Enel Societa Per Azioni - Report of Foreign Issuer (6-K)
30 11월 2007 - 3:52AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
FORM 6-K
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of November 2007
Enel Società per Azioni
Viale Regina Margherita 137
00198, Rome
Italy
Indicate by check mark whether the registrant files or will file annual reports under cover of
Form 20-F or Form 40-F.
Form 20-F
þ
Form 40-F
o
Indicate by check mark whether the registrant by furnishing the information contained in this
Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under
the Securities Exchange Act of 1934.
Yes
o
No
þ
If Yes is marked, indicate below the file number assigned to the registrant in connection
with Rule 12g3-2(b):
Certain of the information included in this Report is forward looking and is subject to important
risks and uncertainties that could cause actual results to differ materially. The Companys core
business includes the generation, distribution and sale of electricity and the distribution and
sale of gas. The Companys outlook is predominately based on its interpretation of what it
considers to be the key economic factors affecting its businesses. Forward-looking statements with
regard to the Companys businesses involve a number of important factors that are subject to
change, including: the many interrelated factors that affect customers demand, including general
economic conditions, industry trends, and increased competition in each of the Companys markets;
the Companys ability to implement successfully its cost reduction program; the Companys ability
to implement its strategy focused on its core energy business; future capital expenditure and
investments; legislation, particularly that relating to the regulation of the markets for
electricity and other public utility services, tariff regimes, the environment, trade and commerce
and infrastructure development; the actions of competitors in various industries in which the
Company competes; production difficulties, including capacity and supply constraints; labor
relations; interest rates and currency exchange rates; political and civil unrest; and other risks
and uncertainties.
The information included in this Report has been given to Commissione Nazionale per le Società e la
Borsa (CONSOB), the Italian public authority regulating Italian capital markets, and/or to Borsa
Italiana S.p.A.
,
the company owning and managing the Mercato Telematico Azionario, the Italian
automated screen-based trading system on which the ordinary shares of Enel Società per Azioni are
listed, or is otherwise furnished pursuant to General Instruction B to the General Instructions to
Form 6-K.
Press release
ENEL: MORE THAN 160 MILLION EURO BONUS FOR QUALITY OF ELECTRICITY SERVICE IN 2006
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Satisfaction with the results announced by the Authority for Electricity and Gas: net
bonus to Enel Distribuzione increased by 35%.
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Between 2000 and 2006 Enel invested 9.6 billion euros in upgrading the network.
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Rome, November 27, 2007
- The continuity of Enels electricity service in Italy continues to
improve.
Once again in 2006, the Authority for Electricity and Gas (AEEG) has awarded Enel Distribuzione a
net bonus of more than 160 million euros (up 35% compared with the 118 million euros granted in
2005) out of a total of 165 million euros disbursed in incentives.
In 2006, despite a new calculation mechanism that includes interruptions previously attributed to
external causes, the average total length of interruptions for Enel customers fell from 63
minutes in 2005 to 51 minutes last year, compared with a target of 79 minutes set by the AEEG.
This result is the outcome of the substantial investments that Enel has made in its network: some
9.6 billion euros between 2000 and 2006. This commitment has enabled us to achieve a standard of
excellence at the European level.
The South experienced a sharp improvement of the quality of electricity service in 2006, with an
average decrease in the duration of interruptions of 16 minutes. The results achieved in some
regions in the South were even better than the national average, for example Molise with just 28
minutes and Basilicata with 48 minutes. Abruzzo posted a improvement, with the average dropping
from 106 minutes in 2005 to 56 last year.
In the Centre, the average total duration of interruptions fell by nearly 20 minutes. In Umbria the
average was 34 minutes, followed by Tuscany with 39 minutes and the Marche with 41 minutes, while
the figure for Lazio decreased from 79 to 55 minutes.
Record results were also seen in the North, with an average of 34 minutes of service interruptions
per customer. Friuli had an average of 21 minutes, Lombardy 28 minutes and Emilia Romagna 24
minutes, less than half the national average.
Press release
ENEL
ANNOUNCES ITS INTENTION TO DELIST FROM NYSE AND TO TERMINATE REGISTRATION OF ITS ORDINARY SHARES
AND ADSs UNDER THE EXCHANGE ACT
Rome, November 29, 2007
The Board of Directors of Enel S.p.A. (Borsa Italiana: ENEL; NYSE: EN)
today authorized the delisting of the Companys American Depositary Shares (ADSs,
each ADS representing five ordinary shares) from the New York Stock Exchange (NYSE), and resolved
to terminate its registration with the Securities and Exchange Commission (the SEC) and related
reporting obligations under the Securities Exchange Act of 1934 (the Exchange Act).
In light
of the continued low trading volumes of Enels ADSs in the
United States and administrative burdans and costs associated with maintaining Enels U.S. listing and registration, the Board
decided to take advantage of recent amendments by the SEC to the
requirements that foreign private
issuers must meet in order to terminate their registration and related reporting obligations under
the Exchange Act.
Enel concurrently submitted written notice to the NYSE of its intention to delist its ADSs. Enel
expects to file with the SEC Form 25, regarding the delisting, on or about December 10, 2007 and
expects the delisting to become effective by operation of law on or about December 20, 2007 (
i.e.
10 days after the filing of Form 25). On such date Enel expects to file with the SEC Form 15F,
regarding the deregistration, and expects the deregistration to become effective 90 days after the
filing of Form 15F.
Enel has not arranged for listing and/or registration of its ordinary shares or ADSs on any other
U.S. national securities exchange or for quotation of these securities in any quotation medium (as
defined in Rule 15c2-11 under the Exchange Act). Enel also intends to terminate its American
Depositary Receipt facility with JPMorgan Chase Bank N.A. during the course of the delisting and
deregistration procedure. Enels ordinary shares will remain listed on the
Mercato Telematico
Azionario
, the automated screen-based trading system managed by Borsa Italiana S.p.A. (the Italian
Stock Exchange), which is located in Italy. The Italian Stock Exchange constitutes the primary
trading market for Enels ordinary shares.
The delisting and deregistration do not affect Enels relationships with U.S. investors nor its
commitment to high standards of corporate governance and financial reporting. Enel will continue
to make English translations of its annual reports, financial statements and press releases
available on its website
www.enel.it
.
Notice of a change in the share capital of Enel S.p.A.
Enel S.p.A. informs the market of the new composition of its share capital (entirely subscribed and
paid up) following the partial execution during the period between October 29, 2007 and November
16, 2007 of the resolutions to increase the aforesaid capital adopted by the Board of Directors
at its meetings on April 10, 2003 (for the Stock-option Plan for the year 2002), April 7, 2004 (for
the Stock-option Plan for the year 2003) and March 30, 2005 (for the Stock-option Plan for the year
2004).
Specifically, in the aforesaid period between October 29, 2007 and November 16, 2007 a total of
1,318,456 ordinary Enel S.p.A. shares were issued and subscribed, of which (i) 591,500 shares
regarding the Stock-option Plan for the year 2002, (ii) 95,306 shares regarding the Stock-option
Plan for the year 2003 and (iii) 631,650 shares regarding the
Stock-option Plan for the year 2004.
The Board of Directors had been specifically authorized to resolve such capital increases by the
extraordinary Shareholders Meetings of May 25, 2001 (regarding the Stock-option Plan for the year
2002), May 23, 2003 (regarding the Stock-option Plan for the year 2003) and May 21, 2004 (regarding
the Stock-option Plan for the year 2004).
The attestation regarding the new amount of the share capital was filed for recording with the
register of companies in Rome on November 27, 2007.
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C
urrent share capital
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P
revious share capital
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Par value
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Par value
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Euro
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No. of shares
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each
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Euro
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No. of shares
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each
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Total
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6,184,153,490
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6,184,153,490
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1 Euro
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6,182,835,034
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6,182,835,034
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1 Euro
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Of which:
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Ordinary shares
(rank for dividend
pari passu
: January
1, 2007)
current coupon
number 11
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6,184,153,490
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6,184,153,490
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1 Euro
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6,182,835,034
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6,182,835,034
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1 Euro
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Enel Società per Azioni
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By:
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/s/ Avv. Claudio Sartorelli
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Name:
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Avv. Claudio Sartorelli
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Title:
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Secretary of Enel Società per Azioni
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Dated: November 29, 2007
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