ESSENTIAL FACT
Enel Américas S.A.
Registration of Securities Registry No. 175
Santiago, September 23, 2022
Ger. Gene. No 12/2022
Mrs.
Solange Berstein Jáuregui
Chairman
Financial Market Commission
Avenida Libertador Bernardo O’Higgins 1449
Present
Ref.: COMMUNICATES ESSENTIAL FACT
Dear Sir or Madam:
In accordance with the provisions of Articles 9 and 10, second paragraph, of Law No. 18,045 and the provisions of General Standard No. 30 of the Commission for the Financial Market (“CMF”), and in exercise of the powers conferred on me, I inform you, as an essential fact, that as of yesterday the Brazilian subsidiary of the Company, Enel Brasil S.A. entered into a share purchase agreement with Equatorial Participações e Investimentos S.A., a subsidiary of Equatorial Energia S.A. (collectively “Equatorial”), through which, and subject to the fulfilment of certain preconditions, including authorization by the Board of Directors of Enel Américas S.A., Enel Brasil will dispose of 99.9% of the shares issued by CELG DISTRIBUIÇÃO S.A. — CELG D (“Hereinafter “Enel Goiás”) owned by Enel Brasil S.A. (the “Sale”). In order to evaluate and approve the Sale, an extraordinary meeting of the Board of Directors of Enel Américas has been convened for September 28, 2022. Other agreed preconditions concern authorizations from Brazilian regulatory bodies Agência Nacional de Energia Elétrica (“ANEEL”) and Conselho Administrativo de Defesa Econômica (“CADE”).
Enel Goiás is a Brazilian energy distributor located in the State of Goiás, with a concession area of 337 thousand km2, with 3.3 million customers in 237 municipalities.
In the event that the Sale is approved, the subsidiary Enel Brasil S.A. would receive approximately BRL 7,300 million (Brazilian reais), equivalent to approximately USD 1,400 million, of which approximately BRL 1,600 million (equivalent to approximately USD 300 million) correspond to its equity and would be paid by Equatorial at closing, which is expected to occur during December, and approximately BRL 5,700 million (equivalent to approximately USD 1,100 million) for the prepayment of intercompany loans, of which USD 600 million correspond to Enel Brasil and USD 500 million to Enel Finance International, a company related to the controller of Enel Américas, Enel SpA, which would be paid by Enel Goiás within twelve months of the closing of the operation. All of the above is subject to positive or negative adjustments, depending on the terms of the agreement between the parties.
In addition to this amount, the parties have agreed on an earn-out payment mechanism, depending on the result of certain contingencies that are in progress, whose estimate to this date is not quantifiable.
As a result of this transaction, it is estimated that Enel Américas would record a loss on its consolidated net income of approximately USD 990 million. This amount does not include any additional income from earn-out indicated above.
Yours faithfully
Signed by Maurizio Bezzeccheri
General Manager
Enel Américas S.A.
c.c.: Central Bank of Chile
Santiago Stock Exchange
Electronic Stock Exchange of Chile
Banco Santander — Bondholder Representatives
Central Securities Depository
Risk Rating Committee
Link to the file in CMFChile: https://www.cmfchile.cl/sitio/aplic/serdoc/ver_sgd.php?s567=effe5e6b82fa2ff58749a63eeaafcaceVFdwQmVVMXFRVFZOUkUweVRucEJlVTFSUFQwPQ==&secuencia=-1&t=1682376108
