaries pursuant to Article 2359 of the Italian Civil Code, which was also approved by the Shareholders’ Meeting on May 10, 2023.
Since the beginning of the program, Enel has purchased 3,377,224 treasury shares (equal to about 0.0332% of share capital), for a total €21,007,908.138. Considering the treasury shares already owned, as at December 29, 2023, Enel held a total 9,262,330 treasury shares, equal to about 0.0911% of the share capital. 

On October 23, 2023, Enel SpA, acting through its fully-owned subsidiary Enel Green Power North America Inc. (EGPNA), signed an agreement with Ormat Technologies Inc., for the sale of a renewable asset portfolio in the United States.
The sale was finalized on January 4, 2024 at a price of $271 million, equivalent to €250 million, subject to customary transactional adjustments.
The assets sold include EGPNA’s entire geothermal port- folio as well as a number of small solar plants, with a total capacity of about 150 MW of operating plants. 

On October 25, 2023, Enel SpA and its listed subsidiary Enel Chile SA closed the sale of their entire equity interests in the share capital of Arcadia Generación Solar SA, a Chilean company which owns a portfolio of four operating PV plants with a total installed capacity of about 416 MW, to Sonnedix, an international renewable energy producer. The transaction was closed following the fulfillment of all conditions set forth in the stock purchase agree- ment signed on July 12, 2023, including receipt of clear- ance from the Chilean antitrust authority Fiscalía Nacional Económica (FNE). Pursuant to the above agreement, the purchaser paid a total of €535 million, corresponding to the 100% enterprise value agreed by the parties. The transaction resulted in the recognition of a capital gain of €195 million.

For more information on the associated financial effects, please see note 9 “Main acquisitions and disposals during the year”. 

On October 25, 2023, Enel SpA finalized the sale to the Greek company Public Power Corporation SA (PPC) of all the interests held by the Enel Group in Romania, following the fulfillment of all the conditions set forth in the related sale agreement, signed on March 9, 2023.
In line with the agreement, PPC paid a total of about €1,241 million. An earnout mechanism is also envisaged, involving a potential further post-closing payment based on the future value of the retail business.

The transaction had a negative impact on profit or loss for the year of €847 million, of which €655 million reflecting the release of a currency translation reserve, €15 million in respect of transaction costs connected with the sale and the recognition of €177 million in impairment losses on the assets prior to the sale (net of taxes).
For more information on the associated financial effects, please see note 9 “Main acquisitions and disposals during the year” and note 7 “Discontinued operations”. 

On November 22, 2023, Enel SpA announced that its subsidiaries Enel Américas SA and Enel Perú SAC, the latter controlled by Enel through the Chilean listed company Enel Américas, have signed an agreement with Niagara Energy SAC, a Peruvian company controlled by the global investment fund Actis, for the sale of all the equity stakes held by the Enel Group in power generation companies Enel Generación Perú SAA and Compañía Energética Veracruz SAC.
Specifically, the agreement establishes that Niagara Energy will acquire the stakes held by Enel Perú and Enel Américas in Enel Generación Perú’s share capital (equal to approximately 66.50% and 20.46%, respectively) as well as those held by Enel Perú in Compañía Energética Veracruz (equal to 100%) for a total of about $1.4 billion (about €1.3 billion), equivalent to an overall enterprise value of around $2.1 billion (about €1.9 billion, on a 100% basis).
This consideration is subject to adjustments customary for these kinds of transactions in consideration of the time between signing and closing.
The closing of the sale, which is expected by the 2nd Quarter of 2024, is subject to certain conditions customary for these kinds of transactions, including receipt of clearance from the competent antitrust authorities in Peru. 

On December 29, 2023, Enel SpA announced that, acting through its whollyowned subsidiary Enel Green Power SpA (EGP), it had finalized the sale of 50% of Enel Green Power Hellas (EGPH), EGP’s fullyowned renewable subsidiary in Greece, to Macquarie Asset Management, acting through the Macquarie Green Investment Group Renewable Energy Fund 2, following the fulfillment of all the conditions customary for these kinds of transactions, including receipt of clearance from the competent antitrust authorities, set out in the sale agreement signed on July 26, 2023.
In line with that agreement, the total price received by EGP was €351 million. Following the transaction’s closing, EGP and Macquarie Asset Management entered into a shareholder agreement which envisages joint control of EGPH in order to comanage the company’s current renewable generation portfolio as well as continuing to develop its project pipeline, further increasing its installed capacity.
The transaction generated a positive impact on Enel Group profit of €422 million (including the fair value remeasurement of the remaining equity investment).

For more information on the associated financial effects, please see note 9 “Main acquisitions and disposals during the year” and note 7 “Discontinued operations”.