ESSENTIAL FACT
Enel Américas S.A.
Registration of Securities Registry No. 175
Santiago, December 29, 2022
Ger. Gene. No 20/2022
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 Rule No. 30 of the
Commission for the Financial Market (“CMF”), duly empowered and in
representation of Enel Américas S.A. (the “Company”), I come to inform, with
“essential facts” means the following:
As reported by essential event of September 23
of 2022, the Company’s Brazilian subsidiary, Enel Brasil S.A. (“Enel Brasil”) undersigned
a share purchase agreement with Equatorial Participações e
Investimentos S.A., a subsidiary of Equatorial Energia S.A. (jointly
“Equatorial”), through which Enel Brasil agreed to sell 99.9% of the shares
issued by CELG DISTRIBUIÇÃO S.A. —- CELG D (“Enel Goiás”) owned by it (the “Sale”).
The perfection of the Sale and the consequent transfer of
shares issued by Enel Goiás were subject to compliance with certain
usual preconditions for this type of operation, among which
The authorization by the Board of Directors of Enel Américas S.A. and the
authorizations from Brazilian regulatory bodies Agência Nacional de
Energia Elétrica (“ANEEL”) and the Conselho Administrativo de Defesa Econômica
((CADE).
With the aforementioned suspensive conditions fulfilled, Enel today
Brazil finalized the Sale for a total amount of approximately BRL
8.5 billion (Brazilian reais), equivalent to approximately USD 1.6 billion
million, subject to certain post-closing adjustments, of which
approximately BRL 1.5 billion (equivalent to more than USD 285
million) correspond to their share of the assets paid by
Equatorial on this date, and approximately BRL 7,000 million (equivalents
to approximately USD 1.3 billion) correspond to the repayment of loans
intercompany, which will be paid by Enel Goiás within the next few years
twelve months. In addition to this amount, the parties have agreed to a
Earn-out payment mechanism, depending on the result of certain
contingencies in progress, whose estimate at this date is not quantifiable.
As a result of this operation, it is estimated that Enel Américas will have to
record a total loss on its consolidated net income of approximately
USD$ 980 million, of which USD$ 786 million have already been recognized in
the Company’s financial statements as of September 30 of this year.
These amounts do not include additional income that is subject to the mechanism.
of earn-out payments, indicated above.
The Sale is in line with the Company’s Strategic Plan, since
contributes to the objective of constantly improving and optimizing the risk profile-
profitability of the Company and its asset base, focusing on
Main businesses.
Yours faithfully
Signed by
MAURIZIO
Harare Bend | EZ ZECCHERI
| on 29/12/2022 at
22:43:36 CET
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 file in CMFChile: https://www.cmfchile.cl/sitio/aplic/serdoc/ver_sgd.php?s567=37a4e1a067863ff869a07fba0035e04dVFdwQmVVMXFSWGxOUkZFMVQxUmpNazUzUFQwPQ==&secuencia=-1&t=1682376108
