Enel Américas
Annual Report
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Santiago Stock Exchange
ENELAM
New York Stock Exchange
ENIA
Enel Américas was established initially under the name Compañía Chilena Metropolitana de
Distribucion Electrica S.A., and on December 1, 2016 the company changed its name to Enel Américas
S.A. The Company’s paid-in capital on December 31, 2016 reached $4,621,809,178 thousand, and was
represented by 58,324,975,387 shares. Its shares are traded in the Chilean stock exchanges and in
the New York Stock Exchange in the form of American Depositary Receipts (ADR).
The main business of the Company is the operation, development, generation, distribution,
transmission, transformation and/ or sale of energy in any of its forms or nature, directly of through
other companies, as well as providing engineering advisory in the country and abroad, and also the
management of its investment in subsidiaries and associate companies.
Total assets amounts to $11,281,555,506 thousand on December 31, 2016. Enel Américas controls
and manages a group of companies that operates in the electricity markets in four countries in Latin
America (Argentina, Brazil, Colombia and Peru). In 2016, net income attributable to the controlling
company reached $383,060 million and operational income was $1,217,155 million. By the end of
2016, the Company employed 10,324 people through its subsidiaries companies in South America.
Enel Américas
Annual Report 2016
Table of Contents
> Letter from the Chairman
> Open Power
> 2016 Milestones
> Main Financial and Operational Indicators
> Identification of the Company and Constitutive Documents
> Ownership and Control
> Management
> Human Resources
> Exchange Transactions
> Dividends
> Investment and Financing Policy for 2016
> Company’s Business
> Investments and Financial Activities
> Risk Factors
> Company Reorganization
> Regulatory Framework of the Electricity Industry
> Description of the Business by Country
> Ownership Structure
> Significant Events of the Company
> Identification of Subsidiaries and Associates Companies
> Responsibility Statement
> Consolidated Financial Statement
> Management’s Analysis of Consolidated Financial Statements
> Summarized Financial Statements of the Subsidiaries
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Letter
from the Chairman
Dear shareholders,
You are holding the Annual Report and Financial Statements
of Enel Américas S.A., which corresponds to the period
ended on December 31, 2016. Enel Américas runs the
Corporate
Reorganization
electricity generation,
transmission and distribution
In 2015 we started a corporate reorganziation process of
businesses in four countries in Latin America (Argentina,
the former Enersis S.A., whose purposes were to simplify
Brazil, Peru and Colombia) through its subsidiaries.
the corporate structure of the Company and to separate
the assets in Chile from the rest of the Region. It was
First of all, I would like to thank the Members of the Board of
a long and extremely complex process, which involved
Enel Américas, whom in April 2016 once again gave me their
several jurisdictions.
trust and responsibility to chair the Company. The exercise
2016 has been hard and carried big changes, because the
In 2016, as Chairman of the Company
I had the
electricity business worldwide was highly dynamic and
responsibility to lead the second stage of the corporate
showed increasing competition and high level of demand.
reorganziation process, whereby at the Extraordinary
Within this context, I would like to acknowledge this
Shareholders’ Meeting held on September 28, 2016, the
gratitude to the professionals, executives and technicians
former Enersis Américas, Endesa Américas and Chilectra
working in the different subsidiaries of the Company, as well
Américas merged, by incorporation, into Enersis Américas.
as to Luca D’Agnese, General Manager of Enel Américas,
Additionally, that same day the shareholders of the
who has leaded successfully the great teams of this
resulting company, aware of the value that meant to be part
Company to face the challenges of this year.
of an important group worldwide such as Enel, approved
Today, after the successful ending of the corporate
whose modification was performed on December 1st, 2016,
reorganziation process that began in 2015, new challenges
after the merger process was completed.
the name change of Enersis Américas to Enel Américas,
are added. We have to consolidate the incorporation of the
distribution company CELG to the business in Brazil, we
Upon these changes, on December 1st, 2016, Enel
need to reach the efficiencies set for the Company in the
Américas began trading at the New York Stock Exchange.
Strategic Plan for 2019 and also to capitalize the business
The Company participated in the so-called “ring the bell”,
in Argentina after the enactment of the new regulatory
recognition that only few companies have had, and of
framework. We will try to reach the best results for our
which we are very proud.
shareholders while facing these challenges.
Looking the year with perspective, I firmly believe that the
work carried out, and the alternatives showed to those
shareholders that didn’t choose to continue with us as
part of this new company, the IPO and the Withdrawal
Right, constituted not only a transparent, fair and entirely
4
Enel Américas Annual Report 2016
adequate with regards to legality process, but also a
We think that this acquisition represents an excellent
model. As you know, the amount paid to those currently
investment for the Company in a country where we have
former shareholders, whom decided to make use of some
seen great growth potential for the years to come.
of these two mechanisms, was far below the parameters
defined by the Company, thus showing that the proposed
reorganziation process was completely positive for Enel
Américas.
Today we are the most important private electricity
company in the Region, and to keep that position we
see great possibilities of growth for our generation
and distribution businesses, which we will continue to
achive not only through our permanent aim at efficiency,
but also through our active search for new acquisition
opportunities.
Acquisition
of CELG in Brazil
During the second half of 2016, through Enel Brasil, we
increased our share capital of the electricity distribution
company Celg Distribuição S.A. (“CELG”) to 94.8%. This
company operates in the Brazilian state of Goiás, and
covers a territory of 337 thousand square kilometers,
and the standing concession is in force until 2045
for 2.9 million customers. With this acquisition, the
client base of Enel Américas in Brazil increased
from 7 to 10 million.
5
New Regulatory
Framework in
Argentina
Efficiencies and
Results of the Period
Dear shareholders, another key point that we have defined
as fundamental from 2016 onwards, is the efficiencies
In Argentina, there was an important regulatory framework
plan we are boosting in order to increase the company’s
change in 2016 for the electricity industry, which carried out
return. In 2016 we obtained savings of 160 million dollars,
an opportunity for our business. After a period where prices
result that exceeded preliminary estimates. These savings
and tariffs were frozen, in February 2016 a new tariff regime
were comprised by 8% reduction in the distribution
began to operate, with which consumption subsidies were
business, equivalent to 77 million dollars, while in the
reduced.
generation business the reduction was 10%, or 24 million
dollars. Nevertheless, we continue our work to search
We have developed an ambitious working plan with an
for efficiencies. We remind you that, as a Company,
investment of 900 million dollars between 2017 and 2019,
we committed with the Strategic Plan introduced in
in accordance with our Strategic Plan. We will look for
November 2016, to save 358 million dollars in 2019.
mechanisms to reduce energy losses and improve our
facilities, thus significantly increase our quality of service,
With regards to the Financial Results of 2016, and within
and always thinking of our customers.
an extremely volatile economic context in the Region, I
would like to highlight the financial strength demonstrated
by Enel Américas whereby showing very positive results
to its shareholders in line with the objectives announced
last year.
In 2016 the Company’s net EBITDA from extraordinary
effects increased more than 16% compared to 2015. In
terms of net results, it reached US$844 million, which
accounted net from extraordinary effects, would have
assumed nearly 24% growth from the previous year.
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Enel Américas Annual Report 2016
Additionally, the robustness of the cash generated by
the Company has allowed the maintenance of attractive
dividends policy of the Company in 50%, meaning a
distribution of approximately 192,530 million pesos
accounted against annual net profits.
I would like to finish this letter by expressing my gratitude
once again to the Directors, executives and employees of
Enel Américas for their huge dedication and effort carried
out in 2016, and also to emphasize our commitment to
become more efficient and more useful for the communities
we serve.
Francisco de Borja Acha Besga
Chairman
7
Edificio Corporativo Santa Rosa 76
Lanzamiento Cambio de Marca. 30 Noviembre 2016
ENEL AMÉRICAS IS
In the last decades, Enel has delivered energy, innovation
and progress to the world. The Company has touched
the lives of hundred thousand people changing the way
they relate with the energy. Today, understanding that
the world is not the same and that the way to do things
has changed, Enel Américas takes the responsibility to
lead the changes of the energy sector to create a new
world, sustainable and with the support of people.
This change of philosophy is called Open Power and
demands to Enel Américas and its subsidiaries in Peru,
Colombia, Brazil and Argentina to be open. Today, the
challenge is to open the energy to more people, partners
and technologies. It means to open it to new uses and
ways to manage energy.
Open Power seeks to create a shared culture with a
long-term vision, a mission defined in five points and
four values that define the DNA of the Enel Group.
MISSION
Open energy
to more people
to ne w technologies
O pen energy
O ffer p e o ple n e w
w a y s to m a n a g e e n erg y
o m p
a
h
e C
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t o m o r e s t a
O
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o l d
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r g y
O p e n e n e
t o n e w a p p l i
i o n s
t
a
c
VISION
Open Power to solve relevant global challenges.
VALUES
Responsibility
Each one of us is responsible for the success of the group, at every level.
We place our energy at the service of people to improve their lives
and make them more sustainable.
Innovation
We live and work curiously, we make efforts to go beyond the ordinary
and we overcome our fears, in order to open the energy to new uses,
technologies and people.
We learn from our mistakes and from our successes.
Trust
We act in a skilled, honest and transparent way, in order to gain
our colleagues, clients and stakeholders’ confidence,
and we also value the individual differences.
At the same time, we trust in their ability to create and share value.
Proactivity
We take care of our job in first person.
We interpret permanently the scenarios and global challenges
to anticipate changes, thus redefining our priorities when needed.
MISSION
to more people
Open energy
to ne w technologies
O pen energy
w a y s to m a n a g e e n erg y
O ffer p e o ple n e w
o m p
e
n t h
k
t o m o r e s t a
r g y
O p e n e n e
t o n e w a p p l i
e C
O
a
e
p
h
y
n
o l d
e r s
i o n s
t
a
c
VISION
Open Power to solve relevant global challenges.
VALUES
Responsibility
Each one of us is responsible for the success of the group, at every level.
We place our energy at the service of people to improve their lives
and make them more sustainable.
Innovation
We live and work curiously, we make efforts to go beyond the ordinary
and we overcome our fears, in order to open the energy to new uses,
technologies and people.
We learn from our mistakes and from our successes.
Trust
We act in a skilled, honest and transparent way, in order to gain
our colleagues, clients and stakeholders’ confidence,
and we also value the individual differences.
At the same time, we trust in their ability to create and share value.
Proactivity
We take care of our job in first person.
We interpret permanently the scenarios and global challenges
to anticipate changes, thus redefining our priorities when needed.
Milestones in 2016
MARCH
Emgesa and Codensa
reached the energy
consumption reduction of
their offices by nearly 50%
During the first week of the
Savings Mode program’s
implementation, Emgesa and
Codensa reached the energy
consumption reduction in
the work places by nearly
50%. This decrease was
accomplished due to different
initiatives carried out in the
companies, among which
stands out the one that
consisted on completely
turn off the lights of every
work place from 6 pm, with
the exception of those not
allowed by the operation of
the Companies.
Fitch Ratings assigns “BBB”
international scale rating and
“AA” national scale rating to
Enel Américas
On March 2, 2016, Fitch
Ratings rated Enersis
Américas (currently Enel
Américas) at international
scale rating “BBB and “AA”
at national scale rating.
Outlook is stable. The rating
was ratified later on, on
September 28 and November
30, 2016.
APRIL
Shareholders of Enel
Américas appointed the new
Board of Directors of the
Company
Shareholders of Enel
Américas S.A. at the Ordinary
Shareholders Meeting
appointed the new Board of
Directors of the Company,
comprised by Messrs. Borja
Acha, José Antonio Vargas,
Livio Gallo, Enrico Viale,
Hernán Somerville, Patricio
Gómez Sabaini and Domingo
Cruzat. The Directors of Enel
Américas appointed Mr. Borja
Acha as Chairman of the
Board. Also, the independent
directors Patricio Gómez
Sabaini, Domingo Cruzat and
Hernán Somerville formed
the Directors’ Committee;
the latter was appointed
Chairman of the Directors’
Committee.
Feller Rate assigns “AA-”
national scale rating to Enel
Américas
On April 4, 2016, Feller Rate
rated Enersis Américas
(currently Enel Américas)
“AA-” at national scale rating
with stable outlook. The
rating was ratified later on
July 7, 2016.
Colece in Brazil receives the
Golden Helmet Award
Enel Distribução Ceará was
awarded for its investment
in work safety practices
for MSA – The Safety
Company. The objective of
this acknowledgement is
to promote professionals
and companies to carry out
actions to prevent workplace
accidents, including the use
of industrial helmets.
In Colombia, Codensa
and Terpel subscribed an
agreement to develop
electric charging points in gas
stations
Codensa and Terpel
subscribed an agreement
of intent to jointly work for
the future installation of
electric charging points at
Terpel’s gas stations. The
objective of this initiative is
to increase the opportunity
for mass distribution of
electric mobility in segments
such as taxis, private
vehicles, corporate fleet and
governmental fleet enabling
the recharge of electric
vehicles in public places in
the medium term in different
cities of the country. The
target is to begin in Bogota,
and the project will expand
afterwards to other regions.
JANUARY
El Quimbo restarts
operations
On January 8, Emgesa was
notified of the ruling issued
by the Third Criminal Court
of Neiva, which determined
that, on a transitional basis
and effective immediately,
the hydroelectric power
plant El Quimbo may restart
operations. Pursuant to this
order, on January 10, 2016,
Emgesa carried out a work
plan to comply with the ruling
and started the generation of
the energy supply.
Enel Distribución Perú
supplies energy to the Jorge
Chávez International Airport
On January 1st, 2016,
for a six-year period, Enel
Distribución Perú began
supplying energy to the Jorge
Chávez International Airport,
after being awarded the good
pro of the private tender
hosted by Lima Airport
Partners (LAP). The electricity
company supplies energy
with a capacity of 8 MW, and
is estimated to increase to 11
MW in 2021. Currently, the
annual consumption of the
airport is 37 GWh.
FEBRUARY
Standard & Poor’s assigns
“BBB” rating to Enel
Américas
On January 3, 2016, Standard
& Poor’s rated Enersis
Américas (currently Enel
Américas) “BBB” with stable
outlook at international scale
rating, being “investment
grade. “ This rating was
ratified later on February 23
and December 1st, 2016.
Peru: 11 kilometers of new
electricity grids in Pisquillo
and Tiroler
The towns of Pisquillo
(Huaral) and Tiroler (Huacho)
now have electricity grids
built by Enel Distribución
Perú, thus contributing
to promote progress and
development to every
neighbor in this area of
Norte Chico. These grids
will meet the demand of
4MW for agribusiness
customers of the area, which
will represent important
production costs savings for
them, while disregarding
important oil consumption,
thus contributing with the
environmental sustainability.
Enel Generación Perú was
awarded a hydroelectric
project in renewables energy
tender offer
Enel Generación Perú was
awarded an energy supply
contract for a 20-year
period with the HER project
(Hydro Energy Recovery)
Huampaní, part of the Fourth
Energy Supply Tender Offer
with Renewable Energy
Resources. The project
includes the installation
of two turbines over the
discharge chute of the power
plant, with total capacity of
0.7 MW.
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Enel Américas Annual Report 2016
JULY
Enel Generación Perú sold
to Conelsur its transmission
assets for US$60 million
Enel Generación Perú and
its subsidiary Chinango,
companies that belong to
the Enel Group in Peru, sold
the transmission lines of 220
kV and 60 kV to Conelsur,
company associated with
the Chilean company owned
by the Canadian Transelec
Rentas Holding S.A., entering
into Peruvian market through
this operation. The assets
acquisition comprises 21
transmission lines of 220 kV
and 60 kV, with a total of 650
kilometers long.
AUGUST
Enel Américas calls an
Extraordinary Shareholders
Meeting
The Board of Directors
of Enel Américas S.A.
unanimously agreed to call an
Extraordinary Shareholders
Meeting for the approval
of the merger of Endesa
Américas and Chilectra
Américas’ assets into Enersis
Américas. Additionally, it was
decided to put to vote the
name and business name
change of Enersis Américas
S.A. for Enel Américas S.A.
MAY
The Board of Directors of
Enel Américas agreed to
start the merger process
of Endesa Américas and
Chilectra Américas into Enel
Américas
On May 6, the Directors of
the Company unanimous
approved the formal start
of the merger through
absorption process, with
which Enel Américas
incorporated Endesa
Américas and Chilectra
Américas. In addition, this
Board of Directors’ meeting
appointed Mr. Rafael Malla
Osorio as independent expert
of the Company, and also
appointed Banco Itaú as
independent evaluator.
JUNE
Enel Generación Perú will
supply energy to Furukawa
Corporation
The signing of the contract
comprises capacity of up
to 3.65 MW for a 10-year
period. Furukawa is a
corporate group whose core
business is to provide glass
for the construction industry,
specifically for the industrial,
commercial and service
areas, and has four lines
of business: distribution,
building, industrial aluminum
and decoration.
Colece in Brazil receives the
Abradee Award 2016
For the sixth consecutive
time, Enel Distribução Ceará
of Brazil was awarded the
best energy distribution
company in Brazil by
Abradee, the Brazilian
Association of Electrical
Energy Distribution. At
the 18th version of the
Abradee Award, the
Company also won first
place in the Corporate Social
Responsibility category.
Codensa launches the first
hackathon of the energy
sector most important of
Colombia
“CHALLENGE – E Codensa”
was the first virtual
Hackathon of the energy
sector in the country,
which convened talents
that developed hardware
or software solutions to
contribute with the energy
efficiency. Seventy-four
proposals were received,
fifteen teams were selected,
and only one was the winner
of the main prize of 20 million
Colombian pesos for his
proposal of smart lighting
system proposal.
Enel Américas determined a
new price for the IPO
The Board of Directors
of Enel Américas at the
session held on August
31, 2016 agreed to modify
permanently the price of the
IPO over Endesa Américas,
which was announced in the
Shareholders Meeting of
last December 18, and the
new price was fixed at $300
pesos per share. Likewise,
the Board of Directors agreed
that the date to launch the
IPO is September 13, 2016.
Codensa was awarded
with the Andesco award
of Corporate Social
Responsibility in the category
Best Corporate Governance
Environment for public
services companies and
communications for its
initiative and management of
the Customer Ombudsman
Office
In the context of the XVIII
Andesco Congress of
Public Services, TIC and
TV, Codensa was awarded
with the Best Corporate
Governance Environment for
public services companies
and communications award.
This Andesco award has
recognized for eleven
years the effort carried out
by Colombian companies
in the Corporate Social
Responsibility field, and
it was granted to the
company for its program
Customer Ombudsman,
first and unique program
voluntarily performed by a
public services company in
Colombia.
13
Codensa created an
innovative monitoring service
center to optimize customer
service
Codensa presented an
innovative Monitoring Service
Center, space that permits
the remote monitoring and
in real time the behavior
of every customer service
channel that the company
has, thus enabling the
creation of contingency
processes to relieve them
and improve response times.
OCTOBER
Enel Group changes the
names of its companies
Edegel, Eepsa and Edelnor
in Peru
Last October 25, the
distribution company Edelnor
changed its name to Enel
Distribución Perú. The
Company supplies energy
to nearly 1,4 million clients
in Lima, equivalent to 20%
market share. Also, Enel
Generación Perú and Enel
Generación Piura are the new
names of Edegel and Eepsa
respectively. Both generation
companies of Enel represent
a total installed capacity of
1,940 MW.
Emgesa enters the Derivex
energy derivatives market
Emgesa began its
participation in the Derivex
market while opening its
purchase and sales orders
of energy transactions at
the Energy Exchange. The
Derivex market is a system
where purchase and sales
transactions over energy
derivatives volumes and
prices are performed, while
negotiating a price at a fixed
amount, to be delivered at a
specified short-term period.
SEPTEMBER
The Extraordinary
Shareholders’ Meeting
of Enersis Américas S.A.
approved the merger y name
change to Enel Américas S.A.
On September 28, 2016 the
shareholders of the former
Enersis Américas S.A.
approved at the Extraordinary
Shareholders Meeting
the merger by absorption
of Endesa Américas and
Chilectra Américas to Enersis
Américas. At the same
shareholders’ meeting it was
approved the name change of
Enersis Américas S.A. to Enel
Américas S.A.
Enel Distribución Perú,
energy leader in service
quality
Enel Distribución Perú leads
the service quality ranking
for the third consecutive year
in accordance with the last
“Yearly Statistics on Service
Quality for 2015” report
prepared by the Energy
and Mining Investment
Supervisor Organization
(Osinergmin). This study
evaluates the performance of
the fourteen Peruvian energy
distribution companies to
determine the service quality,
in accordance with the
average number of power
outages and their duration.
Melhores da Dinheiro Award,
IstoÈ Dinheiro Magazine
For the second consecutive
year, Enel Brasil leaded the
energy sector at the As
Melhores da Dinheiro award,
published by IstoÈ Dinheiro
magazine. In addition of
leading the electricity
industry, Enel Brasil was
recognized in the Corporate
Social Responsibilities,
Financial Sustainability,
Corporate Governance
and Innovation and Quality
categories, and ranked
second in Human Resources
category. The Group ranked
63 at the general ranking that
includes the companies of
the industries, and Enel Brasil
ranked 20 among the largest
groups of participants.
Pilot plan for the Ecological
Restoration of El Quimbo
More than 22,000 new trees
of different native species of
tropical dry forest started to
grow successfully in the area
covered by the Pilot Plan for
the Ecological Restoration
of El Quimbo Hydroelectric
Power Plant.
Codensa enters smart
metering era
Codensa launched the largest
smart metering project in the
country, representing the first
step for the digitization of its
energy distribution system.
For the first time a Colombian
energy company enforces a
project of such size, which
will benefit the city and
municipalities at the forefront
of these technologies uses at
the service of customers.
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Enel Américas Annual Report 2016
Edesur inaugurated the works
for the repowering of Caballito
substation
With an investment of $110
million Argentine pesos,
the distribution company
Edesur changed two 40 MVA
transformers for two 80 MVA
transformers, thus doubling
the installed capacity, added
10 new feeders and 16 new
medium tension power lines.
Additionally, the internal
equipment was renewed
for one with improved
technology and a new board
with two sections of 13.2
KV (high voltage) to feed
that station and will provide
more reliability to the grid,
which will benefit nearly 124
thousand customers in the
west area of Buenos Aires.
NOVEMBER
In Brazil, Ampla and Coelce
changed their names to Enel
On November 8, 2016 the
distribution companies of the
Enel Group in Brazil, Ampla
and Coelce, which operate
in Rio de Janeiro and Ceará
respectively, changed their
names to Enel Distribução Rio
and Enel Distribução Ceará.
In addition, the Brazilian
company for energy solutions
of Enel, Pratil, became
Enel Soluções. These name
changes represent the new
identity, philosophy and global
positioning of the Enel Group.
Enel Américas presented
the best offer for the bidding
process for the Brazilian
distribution company CELG
Enel Américas, through
its subsidiary Enel Brasil,
presented the best financial
offer for the acquisition of
approximately 94.8% of Celg
Distribução share capital,
company that operates
in the Brazilian region of
Goiás, during a public tender
organized by the Brazilian
government through the
national development
bank BNDES. The financial
offer was 2,187 million
Brazilian reais, equivalent
to approximately USD$ 640
million.
Enel Distribución Perú
inaugurated the Malvinas
substation
Enel Distribución Perú
inaugurated the Electric
Transmission Substation
(SET) Malvinas, located in
downtown Lima.
In 2016 Emgesa invested
more than 94 billion
Colombian pesos in
the modernization and
maintenance of its thermal
generation power plants
With an investment of more
than 94 billon Colombian
pesos, Emgesa, company
part of the Enel Group,
performed the maintenance
and modernization works
in the generation units of
the thermal power plants
Cartagena and Termozipa
during the second half of
the year, plants that have
the capacity to generate
energy jointly, at maximum
production, equivalent to 5%
of the total demand of the
country at an average month.
The modernizations
performed in the thermal units
will ease the guarantee of
the operations’ reliability for
20 additional years and the
permanent energy supply for
Colombia. In addition, any type
of failure will be minimized,
thus enabling to perform
scheduled maintenances and
also will be friendlier with the
environment, thanks to the
implementation of control
systems.
In Argentina, the new high
and medium voltage control
center was inaugurated
As part of the Investment
Plan carried out by Edesur
for 2016, that amounted
to 2,700 million Argentine
pesos, and with the objective
of improving the quality of
service for customers, in
December 2016 the New
High and Medium Voltage
Control Center at Edesur’s
headquarters, at Montserrat
neighborhood, Buenos Aires,
started operations. The new
facilities in the area will speed
up the working times to solve
failures that may take place
in the electricity grid and also
will decrease response times.
DECEMBER
The merger and name change
of Enersis Américas S.A. to
Enel Américas S.A. took place
On December 1, 2016 the
merger through absorption
of Endesa Américas and
Chilectra Américas into
Enersis Américas was
formalized. That same day and
as agreed at the Extraordinary
Shareholders’ Meeting held on
September 28, 2016, Enersis
Américas changed its name to
Enel Américas S.A.
Enel Américas opened the
trading session at the New
York stock exchange.
On December 2, 2016, the
CEO of Enel, Francesco
Starace and the General
Manager of Enel Américas,
Luca D’Agnese, started the
trading opening ceremony of
the largest stock exchange
in the world, the New York
Stock Exchange. With this
milestone, the corporate
reorganization process that
lasted almost one year and
a half came to an end, and
allowed the division of the
operations developed in Chile
from those performed in the
rest of the region.
Moody´s reaffirmed the rating
of Enel Américas at “Baa3”
Moody´s reviewed and
reaffirmed the corporate
rating of Enel Américas on
December 30, 2016, and
assigned “Baa3” rating.
Outlook is stable.
Enel Américas S.A performed
the exchange of shares
On December 29 and through
a Significant Event, Enel
Américas informed that the
exchange of shares became
effective to the former
shareholders of Chilectra
Américas and Endesa
Américas.
As agreed, for each share
of Chilectra Américas, four
shares of Enel Américas were
handed over. Meanwhile,
shareholders of Endesa
Américas obtained, 2.8 shares
of Enel Américas S.A. for each
share.
Edesur in Argentina performed
improvements at Quilmes
Substation
In December, Edesur
inaugurated Quilmes
substation. The work was the
installation of a new 40 MVA
transformer that increases
installed capacity from 120
to 160 MVA, the installation
of 6 new feeding wires and
the 35 kilometers of Medium
Voltage grid. Additionally,
all the internal equipment
was renewed incorporating
additional technology.
As such, and with an
investment of 133 million
Argentine pesos, the quality
of service for nearly 130
thousand customers will be
improved in the south area of
Buenos Aires.
15
Main Financial
and Operating Indicators
17
Total Assets
As of December 31 of each year (figures in million nominal pesos)(1)
2011
13,733,871
2014
15,921,322
2013
15,177,664
2015
15,449,154
2012
13,317,834
2016
11.281.556
Total Current Liabilities
6,837,717
6,354,065
6,670,199
7,642,104
7,259,346
6.006.307
Operating Revenues
6,534,880
6,577,667
6,264,446
7,253,876
5,301,440
5,197,286
Ebitda
Net Income (2)
Liquidity Ratio
Debt Ratio (3)
2,127,368
375,471
1,982,924
377,351
2,251,489
658,514
2,300,020
610,158
1,615,112
661,587
1.643.369
383,060
1.03
0.99
0.99
0.91
1.31
0.78
1.23
0.92
1.01
0.65
1.25
1.14
Generation Business
2011
2012
2013
2014
2015
2016
As of December 31 of each year
ARGENTINA
Number of employees
Number of generating units
Installed capacity (MW)
Electricity generated (GWh)
Energy sales (GWh)
Number of employees
Number of generating units
Installed capacity (MW)
Electricity generated (GWh)
Energy sales (GWh)
BRAZIL
COLOMBIA
Number of employees
Number of generating units
Installed capacity (MW)
Electricity generated (GWh)
Energy sales (GWh)
Number of employees
Number of generating units
Installed capacity (MW)
Electricity generated (GWh)
Energy sales (GWh)
Number of employees
Number of generating units
Installed capacity (MW)
Electricity generated (GWh)
Energy sales (GWh)
PERU
TOTAL
473
20
3,652
10,713
11,381
202
13
987
4,129
6,828
498
30
2,914
12,051
15,112
247
25
1,668
8,980
9,450
1,420
88
9,221
35,873
42,771
501
20
3,652
11,207
11,852
197
13
987
5,183
7,291
517
30
2,914
13,251
16,304
263
25
1,657
8,570
9,587
1,478
88
9,210
38,211
45,034
628
25
4,522
14,422
16,549
200
13
987
4,992
6,826
563
29
2,925
12,748
16,090
316
27
1,842
8,489
9,497
1,707
94
10,276
40,651
48,962
645
25
4,522
14,390
15,276
208
13
987
5,225
7,108
589
32
3,059
13,559
15,773
324
27
1,949
9,062
9,916
1,766
97
10,517
42,236
48,073
657
25
4,522
15,204
15,770
194
13
987
4,398
6,541
484
36
3,459
13,705
16,886
292
27
1,983
8,801
9,283
1,627
101
10,951
42,108
48,480
632
29
4,537
13,124
13,312
185
13
992
3,665
9,448
551
36
3,509
14,952
18,015
310
27
1,977
8,698
9,800
1,678
105
11,014
40,439
50,575
18
Enel Américas Annual Report 2016
Distribution Business
2011
2012
2013
2014
2015
2016
As of December 31 of each year
ARGENTINA
Energy sales (GWh)(4)
Number of customers
Energy losses
Number of employees
Customers / employees
Energy sales (GWh)(4)
Number of customers
Energy losses
Number of employees
Customers / employees
Energy sales (GWh) (4)
Number of customers
Energy losses
Number of employees
Customers / employees
Energy sales (GWh)(4)
Number of customers
Energy losses
Number of employees
Customers / employees
Energy sales (GWh)(4)
Number of customers
Energy losses
Number of employees
Customers / employees
BRAZIL
COLOMBIA
PERU
Total
17,233
2,388,605
10.50%
2,849
838
17,338
2,388,675
10.6%
2,948
810
18,137
2,444,013
10.80%
3,320
736
17,972
2,464,117
10.75%
3,823
645
18,492
2,479,559
12.30%
4,142
596
18,493
2,504,558
12.04%
4,290
584
19,193
5,867,888
16.20%
2,496
2,351
20,694
6,050,522
16.30%
2,382
2,540
21,767
6,301,582
16.10%
2,370
2,659
22,842
6,500,500
16.42%
2,415
2,732
22,776
6,754,327
17.30%
2,348
2,877
22,809
6,943,600
16.10%
2,244
3,237
12,857
2,616,909
8.10%
1,101
2,377
13,364
2,712,987
7.50%
1,127
2,407
13,342
2,686,919
7.00%
1,036
2,594
13,660
2,772,376
7.19%
1,043
2,658
13,946
2,865,159
7.30%
947
2,771
13,632
3,248,447
7.10%
1,337
2,430
6,572
1,144,034
8.20%
550
2,080
6,863
1,203,061
8.20%
607
1,982
7,045
1,254,624
7.90%
616
2,037
7,338
1,293,503
7.95%
619
2,090
7,624
1,336,610
8.30%
570
2,191
7,780
1,367,044
7.80%
620
2,216
55,855
12,017,436
10.75%
6,996
1,718
58,259
12,355,245
10.65%
7,064
1,749
60,291
12,687,138
10.45%
7,342
1,728
61,812
13,030,496
10.58%
7,900
1,649
62,838
13,435,655
11.3%
8,007
1,678
62,714
14,063,649
10.76%
8,491
1,656
(1) Accounting figures pursuant to the instructions and regulations issued by the SVS.
(2) Net Results attributable to the dominant company.
(3) Total Liabilities/Equity plus Minority Interest.
(4) Due to changes in the criteria, non-billable consumptions (CNF) are not included in 2014, 2015 and 2016.
19
20
Enel Américas Annual Report 2016
Identification of the Company
and Constitutive Documents
21
22
Enel Américas Annual Report 2016
Identification of the Company
Name or company name
Domicile
Type of company
Tax ID
Address
Postal code
Phones
P.O. Box
Securities Registration number
External Auditors
Subscribed and paid-in capital (Th$)
Web site
Email
Investor Relations phone
Ticker in Chilean stock exchanges
Ticker in New York stock exchange
ADR’s Custodian Bank
ADR’s Depositary Bank
National credit rating agencies
International credit rating agencies
Enel Américas S.A.(1)
Santiago of Chile, being able to establish agencies or subsidiaries in
other parts of the country or abroad
Publicly traded company
94,271,000-3
Santa Rosa Nº 76, Santiago, Chile
833-009 SANTIAGO
(56-2) 2353 4400 - (56-2) 2 378 4400
1557, Santiago
Nº 175
Ernst & Young
4,621,809,178
www.enelamericas.com
comunicacion.enelchile@enel.com
(56-2) 2353 4682
ENELAM
ENIA
Banco Santander Chile
Citibank N.A.
Feller Rate, Fitch Chile Clasificadora de Riesgo Limitada
Fitch Ratings, Moody´s and Standard & Poor´s
(1) The Extraordinary Shareholders’ Meeting held on September 28, 2016 agreed the change of the company name from Enersis Américas
to Enel Américas S.A., effective on December 1, 2016.
23
Constituent Documents
The company that gave rise to Enel Américas S.A.
stage of the corporate reorganization plan denominated
was formed initially under the name Compañía Chilena
“The Merger” was approved. Therefore, Enersis Américas
Metropolitana de Distribución Eléctrica S.A. by public
S.A., the absorbing entity, acquired all the assets and
deed dated June 19, 1981, granted by the notary Patricio
liabilities of the subsidiaries Chilectra Américas S.A. and
Zaldívar Mackenna in Santiago, and modified by public
Endesa Américas S.A., succeeding them in every right and
deed on July 13 the same year and in the same notary. The
obligation and incorporating to Enersis Américas S.A. the
company’s incorporation was authorized and its bylaws
entirety of shareholders and equity of Chilectra Américas
approved by Resolution 409-S of July 17, 1981 of the
S.A. and Endesa Américas S.A.
Securities and Insurance Commission (SVS). The extract of
the incorporation authorization and approval of the bylaws
In addition, it was agreed that after the Merger, on
was registered in the Santiago Trade Registry on page
December 1, 2016, Enersis Américas S.A would change
13,099 Nº7,269 for the year 1981, and were published in
its name to “Enel Américas S.A.”. Such meeting was
the Official Gazette of July 23, 1981. The bylaws of Enel
formalized in a public deed of October 18, 2016, granted
Américas have undergone a number of modifications ever
in the Notary Iván Torrealba Acevedo, whose excerpt was
since.
registered on pages 79,974 N°43,179 of the Commerce
Registry in 2016 of the Property Register in Santiago and
On August 1, 1988, the company’s name was changed to
was published in the Official Journal on October 29, 2016.
Enersis S.A.
In April 2015 Enersis S.A. started a corporate reorganization
process. As part of this process, on December 18 2015
the Company’s Extraordinary Shareholders Meeting
was held, where shareholders of Enersis S.A. approved
the first stage of the reorganization process called “the
Division”. Therefore, the division of the Company was
approved, and the entity “Enersis Chile S.A.” was created,
which represented the unique vehicle for the control of
generation and distribution assets that the Group owns in
Chile and, the former Enersis S.A. was named “Enersis
Américas S.A.”, which controls the businesses in the
other countries of the region (Argentina, Peru, Brazil and
Colombia). The Division was formalized in a public deed
of January 8, 2016, granted in the Notary Iván Torrealba
Acevedo in Santiago, whose excerpt was registered on
pages 4013 N° 2441 of the Commerce Registry in 2016
of the Property Register in Santiago and was published in
the Official Journal on January 22, 2016. A supplementary
extract was registered on pages 10.743 N° 6.073 in the
same Registry, year and the Property Register and was
published in the Official Journal on February 10, 2016.
The Extraordinary Shareholders Meetings of Enersis
Américas S.A. and its subsidiaries Endesa Américas S.A.
and Chilectra Américas S.A. were held on September 28,
2016. Among other topics, at these meetings the second
24
Enel Américas Annual Report 2016
Corporate Purpose
The corporate purpose of the Company is stated in the
In addition to its main objects and always acting within the limits
statutory modification approved by
the Extraordinary
established by the Investment and Financing Policy approved
Shareholders Meeting held on October 28, 2016, formalized
by the Shareholders Meeting, the Company may invest in:
in a public deed of October 18, 2016, granted in the Notary
Iván Torrealba Acevedo in Santiago, whose excerpt was
First. The acquisition, operation, construction,
rental,
registered on pages 79,974 N°43,179, of the Commerce
administration, intermediation, trading and disposal of all kinds
Registry in 2016 of the Property Register in Santiago and was
of movable and immovable assets, either directly or through
published in the Official Journal on October 29, 2016.
subsidiaries or associate companies.
The Company’s purpose is to perform in the country or
Second. All kinds of financial assets, including shares, bonds
abroad the exploration, development, operation, generation,
and debentures, commercial paper and in general all kinds of
distribution, transmission, transformation and/ or sales
titles or securities and company contributions, either directly or
of energy in any of its forms and nature, or directly or
through subsidiaries or associate companies.
through
intermediate companies,
likewise, and also
telecommunications activities and the provision of engineering
consultancy in the country and abroad. It may also invest and
manage its subsidiaries and associate companies, whether
generators, transmitters, distributors or traders of electricity
or whose business is any of the following: (i) energy, in any
of its forms or nature, (ii) the supply of public utilities or
whose main raw material is energy, (iii) telecommunications
and information technology, and (iv) trading over internet. In
complying with its main objects, the company will carry out
the following functions:
a) Promote, organize, build, modify, dissolve or liquidate
companies of any nature, which have similar corporate
objects to its own.
b) Propose investment, financing and business policies to
subsidiary companies, as well as accounting criteria and
systems that these should follow.
c) Supervise subsidiary management.
d) Provide subsidiary or associate companies with the
necessary financing for their business development and
provide management services; financial, technical, legal
and auditing advice; and in general any type of service
that appears necessary for their best performance.
25
Ownership Structure
27
28
Enel Américas Annual Report 2016
Ownership Structure
Ownership Structure
The company capital is divided into 58,324,975,387 shares (including 872,333,871 shares of treasury shares), with
no nominal value and holds the same single series.
As of December 31, 2016, all shares were subscribed and paid-in, and were distributed as follows:
Number
of shares
19,794,583,473
9,967,630,058
8,364,037,354
5,631,047,778
194,337,382
8,630,884,059
3,179,779,653
2,562,675,630
58,324,975,387
Shareholding
33.94%
17.09%
14.34%
9.65%
0.33%
14.80%
5.45%
4.39%
100.00%
Total Shares
Shareholder
Enel Latinoamérica S.A.
Enel Iberoamérica S.R.L.
Pension Funds
ADR’S (Citibank N.A. according to circular N°1.375 of the SVS)
Foreign Investment Funds
Custodian banks on behalf of third parties
Stockbrokers, insurance companies, mutual funds
Other shareholders
Identification
of Controllers
As defined in Title XV of Law No. 18,045, Enel Américas S.A. is controlled by Enel SpA., Italian company, through
the Spanish company Enel Iberoamérica, S.R.L., with 51.0282% of shares issued by Enel Américas S.A., and Enel
SpAcontrols 100% of Enel Iberoamérica, S.R.L.
Enel SpA’s Shareholders
Ministero dell’Economia e delle Finanze de Italia
Institutional Investors
Retail Investors
https://www.enel.com/en-gb/investors/shareholders
Total
The controller’s members don’t have a joint action agreement.
23.6%
54.0%
22.4%
100.0%
29
List of the Twelve Main
Shareholders of the Company
As at December 31st, 2016, Enersis was owned by 24,587 shareholders. The twelve main shareholders were:
Name or Company Name
Enel Latinoamérica S.A. (1)
Enel Iberoamérica S.R.L. (1)
Citibank N.A. As per S.V.S. Circular 1,375
Banco de Chile on behalf of non-resident third parties
Banco Itaú on behalf of foreign investors
Banco Santander on behalf of foreign investors
AFP Provida S.A. for C pension fund
AFP Capital S A for C pension fund
AFP Cuprum S A for C pension fund
AFP Habitat S.A. for C pension fund
Enel Américas S.A. (2)
AFP Provida S.A. for B pension fund
Subtotal 12 shareholders
Other 24,575 shareholders
TOTAL 24,587 SHAREHOLDERS
Tax ID
Number of Shares
Shareholding
59,072,610-9
59,206,250-K
59,135,290-3
97,004,000-5
97,023,000-9
97,036,000-K
76,265,736-8
98,000,000-1
76,240,079-0
98,000,100-8
94,271,000-3
76,265,736-8
19,794,583,473
9,967,630,058
5,631,047,778
4,108,765,679
2,508,359, 677
1,696,564,437
1,545,089,684
944,688,502
903,572,660
785,483,441
742,504,179
490,138,454
33.94%
17.09%
9.65%
7.04%
4.30%
2.91%
2.65%
1.62%
1.55%
1.35%
1.27%
0.84%
49,118,428,022
9,206,547,365
84.22%
15.78%
58,324,975,387
100.00%
(1) By public deed of December 20, 2016, granted at the Notary Andrés Domínguez Nafría, Notary at Madrid and its College
of Notaries, formalized an agreement on December 19, 2016 between Enel Latinoamérica, S.A. and Enel Iberoamérica,
S.R.L., that consists of the merger by absorption of the first y the second entity, thus extinguishing Enel Latinoamérica,
S.A. and becoming Enel Iberoamérica, S.R.L. the legal successor in all of its rights, obligations and every relation to third
parties, for every legal affect. The merger was dully registered at the Commercial Register of Madrid on January 13,
2017 and also at the Register of Shareholders of the Company, nonetheless the effects of the register at the Commercial
Register of Madrid regress to the date of the presentation, which took place on December 21, 2016.”
(2) Corresponds to the shares originated after the Public Tender Offer of Endesa Américas for Enel Américas S.A.
30
Enel Américas Annual Report 2016
Most Significant Changes
in Ownership
On December 29, 2016, the Company increased its number of shares from 49,092,772,762 shares to
58,324,975,387 shares due to the exchange of shares of Endesa Américas and Chilectra Américas for Enel
Américas, after “The Merger” of these three companies. As such, and because the shares register as of
December 31, 2016 is not comparable with last year’s register, the most important changes detailed below
show the main institutional changes only:
Shareholder
Tax ID
Dv
Enel Latinoamérica S.A.
59,072,610
Enel Iberoamérica SRL
Citibank N.A. as per S.V.S
Circular 1,375
AFP Provida S.A.
Banco de Chile on behalf of
non-resident third parties
AFP Habitat S.A.
AFP Capital S.A.
AFP Cuprum S A
Banco Itaú on behalf of
foreign investors
Banco Santander on behalf
of foreign investors
Electronic Stock Exchange
of Chile
Banchile C. De B. S.A.
59,206,250
59,135,290
76,265,736
97,004,000
98,000,100
98,000,000
98,001,000
76,645,030
97,036,000
96,551,730
96,571,220
9
K
3
8
5
8
1
7
K
K
8
8
Number of
shares on
12/31/2015
Number of
shares on
12/31/2016
19,794,583,473 19,794,583,473
9,967,630,058
9,967,630,058
4,984,301,300
5,631,047,778
1,740,805,548
2,623,011,837
Variation %
-6.38%
-3.21%
-0.50%
0.95%
Number
of Shares
Variation
0
0
646,746,478
882,206,289
2,499,152,073
4,108,765,679
1.95% 1,609,613,606
1,541,930,759
1,481,560,005
1,119,381,465
1,878,800,411
1,166,861,779
1,804,422,529
-0.60%
0.94%
0.72%
-60,370,754
759,418,946
637,560,750
1,407,046,008
2,508,359,677
1.43% 1,101,313,669
1,195,688,888
1,696,564,437
0.47%
500,875,549
20,179,829
584,304
314,569,242
450,500,908
-0.04%
0.13%
-19,595,525
135,931,666
Exchange Transactions Performed
by Related Individuals
during 2015 and 2016
Shareholder
TAX ID Buyer/ Seller
Transaction
date
Number of
shares traded
Price per share
traded (Pesos)
Total amount
traded (Pesos)
Francisco Fernandez Morandé 7,006,374-3
Buyer
11/09/2015
2,796
178.78
499,869
Purpose
of the
transaction
Financial
Investment
Relation with
the Company
Director
Related
Summary of Directors’
Committee and Shareholders
Comments and Proposals
Enel Américas S.A. received neither comments nor proposals with regards to the progress of company
business between January 1st and December 31st, 2016 from the Directors’ Committee or Shareholders
who own or represent 10% or more of the shares issued with voting rights as stated in Articles 74 of Law No.
18,046 and 136 of the Regulation to Public Companies.
31
Administration
33
Board of Directors
1
5
2
6
3
7
4
1. CHAIRMAN
Francisco de Borja Acha Besga
Attorney at Law
Universidad Complutense de Madrid
DNI: 05263174-S
From 04.28.2016
2. VICE CHAIRMAN
José Antonio Vargas Lleras
Attorney at Law
Universidad Colegio Mayor del Rosario, Colombia
DNI: 79.312.642
From 28.04.2016
3. DIRECTOR
Enrico Viale
Engineer Degree
Universidad Politécnica de Turín
MBA Escuela de Negocios
Universidad de Santa Clara
DNI: AU 2580379
From 04.28.2016
4. DIRECTOR
Livio Gallo
Electronic Engineer
Universidad Politécnica de Milán
DNI: AV 0246369
From 04.28.2016
5. DIRECTOR
Hernán Somerville Senn
Lawyer
Universidad de Chile
Master of Comparative Jurisprudence
Universidad de New York
DNI: 4,132,185-7
From 04.28.2016
6. DIRECTOR
Domingo Cruzat Amunátegui
Industrial civil engineer
Universidad de Chile
MBA The Wharton School of Pennsylvania University
DNI: 6,989,304-K
From 04.28.2016
7. DIRECTOR
Patricio Gómez Sabiani
Business Administration Degree
George Mason University, Virginia
Master in Business Administration
George Washington University, Washington DC
Passport: 16941675N
From 04.28.2016
34
Enel Américas Annual Report 2016
A Board of Directors comprised of seven members, who remain in office for a three-year period and may be re-elected,
manages Enel Américas. The Board was appointed at the Ordinary Shareholders’ Meeting held on April 28, 2016. According
to the Corporations Law, if a Director’s vacancy occurs, the whole board shall be renewed at the next ordinary shareholders’
meeting the corporation shall hold, and, in the meanwhile, the board may name a substitute. The Company doesn’t consider
any substitute members.
In the last two years, the following were also Directors of Enel Américas:
Francesco Starace
Vice Chairman of the Board
Nuclear Engineer
Universidad Politécnica di Milano
Passport: YA5358349
Francesca Di Carlo
Director
Degree in Economics
Universidad La Sapienza, Roma
Passport: AA2224406
Alberto De Paoli
Director
Degree in Economics
Universidad La Sapienza, Roma
Passport: YA4226864
Rafael Fernández Morandé
Director
Industrial Civil Engineer
Pontificia Universidad Católica de Chile
DNI: 6,429,250-1
Herman Chadwick Piñera
Director
Lawyer
Pontificia Universidad Católica de Chile
DNI: 4,975,992-4
35
Board of Directors’ and Directors’
Committee Compensations
Pursuant to Article 33 of Law No. 18,046 Corporations Law, the Ordinary Shareholders’ Meeting held on
April 28, 2015 approved the compensations for the Board of Directors and Directors’ Committee for the 2016
accounting period. The compensations for the Directors’ Committee consist on an annual variable remuneration
equal to one per thousand of the net profits of the period.
As an advance payment, a monthly compensation was defined, part of which is at any event and part of it
eventually, and it’s imputable to the aforementioned annual variable compensation.
The compensation for the Directors’ Committee consists on an annual variable remuneration equal to cero
point one thousand seven hundred seventy five of the net profits of the period. It was determined to pay in
advance one-month fee, one part in all events and a variable part, attributable to the referred variable annual
remuneration.
36
Enel Américas Annual Report 2016
Total compensation expenses in 2016 were $381,870,270 and are shown in the following table. The Board of Directors did
not incur in any expenses for external consulting services.
Total compensation expenses in 2015 were $ 564,993,635 and are shown in the following table. The Board of Directors did
not incur in any expenses for external consulting services.
2016
Figures in Ch$
Position
Name
Chairman
Francisco de Borja Acha
Vice Chairman
Jose Antonio Vargas Lleras
Director
Livio Gallo
Enrico Viale
Director
Herman Somerville Senn (1) Director
Domingo Cruzat
Amunátegui (1)
Director
Patricio Gomez Sabaini (1)
Director
Rafael Fernandez Morandé (2) Director
Hernán Chadwick (2)
Director
General Total
Fixed
Remuneration
Ordinary and
Extraordinary
Sessions
Committee
Fixed
Compensation
Committee
Fixed
Compensation
Variable
Compensation
TOTAL 2016
$ 56,262,623
$ 36,099,761
$ 18,751,800
$ 12,031,368
0 $ 123,145,552
$ 42,372,841 $ 29,303,277
$ 42,372,841 $ 29,303,277
$ 6,796,484
$ 18,552,388
$ 6,796,484
$ 18,552,388
$ 108,299,283
$ 178,113,081
$ 14,124,280
$ 14,124,280
$ 6,181,721
$ 6,181,721
$ 59,363,802
$ 9,767,896
$ 9,767,896
$ 2,263,471
$ 2,263,471
$ 36,094,102
0 $ 95,568,294
0 $ 95,568,294
0 $ 33,794,064
0 $ 33,794,064
$ 381,870,268
(1) Messrs. Hernán Somerville S., Domingo Cruzat A. and Patricio Gomez S., assumed their positions at the Board of Directors of Enel
Américas in April, 2016.
(2) Messrs. Hernán Chadwick Piñera and Rafael Fernandez Morandé, held their positions at the Board of Directors until April, 2016
2015
Figures in Ch$
Position
Name
Chairman
Borja Acha Besga
Chairman
Jorge Rosenblut
Chairman
Pablo Yrarrázaval
Francesco Starace (1)
Vice Chairman
Director
Borja Prado Eulate
Director
Andrea Brentan
Director
Leonidas Vial Echeverría
Alberto Di Paoli (1)
Director
Rafael Fernández Morandé Director
Director
Carolina Schmidt Zaldivar
Director
Hernán Somerville Senn
Francesca Di Carlo (1)
Director
Herman Chadwick Piñera
Director
General Total
Fixed
Remuneration
Ordinary and
Extraordinary
Sessions
Committee
Fixed
Compensation
Committee
Fixed
Compensation
Variable
Compensation
TOTAL 2015
37,873,751
35,951,085
14,934,046
9,956,031
12,192,881
9,759,798
4,036,727
20,183,636
77,861,563
20,183,636
18,165,273
3,027,545
14,784,561
45,292,200
22,743,375
14,784,561
47,112,130
15,186,844
47,112,130
38,080,805
16,326,667
36,390,861
15,326,923
4,692,396
15,326,923
15,955,804
3,113,832
15,955,804
17,741,473
2,956,913
17,741,473
134,217,135
42,276,652
132,527,191
31,925,286
204,100,218
21,754,139
170,456,236
9,135,550
44,481,792
12,292,348
47,317,788
98,637,601
75,107,322
564,993,635
(1) Messrs. Borja Acha, Francesco Starace, Alberto de Paoli and Francesca di Carlo, renounced to any compensation payment due to their
current positions in the senior management of the Enel Group.
37
Social Responsibility
and Sustainable Development
Board Diversity
Number of people by gender:
Female
Male
General Total
0
7
7
Number of people by nationality:
Chilean
Spanish
Argentine
Colombian
Italian
General Total
2
1
1
1
2
7
Number of people by age range:
Between 41 and 50
years old
Between 51 and 60
years old
Between 61 and 70
years old
Over 70 years old
General Total
0
4
2
1
7
Number of people by seniority:
Less than 3 years
More than 12 years
General Total
6
1
7
38
Enel Américas Annual Report 2016
Board of Directors Consulting
Expenses
During 2016, the Board of Directors did not make any expenses in consulting services.
Property over Enel Américas
AS of December 31, 2016, according to the Shareholders’ Register, none of the current Directors held ownership
of the company.
Directors’ Committee
Pursuant to Article 50 bis of law No. 18,046 Corporations Law, Enel Américas S.A. has a Directors’ Committee
composed of three members, with faculties and duties enumerated in said article and those delegated by the
Board as established in the Regulation of the Director’s Committee.
As of January 1st, 2016 the Directors’ Committee of Enersis S.A., currently Enel Américas S.A., was comprised
by Messrs. Hernán Somerville Senn (independent member), don Herman Chadwick Piñera (independent
member) and Rafael Fernández Morandé (independent member), and its Chairman and Financial Expert was
Mr. Hernán Somerville Senn and the Secretary of the Directors’ Committee was Mr. Domingo Valdés Prieto,
Legal Counsel of Enersis S.A.
At the ordinary session of the Board of Directors held on April 29, 2016 were appointed as members of
the Directors’ Committee Messrs. Hernán Somerville Senn, Patricio Gómez Sabaini and Domingo Cruzat
Amunátegui. Mr. Hernán Somerville Senn was appointed Financial Expert of the Directors’ Committee.
For its part, at the ordinary session of the Directors’ Committee held on April 29, 2016, Mr. Hernán Somerville
Senn was appointed Chairman of the Directors’ Committee and Mr. Domingo Valdés Prieto, Legal Counsel of
the Company, was appointed secretary of the committee.
39
Directors’ Committee Management
Annual Report
The Directors’ Committee held twenty-one meetings in 2016, including the aforementioned session.
During the sessions in 2016 the Director’s Committee addressed subjects regarding their interests, giving due fulfillment of
their obligations dictated by the Article 50 statue number 18,046 about Public Limited Companies.
1.- Consolidated Financial
Statements
At the ordinary session held on February 26, 2016, the
At the extraordinary session on August 5, 2016, the Directors’
Committee declared to have examined the Company’s
Consolidated Financial Statements as of June 30, 2016, with
following documents were unanimously declared to have
their Notes, Income Statement and Relevant Events having
been examined; the Consolidated Financial Statements up
been reviewed, as well as the External Auditors’ opinions
to December 21, 2016, its notes, Financial Statements and
was issued “without any observation” as of August 5, 2016,
Relevant Facts, as well as the External Auditor’s opinions. At
signed by Mr. Emir Rahil, partner of Ernst & Young, for all
the same time, the Directors’ Committee resolved to repeat
of the necessary effects in respect to the foreseen fusion
that twice a year Ernst & Young must issue an explicit and
in the society’s reorganization In course. It was in respect
specific opinion about the provisions regarding litigation and
to the same Consolidated Financial Statements previously
by products.
examined in the session on the July 27, 2016 but with an
“Auditor’s’ Opinion”, issued by the External Auditors, Ernst &
At the extraordinary session on May 6, 2016 the Directors’
Young.
Committee declared to have examined the company’s
Consolidated Financial Statements on March 31, 2016 as well
During the same extraordinary session on August 5, 2016,
as the Notes, Financial Statements, and Relevant Facts.
the Directors’ Committee declared to have examined the
At the ordinary session held on July 27, 2016, the Directors’
of Enersis Américas up until June 3, 2016, as well as its
Consolidated Financial Statements Pre-Form of the merger
Committee declared to have examined the company’s
respective explicatory notes.
Consolidated Financial Statements until June 30, 2016, the
Notes, Income Statement and Relevant Events have been
At the extraordinary session on November 4, 2016 the
reviewed, as well as the External Auditors’ opinions were
Directors’ Committee declared to have revised the Company’s
issued “without any observation” as of July 27, 2016, signed
Consolidated Financial Statements as of September 30, 2016
by Mr. Emir Rahil, partner of Ernst & Young. With respect
with their Notes, Income Statement and Relevant Events
to the subject, the partners at Ernst & Young who exposed
having been reviewed and the relative letter to operations
on it, also expressed that with regards to the provisions
between the related parts.
by derivatives and litigation, they had not identified special
situations and that it was a key part of the revisions that were
At the ordinary session on April 29, 2016 the Directors’
always performed by external auditors.
Committee declared to have revised the 20-F Form and the
At the extraordinary session on May 6, 2016, the Financial
to their presentation before the Securities and Exchange
Statements were agreed to be elaborated under IFRS
Commission of the United Stated of America, with the
standards, which are incorporated under the “Registration
purpose of complying with the norms and requirements
Statement on Form F-4”, which is to be presented before
dictated by said public authority related to the emission of
Company’s Consolidated Financial Statements within it, due
the Securities and Exchange Commission of the United
securities in said country.
States of America, with the goal of complying by their norms
and requirements issued by said public authority related
At the extraordinary session on August 5, 2016, the Directors’
with the emission of securities in said country, as well as
Committee declared to have examined: (1) an updated version
recommending the Directors Board of its approval.
of the 20-F Form and the Consolidated Financial Statements
40
Enel Américas Annual Report 2016
and audited the contents in it, for local effects of the Company,
It’s worth mentioning
that
these agreements were
in order to be presented before the Securities and Exchange
unanimously adopted by the member of the Directors’
Commission of the United States of America, (2) updates of
Committee, except for the case regarding the external
the “Registration Statement on Form F-4” for its presentation
auditor’s services for the process of Division and Merger in
before the referred Securities and Exchange Commission
the year 2016, which was treated on the date January 29,
with the objective of complying with the norms and
2016, were the director Rafael Fernández Morandé voted
requirements by this public authority related to the Fusion of
against.
value emitting societies in said country, the Company’s value
registry before said entity, under the Securities Act of 1933
and its modifications, as a product of the Fusion, including the
American Depositary Shares that represent the Company’s
4.- Intercompany Contract
Review
At the ordinary session on February 26, 2016, the
ordinary stocks, as well as to apply for the exemptions that are
subscription for the provision of services was declared
available under the Securities Act for certain registry requisites
to have been examined. This was between Enersis
established by the same law and US laws, in particular the
Américas S.A., now Enel Américas S.A., as a receptor
exemption contained in the Rule 802 in the 1933 Securities
of the services and Enersis Chile S.A., now Enel Chile
Act; (3) the updated version of the referred documentation
S.A., as the loaner of these, declaring that said operation
by the fulfillment of the Rule 13 e-3 to be presented before
contributed to the Enersis Américas S.A. social interest
the Securities and Exchange Commission, with the purpose
and adjusted in price, terms, and conditions to those that
of complying with the norms and requirements dictated
prevailed in the market at the time of the approval, for
by the public authority related to the fusion and operations
which the PricewaterhouseCoopers report was at hand.
framework of the reorganized society.
It was agreed to establish that Enersis Américas S.A.
will count with a high level executive to be a Compliance
In all of these cases, the agreements were unanimously
Officer that informs the Board of Directors and the Board
approved by the members of the Directors’ Committee.
every three months about the quality and standards which
2.- Registry Situation before
the United States of America
Securities and Exchange
Commission (SEC)
At the extraordinary session on March 10, 2016, the Directors’
are being given to each of the service groups under these
contracts. At the same time, the contracts must include a
termination clause in the event that the Board considers
that the respective services have not adjusted to the
standards and protocols that a company of this magnitude
must have; lastly, that it be verified that the enforceability
Committee declared to have examined the Registry Situation
and contract terms in case of unfulfillment be those of the
before the SEC of the United States of America, regarding
market, in the sense that they be equivalent to a contract
what was exposed by the Ernst & Young partner, Mr. Emil
conducted with a third party that has no relation to this
Rahil.
business group and that counts with an arbitral clause
3.- Review of services provided
by External Auditors
At the ordinary sessions with the dates January 29, February
The Director Rafael Fernández Morandé pointed out the fact
that he was voting against declaring to have examined the
26, March 23, June 28, August 31, September 29, and
document at matter. The other members of the Directors’
CAM.
October 28, all in 2016; and on the extraordinary sessions on
Committee voted in favor.
May 6, July 5, and August 6 of 2016, the external auditor’s
services carried out were analyzed, those that were not from
At the same ordinary session on February 26, 2016,
external auditors and non-recurring; and, it was agreed to
the Directors’ Committee declared to have examined
declare that they do not compromise the suitable technique
the subscription of a service contract between Enersis
nor the independence of the trial of the respective external
Américas S.A., now Enel Américas S.A., as a service
auditing companies. That, according to what is written In
provider and Enersis Chile S.A., now Enel Chile S.A., as a
Section 202 of the Law Sarbanes Oxley, in article 242, final
receptor of these, declaring that said operation contributed
subsection, of the Law 18.045, of the Value Market and in the
to the Enersis Américas S.A. social interest and adjusted
Directors Committee Guidelines.
to its price, terms, and conditions of those that prevailed
41
in the market at the time of the approval, for which the
adjustment of conditions does not imply a modification in the
PricewaterhouseCoopers report was on hand.
funds in the terms put forth by the Directors’ Committee in
In the ordinary session held on May 31, 2016, the Directors’
to the social interest. And also regarding its price, terms, and
Committee declared to have examined a loan operation
conditions are adjusted to the ones currently found in the
the session of October 28, 2016, and how much it contributed
between Enersis Américas S.A., now Enel Américas S.A.,
market at the time of its approval.
as a creditor, and Enel Brasil S.A., as a debtor, and that
the operation contributes to the social interest and in its
At the ordinary session held on December 20, 2016, the
price, terms, and conditions which will be examined in a
Directors’ Committee unanimously agreed to declare to
corresponding opportunity.
have examined the operation regarding the increase in
proposed capital by Enel Argentina S.A. consistent with the
At the ordinary session held on June 28, 2016, the Directors’
contribution of the social participants of the Enel Américas
Committee unanimously agreed to declare as examined the
property in Edesur S.A., Yacilec S.A., Enel Generación El
service contract between Enersis Américas and Enersis Chile,
Chocón S.A., Enel Generación Costanera S.A., Enel Trading
whose presentation was completed by the Administration,
Argentina S.R.L. and Central Dock Sud S.A.. These were
Finance and Control Manager, Mr. Javier Galán Allué, in his
used to valuate said social participations carried out by an
capacity as Compliance Officer of the services mentioned.
independent appraiser, and to declare that this transaction
constitutes an operation between both related parts that
At the extraordinary session held on August 5, 2016, the
follows Title XVI of the Public Limited Company Laws,
Directors’ Committee unanimously agreed declared to have
which contributes to the social interest of Enel Américas
examined the operation between the related parts consistent
S.A. and whose price, terms, and conditions are adjusted
with the granting of an intercompany loan by Enersis Américas
to the ones currently found in the market at the time of its
S.A., now Enel Américas S.A., and Endesa Américas, which
approval, for which the report issued by the independent
is now merged by absorption into Enel Américas S.A., with
appraiser has been kept on hand.
a charge to the Mercantile Current Accounts (CCM) between
the existing companies. This constitutes as an operation
between the addressed related parts that takes place with
the parent company and subsidiary that operates under Title
5.- Supervision and Evaluation of
External Auditors
At the ordinary session held on February 26, 2016, it was
XVI of the Public Limited Company Law; that the operation
unanimously agreed that the work done by the external
contributes to the social interest and that it adjusts in its
auditor company, Ernst & Young, carried out during the fiscal
price, terms, and conditions of those that currently prevail in
year 2015, was considered reasonable.
the market; and also declared that according to the amount
of the operation and the unusual situation, it is not included in
the company’s regular policy.
At the ordinary session on October 28, 2016, the Directors’
6.- External Auditors Report
on money order and money
brokerage
At the ordinary session held on February 26, 2016, the
Committee unanimously declared to have examined the
Directors’ Committee unanimously agreed to record that they
operations between both related parts consistent with the
had received formal and express consent on the report of
granting of guaranties from Enersis Américas S.A., now Enel
money brokerage and money orders prepared by the external
Américas S.A., for its subsidiary Ampla Energia y Servicios
auditors, Ernst & Young, dated February 26, 2016.
S.A. in favor a creating a fund for the effects of the credit grant
given by the Banco Credit Agricole, which contributes to the
social interest and adjusts to the price, terms, and conditions
of those that currently prevail in the market, whose warranty
7.- Review of the Internal Control
Letter Notice Nº422 SVS
At the ordinary session held on February 26, 2016, the
is found subject to the condition that Enersis Américas is still
Directors’ Committee agreed to have taken formal and
controlled by Ampla. In the ordinary session on December
express knowledge of the Letter of Internal Control dated
20, 2017, the Directors Committee agreed to declare to have
February 26, 2016, prepared by Ernst & Young to comply with
examined the held contracts and the new conditions referred
the regulations issued by the Superintendence of Securities
in the operation mentioned beforehand, declaring that the
and Insurance (SVS) on this matter.
42
Enel Américas Annual Report 2016
The agreement was adopted with only one vote against from
Director Rafael Fernández Morandé.
8.- Review of the External
Auditors of Matters Covered in
NCG Nº385
At the ordinary session held on February 26, 2016, and
12.- Risk Rating Agencies’
Proposal
At the ordinary session held on February 26, 2016, the
Directors’ Committee unanimously agreed to propose to
the Directors’ Committee that the Feller Rate Clasificadora
de Riesgo Limitada and Fitch Chile Clasificadora de Riesgo
Limitada will be proposed at the respective Shareholder’s
in the extraordinary session held on August 5, 2016, by
Meeting as national risk rating agencies, and Fitch
unanimity of its members it was agreed as reviewed the
Ratings, Moody’s Investors Service and Standard &
matters referred in paragraph 1 d) of the General Standard
Poor’s International Rating Services will be appointed as
Legislation Nº 385 of the SVS. Also, it was none of the
the private international risk rating agencies for the 2016
matters in sub-paragraphs ii, iii and v were referred to, of
exercise.
the previously mentioned item.
9.- External Auditors’ Fees for the
Exercise 2015
At the ordinary session held on February 25, 2016, the
13.- Appointment of an
independent appraiser and
development of its work
At the extraordinary session held on May 16, 2016, it was
Directors’ Committee unanimously agreed to approve the
unanimously resolved to appoint Credicorp Capital S.A.
fees paid to the enterprises of the Enersis Group during the
as an independent appraiser in relation to the merger and
exercise of 2015, to the different external auditors that the
with an independent appraiser’s work, as defined by Title
Company uses.
10.- Contract between Enersis
Américas S.A. and Ernst & Young
for the 2016 exercise
The Directors’ Committee unanimously agreed to declare to
XVI of the Public Limited Companies Act, for the purpose
of issuing a report in the terms of Article 147 of said law. It
was also resolved to request the Company’s Council to issue
a significant event e giving account of the aforementioned
designation and the scope of its task.
have examined and approved the contract or commitment
In the ordinary session held on May 31, 2016, the Directors’
of the subscription letter between Enersis Américas S.A.,
Committee unanimously took note of the presentations
currently Enel Américas S.A. and the External Auditors Ernst
made by the independent appraiser for the merger, Credicorp
& Young.
11.- External Auditors’ Proposal
At the ordinary session held on March 23, 2016, the Directors’
(IM Trust), regarding the evaluation methodologies, the work
schedules to be developed for the provision of services,
and the means that will be available for such purposes. In
addition, to clearly determine the purpose of the assignment
Committee unanimously resolved to propose in the Ordinary
entrusted to it, in accordance with the law.
Shareholder Meeting that the following priority order would
be appointed for the examining of the current external
At the ordinary session held on June 28, 2016, the Directors’
auditing firm of Enersis Américas, currently, Enel Américas
Committee unanimously acknowledged the presentation
S.A., for the year 2016: 1° E&Y; 2° RSM; 3° PKF and 4° KPMG.
of the independent appraiser Credicorp (IM Trust) on the
The main reasons for proposing E&Y as the external auditor
progress of the independent evaluation.
for Enersis Américas S.A., now Enel Américas S.A., are
the following: (i) presented the most competitive proposal
At the ordinary session held on July 27, 2016, the Directors’
according to verified technical and economic evaluations
Committee unanimously acknowledged the presentation of
of the proposals received; (ii) has a high qualification in the
the independent appraiser Credicorp (IM Trust).
quality of available resources and has extensive experience
in the electricity sector; (iii) is one of the four most important
At the extraordinary session held on August 5, 2016, the
international and national audit firms; and (iv) it is the audit firm
Directors’ Committee, unanimously agreed of having
with the highest level of synergy for Enersis Américas S.A.,
examined and received the final report of Credicorp (IM Trust)
as the parent and holding companies of Enersis Américas
on the Merger, in the terms prescribed by Article 146 of the
S.A. have E&Y as their lead auditor.
Corporations Law.
43
14.- Report of the Directors’
Committee on the Merger
At the extraordinary session held on July 12, 2016, the
17.- Analysis of Complaints to the
Ethical Channel
At the ordinary session held on March 23, and in the
Directors’ Committee unanimously agreed to hold an
extraordinary session of August 5, both in 2016, the
extraordinary meeting on July 18, 2016, in order to continue
Directors’ Committee issued its opinion on each of the
making progress on the report it will issue in connection
complaints presented, delivering guidelines to follow up
with the merger and its ancillary acts.
each one of them and confirming what has been resolved
In the extraordinary session held on July 18, 2016, the
the Chairman of the Directors’ Committee to agree upon a
Directors’ Committee unanimously agreed to approve
special meeting of this entity in the event that a complaint so
the progress of the draft report to account for the merger
warrants, in the opinion of the Chairman of the Committee
between Enersis Américas and Chilectra Américas.
itself.
by this entity, in the sense that it will be the responsibility of
Likewise, it was agreed that the Manager of Administration,
Finance, and Control would send a new version of the
report to the members of the Committee, in order to
continue with the elaboration process of the same.
18.- Self Assessment on Internal
Control
At the ordinary session held on July 27, 2016, the Directors’
Committee unanimously agreed to declare the Self-
At the extraordinary session held on August 1, 2016,
Assessment structures and procedures on Internal Control
the Directors’ Committee unanimously agreed to hold a
as reviewed.
special session on August 5, 2016, to discuss the report
that the Directors’ Committee, as a collegiate body, will
issue in relation to the merger of Enersis Américas,
19.- Risk Policy and Risk Matrix
At the ordinary session held on January 29, 2016, the
Endesa Américas, and Chilectra Américas, in accordance
Directors’ Committee unanimously agreed
to have
with what is foreseen in Article 50 of the Law 18,046, the
reviewed the Company’s risk matrix from the perspective
Chilean Corporations Law.
of the business and to discuss the issues referred to in
paragraph 1 e) of the Norm of General Character No. 385 of
At the extraordinary session of August 5, 2016, the
the SVS, carried out by the Risk Manager of the Company.
Directors’ Committee issued the report on the merger,
Likewise, it was resolved that the Risk Management Policy
as a related party transaction, prepared in accordance to
be presented at a forthcoming session, incorporating the
the provisions of Article 50 bis of the Chilean Corporations
various observations made.
Law.
15.- Report on the OPA
Results and the withdrawal
rights
At the extraordinary session held on November 4, 2016,
At the ordinary session held on February 26, 2016, the
Directors’ Committee, unanimously agreed to examine the
Company’s Risk Matrix for Internal Audit procedures.
At the ordinary session held on March 23, 2016, the
the Administration, Finance, and Control Manager, made
Directors’ Committee unanimously agreed to already having
a presentation explaining the outcome of the takeover
examined the Risk Policy of Enersis Américas S.A. and its
bid (OPA), including the “tender offer” carried out in the
subsidiaries.
United States of America and the Withdrawal Rights.
16.- External Audit Plan
for 2016
At the extraordinary session held on August 5, 2016, the
Directors’ Committee, unanimously agreed to acknowledge
the presentation made by the Ernst & Young partner, Mr.
20.- Review of the Compensation
System and Compensation
Plans for Managers, Senior
Executives and Employees
of the Company
At the ordinary session held on August 31, 2016, the
Emir Rahil and the partner of the same company, Mr.
Directors’ Committee unanimously declared to have the
Emiliano Colmenares, on the state of progress of the
remuneration systems and compensation plans of the
External Audit Plan for the year 2016.
company’s managers, chief executives, and employees.
44
Enel Américas Annual Report 2016
21.- Other matters/various
At the ordinary session on February 26, 2016, the Chairman
At the ordinary session held on March 23, 2016, the
Directors’ Committee unanimously agreed to declare to
of the Directors’ Committee, Mr. Hernán Somerville Senn
have examined the sentence issued on March 22, 2016,
exposed the need that the Directors’ Committee needs
by the Court of Appeals of Santiago, in the judicial process
to constitute in one or more of the countries in which the
that had initiated AFP Habitat through an interposition of
company has relevant subsidiaries, and that it’s purpose is
a complaint appeal for illegality against the SVS N°15,443
to give adequate fulfillment of the role that as a “holding”
issued by the Security and Insurance Commission, and
corresponds to Enersis Américas in relation to the different
replicated by SVS N°15.454 and SVS N°15.455, all dated
countries where the company has significant investments.
July 20, 2015. The judicial sentence mentioned partially
received the complaint appeal, once it had considered
At the same time, the director Mr. Rafael Fernández
all divisions of Enersis S.A., Endesa Chile and Chilectra
Morandé pointed out that he considered a task and duty of
S.A., already approved by the respective extraordinary
the Directors’ Committee to analyze the situation related
shareholder meetings on December 18, 2015, that
to the compensation that Enersis Américas’ Directors
had been adjusted to the right and did not need to be
voted by majority in favor that Endesa, corresponding to
complemented with Title XVI by the Limited Company
the tributary costs that meant that the division must be
Laws about the operations between related parties. On
analyzed by the Directors’ Committee. He added that his
the other hand, it indicated that the sentence has been
opinion is the same with respect to the contract between
integrated into the complaint appeal mentioned before in
Enersis Américas and the depositary bank Citibank, since
the terms of the merger of Enersis Américas S.A., Endesa
it considered the latter as an operation between related
Américas S.A. and Chilectra Américas S.A., must register
parties.
under Title XVI about the merging of companies, at the
same time with Tile XVI about operating with related
The general manager observed that the compensation
parties and requesting the Company’s Management for an
mentioned by the director Fernández Morandé had already
analysis of a compatible form of Title IX about the merger
been considered as an operation between related parts
of Public Limited Companies with Title XVI about operating
by the Company’s corporate bodies, before which the
with related parties, for the event that neither part in the
Directors’ Committee Chairman manifested that he had
litigation interferes in a complaint resource in time and
understood the same, which is that once the tax costs
form.
were revised they would be presented in a contract text.
Therefore, the Directors’ Committee President proceeded
At the extraordinary session held on May 6, 2016, the
to request that the Administration, Finance and Control
Chairman of the Directors’ Committee, Mr. Hernán
Manager, Mr. Javier Galán Allué, to made a presentation
Somerville Senn reminded the CEO and the Manager of
of a detail of the aforementioned tax costs mentioned for
Administration, Finance and Control the importance of the
the next session.
registration of Enersis Américas S.A., now Enel Américas,
on the sustainability index of the Santiago Stock Exchange.
At
the same session,
the Directors’ Committee
Thus, and according to the report, the Directors’ Committee
unanimously agreed to take notice of the presentation
has fully complied with the obligations set forth in article
related to the general situation that the subsidiary Ampla
50 bis of Law N°18,046 Corporations Law.
was currently facing and pointed out to the Administration,
Finance, and Control Manager that the matter should
continue to be analyzed. In the same way, the Committee
declared to have examined the bail terms and solidarity co-
debt of Enersis Américas, now Enel Américas S.A., in favor
of Ampla subsidiary, considering that the Administration,
Finance and Control Manager had accredited that the
terms obtained are the best available for a transaction
of this nature, declaring that the operation is at market
conditions and its convenient for social interest.
45
Expenses of Enel Américas S.A.
Directors’ Committee
The Directors’ Committee did not make use of the expense
as the debtor, indicating that the operation contributed to
budget for ordinary functions approved by the Ordinary
the social interest and that its price, terms and conditions
Shareholders Meeting held on April 28, 2016.
would be examined in the following relevant occasion.
Directors Committee,
during the Exercise
of 2016, reviewed the
following Operations
between Related Parties
(OPR)
At the extraordinary session held on August 5, 2016,
the Directors’ Committee unanimously declared to
have examine the operation between related parties in
the granting of an intercompany loan between Enersis
Américas S.A., now Enel Américas S.A., to Endesa
Américas, now merged by absorption to Enel Américas
S.A., for a total of 240,000 million Chilean pesos, charged
to the existing Market Bank Account (CCM) between
At the ordinary session held on February 26, 2016, the
Enersis Américas and Endesa Américas. It was indicated
Directors’ Committee agreed by majority of its members
that the operation contributes to the social interest and
and with the opposing vote of Director Fernandez
that it’s adjusted in price, terms, and conditions to those
Morandé, to have reviewed the subscription to the
that currently prevail in the market.
contract of services rendered between Enersis Américas
S.A., now Enel Américas S.A., as recipient of the services,
In the ordinary session held on October 28, 2016, the
and Enersis Chile S.A., now Enel Chile S.A., as provider
Directors’ Committee unanimously declared to have
of the services, declaring that the previous operation
examined the transaction between the related parties
contributed to the social interest of Enersis Américas S.A.,
consisting of
the granting guarantees by Enersis
and it was adjusted in price, terms and conditions to those
Américas S.A., now Enel Américas S.A., for its subsidiary
that prevailed in the market at the time of its approval, for
Ampla Energía y Servicios S.A. for a total of 4.5 MMEUR
which the report made by PricewaterhouseCoopers was
(approx. 5.5 MMUSD), in favor of the fund created for the
taken into account.
purpose of assigning loans by the Credit Agricole Bank,
indicating that the operation contributes to the social
In the same ordinary session held on February 26,
interest in which the price, terms, and conditions have
2016, the Directors’ Committee agreed by majority of
been adjusted to those currently prevailing in the market.
its members and with the opposing vote of Director
The warranty is subject to the condition that Enersis
Fernández Morandé, to have reviewed the subscription
Américas continues to be the parent company of Ampla.
of a contract of services between Enersis Américas S.A.,
now Enel Américas S.A., as the service provider and
At the ordinary session held on December 20, 2016, the
Enersis Chile S.A., now Enel Chile S.A., is the recipient
Directors’ Committee unanimously agreed to declare,
of the services, declaring that the operation contributed
in the context of the related party transaction already
to the social interest of Enersis Américas S.A., and that
examined at the meeting held on October 28, 2016,
it was fair in price, terms, and conditions to those that
Ampla’s assignment of invoices operation, confirming
prevailed in the market at the time of its approval, for
that the operation contributes to the social interest and
which the report made by PricewaterhouseCoopers was
that the price, terms and conditions are adjusted to those
taken into account.
that prevail in the market at the time of approval.
At the ordinary session of May 31, 2016, the Directors’
At the ordinary session held on December 20, 2016, the
Committee unanimously declared to have reviewed the
Directors’ Committee unanimously declared as examined
loan transaction between Enersis Américas S.A., now
the proposed capital increase in Enel Argentina S.A.
Enel Américas S.A, as the creditor, and Enel Brasil S.A.,
coherent with the contribution of Enel Américas’ equity
46
Enel Américas Annual Report 2016
interest in Edesur S.A., Yacilec S.A., Enel Generación El
,
Chocón S.A., Enel Generación Costanera S.A., Enel Trading
Argentina S.R.L. and Central Dock Sud S.A. using for those
effects the valuation of the aforementioned shareholdings
made by the independent appraiser. Also, they have
declared that this operation constitutes a transaction
between related parties that are governed by Title XVI of
the Chilean Corporations Law, which contributes to the
interests of Enel Américas S.A. and that is adjusted by
price, terms and conditions to those that prevail in the
market at the time of its approval, for which the report
issued for the purpose by the independent evaluator has
been taken into consideration
47
Organizational Structure
BOARD OF DIRECTORS
CHIEF EXECUTIVE
OFFICER
Luca D’Agnese
INTERNAL AUDIT
OFFICER
Raffaele Cutrignelli
HUMAN RESOURCES
AND ORGANISATION
OFFICER
Alain Rosolino
PROCUREMENT
OFFICER
Antonio
Barreda Toledo
CHIEF
FINANCIAL
OFFICER
GENERAL
COUNSEL
INSTITUTIONAL
RELATIONS OFFICER
COMMUNICATIONS
OFFICER
Javier Galán Allue
Domingo
Valdés Prieto
Francesco
Giorgianni
José Miranda
Montecinos
PLANNING
AND
CONTROL OFFICER
Emanuele Brandolini (1)
48
Enel Américas Annual Report 2016
Main Executives
1
2
6
3
7
4
8
5
9
9. PLANNING AND CONTROL OFFICER
Emanuele Brandolini
Industrial Engineer– Degree in Engineer with
full marks (specialist in Management and
Economy)
Università degli Studi Tor Vergata, Rome (Italy)
Masters Degree in Business Administration
SDA BOCCONI, Milano (Italy)
DNI 25,625,052-7
(1) Emanuele Brandolini took position on 01.01.2017
and replaced Marco Fadda.
1. CHIEF EXCECUTIVE OFFICER
Luca D’Agnese
Physics Degree
Scuola Normale Superiore de Pisa
Master in Business Administration Escuela
de Negocios of INSEAD
DNI: 24,910,349-7
From 01.29.2015
2. HUMANO RESOURCES AND
ORGANIZATION OFFICER
Alain Rosolino
Business Administration Degree
Universidad LUISS
DNI: 24.166.243-8
From 04.28.2016
3. INTERNAL AUDIT OFFICER
Raffaele Cutrignelli
Internacional Businesses Degree
Nottingham Trent University (United
Kingdom).
Audit and Internal Control Masters Degree
Universitá di Pisa (Italy)
Certificate in Strategy, Innovation,
Management and Leadership
Massachusetts Institute of Technology (MIT)
DNI: 25,553,336-3
From 10.01.2016
4. COMMUNICATIONS OFFICER
José Miranda Montecinos
Audiovisual Communicator
Professional Institute DUOC UC
Executive Competencies Diploma,
Universidad de Chile
Corporate Undertaking and Open Innovation
Studies, Berkeley University
DNI: 15,307,846-7
From 02.29.2016
5. INSTITUTIONAL RELATIONS OFFICER
Francesco Giorgianni
Lawyer
Universidad de Roma La Sapienza
DNI: 24,852,388-3
From 12.15.2014
6. ADMINISTRATION, FINANCE AND
CONTROL OFFICER
Francisco Javier Galán Allue
Economist
Universidad Complutense de Madrid
Master in Business Administration Instituto
de Empresas de Madrid
DNI 24,852,381-6
From 12.15.2014
7. PROCUREMENT OFFICER
Antonio Barreda Toledo
Electrical Execution Engineer
Universidad de Santiago de Chile
Business Administration Diploma (ESAE)
Pontificia Universidad Católica de Chile
Master in Business Administration
P. Universidad Católica de Chile
DNI: 7,625,745-0
From 01.29.2015
8. GENERAL COUNSEL AND BOARD OF
DIRECTOR’S SECRETARY
Domingo Valdés Prieto
Lawyer
Universidad de Chile
Master of Laws Universidad de Chicago
DNI: 6,973,465-0
From 04.30.1999
49
Compensations of officers and
senior executives
During 2016, the remunerations and benefits received by the Chief Executive Officer and the senior executives
of the Company amounted to $3,325 million in fixed remunerations and $224 million in variable remuneration.
During 2015, the remunerations and benefits received by the Chief Executive Officer, and the senior executives
of the Company amounted to $4,110 million in fixed remunerations and $802 million in variable remunerations
and benefits.
This amount included compensations for senior managers and executives in exercise as of December 31, each
year, as well as those that left the company all along the respective period.
Benefits for officers and senior
executives
The Company provides the benefits of a supplementary health insurance and a catastrophic insurance for its
main executives and their family group that is credited as a dependent charge. In addition, the Company has life
insurance for each main executive. These benefits will be granted in conformance to the management level that
corresponds to the employee at each time. In 2016, the amount was $5,221 million, which was included in the
remunerations received by the senior management.
Incentive plans for officers and
senior executives
Enersis has an annual bonus plan for complying with objectives and the level of individual contribution to the
company results for its executives. This plan includes a definition of the ranges of bonus according to the
hierarchical level of the executives. Bonuses are given to the executives consists in a determined number of
gross monthly wages.
Severance paid
to officers
and senior executives
There were no compensations for years of services paid to managers and senior executives during 2016.
Property over Enel Américas
As of December 31, 2016, the register of shareholders reflected that no main executive had ownership on the
Company.
50
Enel Américas Annual Report 2016
Administration
of main subsidiaries
PERU
Enel Generación Perú
Francisco Javier Pérez Thoden Van Velzen
Industrial Engineer
Escuela Técnica Superior del ICAI,
Universidad Pontificia Comillas en España
Enel Distribución Perú
Walter Sciutto Brattoli
Electrician Engineer
Universidad Tecnológica Nacional en Argentina
Country Manager
Carlos Temboury Molina
Industrial Engineer
Universidad Politécnica de Madrid
ARGENTINA
Costanera
Ascione Antonino
Degree in mechanical engineering (cum laude)
Universidad Federico II of Napoli
Hidroeléctrica El Chocón
Néstor Carlos Srebernic
Industrial Engineer
Universidad Nacional de Comahue
Edesur
Blanco Juan Carlos
Electrician Engineer
Universidad Tecnológica Nacional
Central Dock Sud
Manifesto Gustavo Diego
Electromecanical Engineer
Universidad de Buenos Aires
BRAZIL
Enel Brasil
Carlo Zorzoli
Electrical Engineer
Università di Roma, La Sapienza
Enel Green Power Cachoeira Dourada
Luigi Parisi
Chemical Engineer
Università di Pisar
Enel Geração Fortaleza
Marcelo Falcucci
Electrical Engineer
Escola Federal de Engenharia de Itajubá – EFEI
Enel Cien
Abel Alves Rochinha
Mechanic Engineer
Pontifícia Universidad Católica Río de Janeiro
Enel Distribuição Rio
Abel Alves Rochinha
Mechanic Engineer
Pontifícia Universidad Católica Río de Janeiro
Enel Distribuição Ceará
Abel Alves Rochinha
Mechanic Engineer
Pontifícia Universidad Católica Río de Janeiro
Enel Soluções
Marcus Oliver Rissel
Industrial Engineer
Universidad de Buenos Aires (UBA)
COLOMBIA
Emgesa
Bruno Riga
Aeroespace Engineer
Universidad de Pisa
Codensa
David Felipe Acosta Correa
Electrical Engineer
Universidad Pontificia Bolivariana
51
Human Resources
53
54
Enel Américas Annual Report 2016
Human Resources
Distribution
The employees’ distribution of Enel Américas as of December 31, 2016, including information related to the
subsidiaries in the four countries where Enel Group operates in Latin America and the joint control entities,
was the following
Company
Enel Américas
Enel Brasil (1)
Edesur (2)
Enel Generación Costanera
Mercosur
Enel Generación El Chocón
Transportadora de Energía
Enel Generación Perú (3)
Enel Distribución Perú
Emgesa
Codensa
General Total
Managers
and Senior
Executives
9
25
31
1
-
-
1
16
27
6
22
138
Professionals
and
Technicians
48
1,991
3,199
424
-
50
-
240
647
532
1,287
8,418
Employees
and Others
5
484
1,163
41
3
8
1
-
-
13
28
623
Total
62
2,500
4,393
466
3
58
2
256
674
551
1,337
10,301
(1) Includes Ampla, Coelce, CIEN, CTM, TESA, Cachoeira Dourada, Fortaleza and En-Brasil Comercio y Servicios.
(2) Includs: Cemsa (currently Enel Trading Argentina S.R.L) and Dock Sud.
(3) Includes: Enel Generación Piura and Generalima.
55
Social Responsibility
and sustainable development
Diversity in general management
and the other management
departments reporting to the
latter or to the Board of Directors
Number of people by gender:
Female
Male
General Total
Number of people by nationality:
Chilean
Argentine
Spanish
Italian
General Total
Number of people by range age:
Between 41 and 50 years old
Between 51 and 60 years old
Between 61 and 70 years old
General Total
Number of people by seniority:
Less than 3 years
Between 3 and 6 years
More than 6 and less than 9 years
Between 9 and 12 years
More than 12 years
General Total
1
8
9
3
1
1
4
9
1
8
-
9
6
-
-
-
3
9
Diversity
in the organization
Number of people by gender:
Enel Américas
Female
Male
General Total
19
34
53
Number of people by nationality:
Enel Américas
Argentine
Brazilian
Chilean
Colombian
Italian
General Total
1
5
44
1
2
53
Number of people by range age:
Enel Américas
Less than 30 years old
Between 30 and 40 years old
Between 41 and 50 years old
Between 51 and 60 years old
Between 61 and 70 years old
General Total
4
28
14
5
2
53
Number of people by seniority:
Enel Américas
Less than 3 years
Between 3 and 6 years
More than 6 years
Less than 9 years
Between 9 and 12 years
More than 12 years
General Total
9
12
61
10
5
17
53
Average Fixed Salary of women
with respect to men according to
their professional level
Contents:
Senior Management
Middle management
Administrative and office staff
Average
%
%
%
%
0.00
106.44
74.49
90.47
56
Enel Américas Annual Report 2016
Human Resources
Activities
Labor Relations
During 2016 the Company continues the regular meetings with unions, thus enabling the open dialogue with the employees’
representatives, en beneficio de mejorar las condiciones laborales y del clima de los empleados, for the benefit of improving
the work conditions and the employees’ atmosphere.
57
Labor Security and Health
At Enel Américas occupational safety and health are objectives tightly linked to the business, which due to its nature is
subject to critical risks. In the continuous improvement process, where everybody contributes, leadership is a value that
highlights especially with regards to the real integration of occupational health and safety at all levels and in every activity that
the company developes, thus strengthening its priority in corporate management due to its strategic importance.
Health Dissemination and Promotion
The objective of this programme is to provide health, educate
and train the employees of the company through activities
related to the promotion of health in quality of life who includes
widespread dissemination through posters, graphic material
and information sent through mail, denominated “advices that
give life”. Among the topics that feature every month, there are:
> March:
anti-stress
campaign: Disclose
practical
recommendations to suppress its causes.
> April: Immunization campaign, an invitation to vaccination to
prevent influenza.
> May: Anti tobacco campaign including advises to prevent its
consumption.
> June: Prostate and cervical cancer, an invitation to the
annual preventive examination.
> July: Viral contagion and respiratory diseases prevention.
> August: Heart care campaign.
> September: Colon and gastric cancer campaign for the
timely detection of these deseases through the preventive
examination.
> October: Breast cancer prevention.
> November: Power your enery campaign with practical
nutrition advices to improve the quality of life.
> December: Skin care campaign throughout the year.
During 2016 the following activities were carried out for the
Enel Américas Group’s employees:
1.- Immunization Program
2.- Cardiovascular Risk Program
3.- Preventive Health Exams Program
4.- Safety Campaigns
5.- Implementation of New Safety Standards
6.- Safety training
7.- Training on Emergencies and First Aid Programs
58
Enel Américas Annual Report 2016
People Management
Climate
Management
Reconciliation measures
and labor flexibility
It’s a priority for Enel Américas and its subsidiaries to have a
Enel Américas looks after the equilibrium in the working lives
work environment of excellence, on the premise that people
of its employees with their families, son it has developed
are the focal point of the Company.
initiatives that go in that direction. Among those measures,
the following stands out:
In order to support the management and employees, we have
developed different initiatives in this direction:
> Teleworking Program: Started in 2012, and has consolidated
> Strenghthening of the Managers’ Program.
as one of the most valued measures of the Company.
> RHO With You Program.
> Interact Program.
Currently we have 85 teleworkers at the program in the
Group, 36 of them work for Enel Américas, under the
> Individual Development Program (IDP): System for the
arrangement that one day per week, the employee works
detection of development requierements through which
from home, thus achieving a balance between personal and
employees of the Company define, together with their
work lives.
manager, their current and future development needs. With
> Expansion of the Sports and Culture Program
this, a training annual program is built.
> Summer and winter camps for the employees’ children.
> “One-on-One” Meetings.
> Summer training workshops addressed for the employees’
> Behaviors and goals fulfillment assessment model PA
families.
(Performance Appraisal)
> “Recognise Us” Program
Diversity
> Summer School of Universidad de Chile. This is an initiative
that seeks to improve the academic level of the employees’
children at senior school.
> Other initiatives are: Christmas Party, Senses Workshop,
Family Day, end-of-Year Party, the Olympics and the Work
Trajectory Award.
Enel Américas has developed a new diversity policy,
addressing policies gender, age, nationality and disability
related practices. This policy promoted the principles of
no discrimination, equality of opportunities,
inclusion
and balance between personal and work lives; and also
fundamental values at the activities of the companies of the
group.
59
Recruitment and Selection
For Enel Américas, the main objective is to bring in the best people for vacant positions, our guiding principle being to favour
internal candidates in the first instance.
Internships and Young
Diversity
Talent Attraction Program
and Inclusion
An initiative to attract the best young talents to the group,
For Enel Américas, having different work teams and
Enel Américas has a recruitment project that incorporates
cultivating an inclusive work environment is essential. This
practitioners and thesis students from the best universities
translates into a permanent search for new ways to enable
of the country. In 2016, the Company hosted a total of 46
awareness and to facilitate building a diverse workforce
students as practitioners or thesis students.
and a work environment where individual differences are
respected and valued. As such, one action is the Entrance
In addition, during 2016 Enel Américas, subsidiary of
Programme’s management, which seeks to incorporate
the Enel Group, participated in the Job Exhibition of the
trainee students from technical and professional carreers
Economy and Business School of Universidad de Chile, and
in situations of physical disability; for such programmes,
in the Entrepreneurial Fair Universidad de Chile, and the Job
work alliances are made with various foundations and the
Exhibition of the Engineer School of Universidad Católica
Ministry of Education.
de Chile. Our stand received students from Industrial Civil
Engineer, Electric Civil Engineer and Business Administration
Schools.
60
Enel Américas Annual Report 2016
Educational Action
Training
Enel América’s training program for 2016 was built and executed on the basis of two main management principles.
First of all, to achieve the right balance between educational activities focused on skills development and essencial technical
knowledge for the best performance of our employees in their positions, and also the training of behavioral competencies,
which will enable our employees to increase their possibilities of development within the Group.
The second principle is relates to the training program financing, regarding the needs detection mechanism that enables the
identification, together with the collaborator and the manager, of technical and behavioral gaps that needs to be covered,
with regards to the individual productivity in the workplace in order to access to possible future development opportunities.
The needs detection system is denomintated IDP (Profesional Development Itinerary), whose implementation takes two
years.
61
Exchange Transactions
63
64
Enel Américas Annual Report 2016
Exchange
Transactions
Quarterly transactions in the last three years made in the stock exchanges where the Enel Américas’ shares are
traded, in Chile through the Santiago Stock Exchange, the Electronic Stock Exchange of Chile and the Valparaíso
Stock Exchange, as well as in the United States through the New York Stock Exchange (NYSE), respectively,
which are detailed below.
Santiago Stock Exchange
During 2016, 6,694 million shares were traded at the Santiago Stock Exchange, equivalent to $858,625 million.
The closing price of the stock in December was $108.87.
Period
1st Quarter 2014
2nd Quarter 2014
3rd Quarter 2014
4th Quarter 2014
2014 Total
1st Quarter 2015
2nd Quarter 2015
3rd Quarter 2015
4th Quarter 2015
2015 Total
1st Quarter 2016
2nd Quarter 2016
3rd Quarter 2016
4th Quarter 2016
2016 Total
Shares
1,623,445,553
1,714,822,877
1,442,088,639
1,374,689,553
6,155,046,622
1,389,153,497
1,579,468,813
1,314,355,177
1,436,751,752
5,719,729,239
1,540,145,250
1,753,142,660
1,232,162,338
2,168,846,180
6.694.296.428
Amount (Pesos)
255,577,682,762
307,339,629,430
282,911,479,797
261,198,495,746
1,107,027,287,735
275,998,191,628
334,826,261,051
250,659,886,643
253,340,302,162
1,114,824,641,484
266,620,137,076
212,677,167,355
140,048,801,925
239,278,798,879
858.624.905.235
Average Price
157.34
179.19
196.47
190.63
180.91
198.83
211.43
191.24
176.50
194.5
172.74
110.85
113.49
110.60
126.92
Electronic Stock Exchange of Chile
At the Bolsa Electronic Stock Exchange of Chile a total of 569 million shares were traded in the year, equivalent
to $$72,285 million. The closing price of the share in December was $108.55.
Period
1st Quarter 2014
2nd Quarter 2014
3rd Quarter 2014
4th Quarter 2014
2014 Total
1st Quarter 2015
2nd Quarter 2015
3rd Quarter 2015
4th Quarter 2015
2015 Total
1st Quarter 2016
2nd Quarter 2016
3rd Quarter 2016
4th Quarter 2016
Total 2016
Units
172,383,389
211,681,096
125,894,077
96,224,747
606,183,309
75,325,511
153,979,478
172,604,478
167,393,236
569,302,703
130,742,124
122,026,677
88,217,958
228,583,097
569.569.856
Amount (Pesos)
27,137,183,296
37,686,041,573
24,592,588,070
18,239,568,492
107,655,381,431
14,893,594,307
33,094,253,771
32,789,265,995
29,438,618,540
110,215,732,613
22,440,123,693
14,581,565,262
10,001,108,374
25,262,018,950
72.284.816.279
Average Price
156.69
178.67
195.60
189.78
180.19
197.37
213.08
193.19
176.32
194.99
172.97
121.46
113.65
111.66
129.94
65
Valparaíso Stock Exchange
At the Valparaíso Stock Exchange a total of 120.5 thousand shares were traded in the year, equivalent to $13.5
million. The closing price of the share in December was $110.74.
Period
1st Quarter 2014
2nd Quarter 2014
3rd Quarter 2014
4th Quarter 2014
2014 Total
1st Quarter 2015
2nd Quarter 2015
3rd Quarter 2015
4th Quarter 2015
2015 Total
1st Quarter 2016
2nd Quarter 2016
3rd Quarter 2016
4th Quarter 2016
2016 Total
Units
0
90,400
0
0
90,400
13,500
0
0
0
13,500
0
0
120,460
0
120.460
Amount (Pesos)
0
16,145,440
0
0
16,145,440
2,660,000
0
0
0
2,660,000
0
0
13,512,912
0
13.512.912
Average Price
178.60
178.60
197.5
197.5
112.46
112.46
New York Stock Exchange (NYSE)
The stocks of Enel Américas began to trade in the New York Stock Exchange (NYSE) on October 20, 1993 (at
that time, the name of the company was Enersis and the ticker was ENI). One ADS (American Depositary
Share) of Enel Amércias represents 50 shares and its current ticker is ENIA. Citibank N.A. acts as a depositary
bank and Banco Santander Chile as custodian in Chile.
Durign 2016, 216 million ADS were traded in the United States, equivalent to US$2,110 million. The ADS closing
price in December was US$8.21.
Period
1st Quarter 2014
2nd Quarter 2014
3rd Quarter 2014
4th Quarter 2014
2014 Total
1st Quarter 2015
2nd Quarter 2015
3rd Quarter 2015
4th Quarter 2015
2015 Total
1st Quarter 2016
2nd Quarter 2016
3rd Quarter 2016
4th Quarter 2016
2016 Total
Units
44,259,588
38,783,995
34,353,893
31,540,880
148,938,356
31,386,671
52,955,231
46,264,472
60,162,543
190,768,917
58,523,621
59,311,337
45,809,391
52,176,921
215.821.270
Amount (Dollars)
629,442,974
624,044,468
583,933,245
500,827,454
2,338,248,140
499,346,581
915,144,721
646,446,669
755,874,266
2,816,812,237
719,235,235
562,497,059
395,562,633
432,967,188
2.110.262.115
Average Price
14.24
16.10
16.99
15.91
15.81
15.91
17.19
14.09
12.58
14.94
12.35
9.68
8.59
8.32
9.73
66
Enel Américas Annual Report 2016
Market Information
During 2016, the stock prices of the Chilean stock market showed an important recovery in relation to the previous year,
while the yield IPSA index yield was 12.8% in the year, compared to the negative yield of 4.4% accounted in 2015. This
performance was in line with the results of the main global markets, such as New York (12.22%) and London (13.49%), but
lower than the main bourses of the region, such as the Lima stock exchange (58.72%), Argentina (45.63%), Brazil (39.15%)
and Colombia (19.39%).
On the other hand, in 2016 the currencies of the of the countries where Enel Américas operates experienced devaluations in
relation to the dollar of the United Stated, while GDP decreased in Argentina and Brazil. Meanwhile, in Chile, Colombia and
Peru, the Gross Domestic Product showed an increase.
Santiago Stock Exchange
The performance of Enel Américas’ stock (traded as Enersis in 2015 and until April 20, 2016) during the last two years
compared to the Selective Stock Prices Index (Índice Selectivo de Precios de Acciones, IPSA) in the local market:
Variation
Enel Américas
IPSA
2015
-24.9%
-4.4%
01/01/2016 -
04/20/2016(1)
8.9%
8.3%
04/21/2016 -
12/31/2016(2)
15.3%
4.1%
(1) Price variation of Enersis’ ADR (ticker ENI), since January 1, 2016 until April 26, 2016 (before the ADR split between ENIA and ENIC).
(2) Price variation of Enel Américas’ ADR (ticker ENIA), since April 27, 2016 until December 31, 2016 (after the ADR split).
New York Stock Exchange (NYSE)
Performance of Enel Américas’ ADRs listed in the NYSE (ENIA) compared to the Dow Jones Industrial Index and the Dow
Jones Utilities Index during the last two years:
Variation
ENIA
Dow Jones Industrial
Dow Jones Utilities
2015
-24.2%
-2.2%
-6.5%
01/01/2016 -
04/26/2016(1)
14.2%
3.2%
11.3%
04/27/2016 -
12/31/2016 (2)
11.3%
9.5%
1.0%
(1) Price variation of Enersis’ ADR (ticker ENI), since January 1, 2016 until April 26, 2016 (before the ADR split between ENIA and ENIC).
(2) Price variation of Enel Américas’ ADR (ticker ENIA), since April 27, 2016 until December 31, 2016 (after the ADR split).
67
68
Enel Américas Annual Report 2016
Dividends
69
70
Enel Américas Annual Report 2016
Pursuant to General Norm N°283, number 5), we transcribe the dividends policies of the company for the periods 2017 and
2016.
Dividends Policy
for 2017
General Aspects
Dividends Policy
The Board of Directors of the Company, in session held on
The Board of Directors’ intention is to distribute an interim
February 24, 2017, approved the following Dividends Policy
dividend against 2017 profits, of up to 15% of profits
and the corresponding procedure for the dividends payment
accounted as of September 30, 2017, as shown in the
of Enersis Américas S.A., for the period 2017.
financial statements of Enersis Américas S.A. at that date,
and payment will be carry out in January 2018.
The Board of Directors will propose to the Ordinary
Shareholders’ Meeting, to be held during the first quarter of
2018, to distribute a final dividend, an amount equivalent to
50% of the profits of the 2017 accounting period.
The definite dividend will correspond to be defined by the
Regular Shareholders’ Meeting, to be held during the first
quarter of 2018.
Compliance of the aforementioned program will be
conditioned, in matter pertaining to dividends, to the profits
effectively obtained, as well as on the results that forecasts
that periodically the Company performs or the existence of
certain circumstances, as appropriate.
71
Procedure for Dividends Payment
For the payment of dividends, whether provisory or final,
Shareholders that don’t have a payment modality registered
and in order to avoid their unproper collection, Enel Américas
will be paid according to modality No. 4 mentioned above.
S.A. considers the modalities indicated as follows:
In those cases which checks or bank checks are returned by
1. Deposit in banking checking account, whose account
mail to DCV Registers S.A., they will remain under custody
holder is the shareholder.
until the shareholders withdraw or request them.
2. Deposit in banking savings account, whose account
holder is the shareholder.
In the case of deposits in banking checking accounts,
3. Send a nominative check or bank check by certified mail
Enersis S.A. and/or DCV Registers S.A. may request, for
to the shareholder’s residence recorded in the Enel
security reasons, verification by the corresponding banks.
Américas S.A.’s shareholders’ register; and
If the accounts indicated by the shareholders are objected,
4. Withdrawal of the check or bank check at the offices of
whether in a prior verification process or for any other cause,
DCV Registros S.A., in its capacity as Enel Américas S.A’s
the dividend will be paid according to the modality indicated
administrator of the shareholders’ register, or in the bank
in Point No. 4 mentioned above.
or branch offices are determined for such purpose and
that will be informed in the notice published regarding
On the other hand, the Company has adopted and will
the dividends’ payment.
continue to adopt in the future all necessary security
measures required that is required by the dividends payment
For these purposes, checking or savings banking accounts
process, in order to safeguard both the shareholders as well
can be located anywhere in the country.
as Enel Américas S.A.
It’s worth to highlight that payment modality chosen by
each shareholder will be used by DCV Registers S.A. for all
dividends payments, while the shareholder doesn’t express
in writing his intention to modify it and thus records a new
option.
Dividends Policy for 2016
Enel Américas S.A., formerly Enersis Américas S.A. (approved at the Board of Director’s ordinary session held on February
26, 2016 and presented at the Ordinary Shareholders’ Meeting held on April 28, 2016).
General Aspects
The Board of Directors of the Company, in session held on
February 26, 2016, approved the following Dividends Policy
and the procedures for payment of Enersis Américas S.A.
dividends, for the 2016 accounting period.
72
Enel Américas Annual Report 2016
Dividends Policy
The Board of Directors’ intention is to distribute an interim
dividend against 2016 profits, of up to 15% of profits
Distributable
Income of 2016
accounted as of September 30, 2016, as shown in the
The distributable income of 2016 is detailed below:
Net Income *
Distributable Income
* Attributable to the controlling shareholder
Million $
383,060
383,060
financial statements of Enersis Américas S.A. at that date,
and payment will be carry out in January 2017.
The Board of Directors will propose to the Ordinary
Shareholders’ Meeting, to be held during the first quarter
of 2017, to distribute a final dividend, an amount equivalent
to 50% of the profits of the 2016 accounting period. The
definite dividend will correspond to be defined by the
Regular Shareholders’ Meeting, to take place during the
first quarter of 2017.
Compliance of the aforementioned program will be
conditioned, in matter pertaining to dividends, to the profits
effectively obtained, as well as on the results that forecasts
that periodically the Company performs or the existence of
certain circumstances, as appropriate.
Distributed Dividends
The following chart shows the dividends per share paid in the last years:
N° Dividend
83
84
85
86
87
88
89
90
91
92
93
94
Type of dividend
Final
Interim
Final
Interim
Final
Interim
Final
Interim
Final
Interim
Final
Interim
Closing Date
05-06-2011
01-21-2012
05-17-2012
01-19-2013
05-04-2013
01-25-2014
05-10-2014
01-24-2015
05-18-2015
01-23-2016
05-17-2016
01-21-2017
Payment Date Pesos per share
5.87398
1.46560
4.28410
1.21538
3.03489
1.42964
5.27719
0.83148
5.38285
1.23875
3.40599
0.94664
05-12-2011
01-27-2012
05-24-2012
01-25-2013
05-10-2013
01-31-2014
05-16-2014
01-30-2015
02-25-2015
01-29-2016
05-24-2016
01-27-2017
Exercise
2010
2011
2011
2012
2012
2013
2013
2014
2014
2015
2015
2016
73
Investment
and Financing
Policies
75
The Ordinary Shareholders’ Meeting held on April 28, 2016 approved the Investment and Financing Policy described below.
In every paragraph where Enersis Américas S.A. in mentioned, the referral is to Enel Américas S.A. The name change was
approved at the Extraordinary Shareholders’ Meeting held on September 28, 2016.
Investments
Areas of Investment
Enersis Américas S.A. will perform investments, according
to its bylaws, in the following areas:
Contributions to invest in or create subsidiaries and
Participation in
the Control of
Investment Areas
associate companies whose activity is aligned, related or
In order to control the investment areas and pursuant to
linked by any form or type of energy, the supply of public
Enersis Américas S.A. corporate purpose, the following
utilities, or whose main input is energy.
procedure will be pursued whenever possible:
Investments
related
to
the acquisition, exploitation,
> It will be proposed at the Ordinary Shareholders’
construction, leases, administration, trading and disposal
Meetings of our subsidiaries and associate companies the
of any class of fixed assets, whether directly or through
appointment of directors related to the Enersis Américas
subsidiaries.
S.A.’s stake in that company, candidates that preferably
need to be directors or executives of the Company or its
Other investments of all kinds are financial assets, titles or
subsidiaries.
> The investment, financial and commercial policies will be
proposed to the subsidiaries and associate companies, as
well as the accounting criteria and systems to be followed.
> The management of the subsidiaries and related companies
will be supervised.
> There will be a permanent control of debt limits.
securities.
Maximum
Investment Limits
The maximum investment limits for each investment area
are the following:
i)
Investments in their subsidiaries of the electric system,
those required for the fulfillment of the respective
corporate purposes, whose maximum amount
is
equivalent to 50% of the Net Equity accounted in the
Consolidated Balance Sheet of Enersis Américas as of
December 31, 2015;
ii)
Investments in other subsidiaries not related to the
electricity business, as long as at least 50.1% of the
total consolidated assets of Enersis Américas are from
the electricity sector.
76
Enel Américas Annual Report 2016
Financing
Maximum Debt Level
The maximum debt level of Enersis Américas S.A. is 2.20 times of the total debt to equity plus minority interest
ratio, based on the consolidated balance sheet.
Management Atributions to Agree with
Lenders Restrictions related to
Dividends’ Distribution
Dividends restrictions may only be agreed with creditors if those restrictions were previously approved at the
shareholders’ meeting (ordinary or extraordinary).
Management Atributions to Agree with
Lenders on Granting of Guarantees
One of the duties of the Extraordinary Shareholders’ Meeting is to approve the granting of tangible or personal
guarantees to cover third parties’ obligations, in relation to the esencial assets detailed further on.
Essential Assets for the Normal
Operation of the Company
The essencial assets for the operation of Enersis Américas are the direct or indirect participation, which enables
the control through the ownership of the majority of shares or the existence of shareholders’ agreements or
pacts, of Endesa Américas, Enel Brasil and Emgesa. The latter is in force as long as the possible merger of
Enersis Américas with Endesa Américas and Chilectra Américas is formalized. If such merger takes place, the
esencial assets for the operation of Enersis Américas will be the direct or indirect participation, which enables
the control through the ownership of the majority of shares or the existence of shareholders’ agreements or
pacts, of Enel Brasil and Emgesa.
77
Company’s Business
79
80
Enel Américas Annual Report 2016
Business Structure
*Transmission
81
GENERATIONEnel Generación CostaneraEdesurEnel Generación El ChocónCentral DocksudEGP Cachoeira DouradaEnel Cien*EmgesaEnel Generación PerúEnel Generación PiuraDISTRIBUTIONFortalezaAmplaCoelceCodensaEnel Distribución Perú
Historical Background
On June 19, 1981, the Compañía Chilena de Electricidad S.A.
In 1988, and in order to successfully face the development
created a new corporate structure, which gave birth to a parent
and growth challenges, the company split into five business
company and three subsidiaries. One of these was Compañía
units, which in turn gave birth to five subsidiaries. Out of these,
Chilena Metropolitana de Distribucion Electrica S.A. In 1985,
Chilectra and Río Maipo were responsible for electricity;
under the Chilean government’s privatization policy, the
Manso de Velasco was focused on electrical engineering
process of transferring the share capital of Compañía Chilena
and construction services, plus real-estate management,
Metropolitana de Distribucion Electrica S.A. to the private
Synapsis in the area of information technology and data
sector begun, and ended on August 10, 1987. In this process,
processing, while Diprel focused on providing procurement
the pension fund management companies (AFPs), company
and trading of electrical product.
employees, institutional investors and thousands of small
shareholders joined the Company. Its organizational structure
The Company went through a corporate reorganziation
was based on activities or operative functions whose results
process that started in April 2015 and ended in December
were evaluated functionally and its profitability was limited
2016. This process consisten on the division of the electricit
by a tariff structure as a result of the Company’s exclusive
generation and distribution activities developed in Chile,
dedication to the electricity distribution business.
from those performed in the rest of the countries. As such,
In 1987, the company’s board proposed forming a division
activities in Argentina, Brazil, Colombia and Peru, and Enel
Enel Américas S.A., the continuing company of Enersis with
for each of the parent company’s activities. Then four
Chile S.A. were born.
subsidiaries were created to operate as business units with
its own objectives, thus expanding the company’s activities
Today Enel Américas S.A. is one of the largest private electricity
towards other non-regulated activities but linked to the main
companies in Latin America, in terms of consolidated assets
business. This division was approved at the Extraordinary
and operating revenues, which has been accomplished
Shareholders’ Meeting of November 25, 1987 thus defining
through steady and balanced growth in its electricity
its new corporate purpose. With this, Compañía Chilena
businesses: generation, transmission and distribution.
Metropolitana de Distribucion Electrica S.A. became an
investment holding company.
On August 1, 1988, as agreed at the Extraordinary
Shareholders’ Meeting held on April 12, 1988, one of the
companies born from the division changed its name to Enersis
S.A. At the Extraordinary Shareholders’ Meeting held on April
11, 2002, the company’s corporate purpose was modified,
introducing telecommunications activities and the investment
and management of companies whose businesses are in
telecommunications and information technology, and Internet
trading businesses.
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Enel Américas Annual Report 2016
Expansion and Development
Enel Américas began its international expansion in 1992 when participating in different privatization processes in Latin
America, thus developing a significant presence in the electricity sectors of Argentina, Brazil, Colombia and Peru.
1992
1994
> On May 15, the Company acquired a 60% shareholding
> In July, Enel Américas acquired 60% share capiral of
and control of Central Costanera generation company,
Empresa de Distribución Eléctrica de Lima Norte S.A.,
currently Enel Generación Costanera, located in Buenos
Edelnor (currently Enel Distribución Perú), in Peru,
Aires, Argentina.
for US$176 millones. Also the Company acquired
> On July 30, the Company was awarded 51% of Empresa
Edechancay, another electricity distribution company in
Distribuidora Sur S.A., Edesur, a company that distributes
that country, which was later absorbed by the former.
electricity in the city of Buenos Aires, Argentina
1993
1995
> In July, the Company acquired Hidroeléctrica El Chocón
> Additionally, the Company acquired the generation
Generation Company, located in the province of Neuquén
company generadora Edegel (currently Enel Generación
and Río Negro, Argentina.
Perú), in Peru.
> On December 12, acquired an additional 39% of Edesur.
83
1996
1998
> On December 20, Enel Américas entered in the Brazilian
> On April 3, Enersis (currently Enel Américas) again
market with the acquisition of a large portion of shares
invested the Brazilian market, this time being awarded
in the previously called Companhia de Eletricidade do
89% and control of Companhia Energética de Ceará
Río de Janeiro S.A., Cerj, a company that distributes
S.A., Coelce, company distributes electricity in the
electricity in the city of Río de Janeiro and Niteroi, Brazil.
northeast region of the country, in the state of Ceará for
Its current name is Ampla Energía e Serviços S.A.
US$868 million.
> On December 20, the Company acquired a 99.9%
shareholding in Central Hidroeléctrica de Betania S.A.
E.S.P, in Colombia.
1999
1997
> Endesa, S.A. (Spain), took control of Enersis (today
Enel Américas). Through a public share offering (OPA),
Endesa acquired an additional holding of 32% in Enersis,
> On September 5, Enersis acquired for US$715 million
which, together with the 32% already acquired in August
a 78.9% shareholding in Centrais Elétricas Cachoeira
1997, resulted in a total holding of 64%. This transaction,
Dourada
(currently Enel Green Power Cachoeira
completed on April 7,1999, involved an investment of
Dourada), in Brazil.
US$1,450 million. As a result of the capital increase
> On September 15, Enel Américas (at that time, Enersis)
made by Enersis in 2003, this shareholding reduced to
successfully participated in the capitalization of Codensa
the current 60.62%
S.A. E.S.P., acquiring a shareholding of 48.5% for
> On May 11, Enersis (currently Enel Américas) acquired
US$1.226 million, company that distributes electricity in
35% of Endesa Chile (today Enel Generación Chile), in
the city of Bogotá and the department of Cundinamarca,
addition to the 25% already held, thus reaching 60%
Colombia. It was also awarded 5.5% of Empresa
shareholding in the generation company. It therefore
Eléctrica de Bogotá.
consolidated its position as one of the main private
> On September 15, the Company acquired a 75%
electricity companies in Latin America.
shareholding of Emgesa, a Colombian generation
company, and an additional 5.5% of Empresa Eléctrica
de Bogotá S.A., with a total investment of US$951
million.
> Endesa, S.A. (Spain) acquired 32% of Enersis (currently
Enel Américas).
84
Enel Américas Annual Report 2016
2000
2005
As part of the Genesis Plan strategy, the subsidiaries
> The subsidiary Endesa Brasil S.A. (today Enel Brasil) was
Transelec, Esval, Aguas Cordillera and real estate assets
formed with all the assets held in Brazil by the Enersis
were sold for US$1,400 million.
Group and Endesa Internacional (later it was absorbed
by Enel Iberoamérica): Enel Cien, Fortaleza, Enel Green
Power Cachoeira Dourada, Ampla, Investluz and Coelce.
2001
> The Company performed
large
investments
this
year: US$364 million for increasing the shareholding
2006
in Chilectra (today Enel Distribución Chile), US$150
> In February, Enersis acquired for approximately US$17
million in the acquisition of 10% of the share capital
million the Termocartagena (142 MW) combined cycle
of Edesur, in Argentina, a percentage that was held by
power plant in Colombia, which operates with fuel oil or
the company’s employees; US$132 million to increase
gas.
its shareholding in Ampla, in Brazil; US$23 million to
> In June, Edegel (currently Enel Generación Perú) and
increase its shareholding by 15% in Río Maipo, in Chile,
Etevensa were merged, the latter a subsidiary of Endesa
and US$1.6 million to increase its shareholding by 1.7%
Internacional (later was absorbed by Enel Iberoamérica)
in Distrilima, in Peru.
in Peru.
2002
2007
> In Brazil, Central Termoeléctrica Fortaleza, located in
> In September, the merger of the Colombian generating
the state of Ceará, was awarded to the Company.
companies, Emgesa and Betania was completed.
Additionally, the commercial operation of the second
> On October 11, ENEL S.p.A. and ACCIONA, S.A.
phase of the electricity
interconnection between
took control of Enersis through ENDESA S.A. and
Argentina and Brazil, CIEN, completing a transmission
Endesa Internacional, S.A. (later was absorbed by Enel
capacity of 2,100 MW between both countries, began.
Iberoamérica S.R.L.)
85
2009
2011
> The companies Acciona, S.A. and Enel S.p.A. announced
> In August, Endesa, S.A. informed through a Significant
an agreement whereby Acciona, S.A. will directly and
Event, entering
into an agreement
for Endesa
indirectly transfer to Enel Energy Europe S.L. the
Latinoamérica S.A. (100% owned by Endesa, S.A.) to
25.01% shareholding in endesa, S.A. As such, Enel
acquire 7.70% stake owned by EDP Energias de Portugal
Energy Europe S.L., controlled 100% by Enel S.p.A., will
S.A. in Endesa’s Brazilian subsidiaries Ampla Energia
thus hold 92.06% of the share capital of Endesa, S.A.
e Serviços S.A. and Ampla Investimentos e Serviços
> On June 25, the agreement between Enel S.p.A. and
S.A. for Euro 76 million and Euro 9 million, respectively.
Acciona, S.A. came into effect whereby Enel became
After these acquisitions, the Endesa Group will control
the controller of 92.06% of the share capital of Endesa,
99.64% of the share capital of both companies.
S.A.
> On October 9, Endesa Chile (today Enel Generación
Chile) acquired 29.3974% of the Peruvian generation
subsidiary Edegel (currently Enel Generación Perú). The
shares were acquired at market price from Generalima
S.A.C., a company which in turn is a subsidiary of Endesa
Latinoamérica S.A. Endesa Chile thus now holds directly
and indirectly 62.46% of the shares of Edegel.
> On October 15, Enersis S.A. (today Enel Américas)
acquired 153,255,366 shares, representing 24% of the
share capital of its Peruvian subsidiary Enel Generación
Perú (formerly Edegel), at a price of 2.72 soles per share.
This was purchased from Generalima S.A.C., a Peruvian
subsidiary of Enel Latinoamérica S.A., the parent
company of Enersis. With this transaction, the direct
and indirect shareholding of Enersis S.A. in Edelnor rose
from 33.53% to 57.53%.
2010
> Enersis (today Enel Américas) accepted the offer of
the company Graña y Montero S.A.A., to acquire its
entire direct and indirect shareholding in its subsidiary
Compañía Americana de Multiservicios Limitada, CAM;
and in the same way, accepted the offer presented
by Riverwood Capital L.P to acquire the entire direct
and indirect shareholding in its subsidiary Synapsis
Soluciones y Servicios IT Ltda. The price offered for
CAM and its subsidiaries in Argentina, Brazil, Colombia
and Peru amounted to US$20 million. In the case of
Synapsis, the price offered for the company and its
subsidiaries in Argentina, Brazil, Colombia and Peru
amounted to US$52 million.
86
Enel Américas Annual Report 2016
2012
9,967,630,058 shares of Enersis S.A. at a price of Ch$
173 per share, 3) Placement share price: A fixed price of
Ch$173 for every payment share to be issued as a result
> In July, through a Significant Event submitted to
of the capital increase.
the Superintendence of Securities and
Insurance
(SVS), the Board of Directors of Enersis (today Enel
Américas)
informed the decision to convene an
Extraordinary Shareholders Meeting which will take
place on September 13, with the purpose of resolving,
2013
among other matters, the capital increase of the
> Capital
Increase: With an historic result for this
Company for the equivalent in Chilean pesos, of up to
type of operation in the local market, Enersis (today
US$8.020 millones or the amount that the Extraordinary
Enel Américas) shareholders subscribed a total of
Shareholders Meeting determines. In early August,
approximately US$ 6,022 million, a placement of 100%
the SVS stated that the Board of Enersis must adopt
of the shares available for the capital increase.
the actions necessary to strictly comply with the
> In July, the new Malacas 185 MW power plant was
conditions established by Articles 15, 67 and Title XVI
commissioned in Piura, Peru, company owned by
of Law 18,046 (Corporations Law), considering that
Empresa Eléctrica de Piura (EEPSA) part of the Enersis
they are complementary and when applicable should
Group (today Enel Group). This new power plant required
be considered simultaneously. These conditions are
an investment of US$105 million.
related to capital increase transactions and related
> On November 6 the first modernised unit of Salaco
party transactions respectively. Once the indications
project in Colombia was commisioned, corresponding to
of the SVS were acknowledged, Enersis adopted them
unit 2 of the run-of-the-river Darío Valencia Samper plant,
and continued with the capital increase operation. The
with an installed capacity of 50MW. This unit generated
Board of Directors resolve postponing the Extraordinary
46.3GWh since it’s commissioning until midnight,
Shareholders Meeting to take place September 13 to a
December 31st.
later date to be determined opportunely. After strictly
complying with the conditions established by Articles
15, 67 and Title XVI of Law 18,046 (the Board of Directors
requested the independent valuation by IM Trust and
the Directors Committee requested the independent
valuation of Claro y Asociados Ltda., the Directors
Committee issued its report and each Director gave his
opinion with respect to the proposed operation), the
Extraordinary Shareholders Meeting held on December
20 ruled on the capital increase. A very large majority,
almost 86% of all shareholders present with voting rights,
equivalent to 81.94% of the total shares with voting
rights of the Company, approved the capital increase
of the following characteristics: 1) Maximum amount of
the capital increase: Ch$ 2,844,397,889,381, divided into
16,441,606,297 ordinary nominative payment shares of
the same series, with no preferences and no par value,
2) Value of non-in-kind contributions to be capitalized:
The total issued capital of Cono Sur, Company that will
concentrate the activities that are identified in the reports
that have been made available to the shareholders and
that would be contributed by Endesa to Enersis S.A.,
will amount to Ch$ 1,724,400,000,034 corresponding to
87
2014
> Public Tender Offer for the shares acquisition (OPA) of
Coelce. On January 14, Enersis (today Enel Américas),
which until then controlled 58.87% of its subsidiary
Coelce, launched a voluntary OPA of all series of shares
issued by Coelce at a price of R$49 per share. With this,
Enersis acquired 3,002,812 common shares, 8,818,006
preferred shares type A and 424 preferred shares
type B, equivalent to an investment of approximately
US$243million. After the operation, the company
obtained a 74.05% direct and indirect interest in Coelce.
> In April, Enersis (today Enel Américas) closed an
acquisition agreement for the purchase all the shares
that Inkia Américas Holdings Limited indirectly had of
Generandes Perú S.A., equivalent to a 39.01% stake,
whose investment amounted to US$413million. The
transaction ended in September, and as a result Enersis
reached 58.60% shareholding of Edegel (today Enel
Generación Perú).
> On July 31, 2014, Enel Energy Europe S.R.L., currently
Enel Iberoamérica SRL, controller of Endesa S.A.
(92.06% share) proposed the acquisition of 100% of
the share capital of Endesa Latinoamérica S.A. The
transaction was completed in October 2014, and as a
result Enel S.A. reached the direct control of Enersis
(today Enel Américas) with 60.62%.
2015
> On April 28, 2015, the Board of Directors of Enersis
(currently Enel Américas) agreed to initiate the studies
for a possible corporate reorganization to divide the
generation and distribution activities in Chile from the
rest of the activities developed abroad by Enersis and
its subsidiaries Endesa Chile and Chilectra (today Enel
Américas).
> On November 16, 2015, the commissioning of El Quimbo
power plant, a 400 MW hydro facility in Colombia took
place, after five years of contruction.
> On December 18, 2015 the Extraordinary Shareholders
Meeting took place, where the shareholders of the
Company approved the corporate reorganziation of
Enersis and its subsidiaries Endesa Chile and Chilectra
(today Enel Américas).
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Enel Américas Annual Report 2016
2016
> On March 1, the non-material Division of the former
> On September 29 started the period to exercise the
Enersis, Endesa and Chilectra was made, as a result
Withdrawal Right of dissenting shareholders. The
of which Enel Chile, Endesa Américas and Chilectra
established prices were the following: Enersis Américas
Américas were born.
$112.02 pesos, Endesa Américas $299.64 pesos and
> On April 21, 2016, shares’ Division of Enersis, Endesa and
Chilectra Américas $472.79 pesos. The period to exercise
Chilectra became effective, and the resulting companies
the Withdrawal Right ended on October 28.
- Enersis Américas, Enersis Chile, Endesa Américas,
> On December 1, the name change of Enersis Américas
Endesa Chile, Chilectra Américas and Chilectra Chile –
to Enel Américas took place, after the intangible merger
began trading at the Santiago Stock Exchange. Likewise,
with the companies Endesa Américas and Chilectra
the ADR’s ENIA, ENIC, EOCA and EOCC began trading on
Américas.
April 27 the same year at the New York Stock Exchange.
> On November 30 it was announced that the Company
(NSYE).
presented the best offer for the acquisition of the
> On September 28, the Extraordinary Shareholders’
electricity distribution company CELG-D, which was
Meeting took place at the Enersis Stadium, where the
performed within a bidding process arranged by the
Merger of Enersis Américas, Endesa Américas and
Brazilian Government
through Banco Nacional do
Chilectra Américas was approved, and comprised the
Desenvolvimento. The offer presented by our subsidiary
following: on the part of Enersis Américas, it absorb
Enel Brasil amounted to 2,187 million Brazilian reais.
Endesa Américas and Chilectra Américas. The main
> On December 29 Endesa Américas and Chilectra Américas
purposes of The Merger were: 1) Align every investment
ceased trading at the Santiago Stock Exchange and the
interests in generation and in distribution in the scope
New York Stock Exchange, in the ADR form. As such, the
of Latin America; 2) Create a simpler structure with
Company proceeded with the exchange of shares and
greater visibility, and eliminate the cross participations; 3)
the merger is performed.
Greater efficiency and dynamism in the decision making
processes, costs reduction and remove any potencial
conflicts of interest.
> On September 13 the Public Tender Offer for the shares
acquisition
(OPA) for the shareholders of Endesa
Américas was launched. The price was $300 pesos per
share. This operation ended on October 28.
89
Investments
and Financial Activities
91
92
Enel Américas Annual Report 2016
Material Investments
Related to the Compay’s
Investment Plan
We coordinate the overall financing strategy of our subsidiaries and intercompany loans, in order to optimise debt
management, in addition to the terms and conditions of our funding.
Our subsidiaries develop independent capital investment plans that are funded by funds generated internally or by direct
funding. One of our goals is to focus on those investments that will yield long-term benefits, such as projects to reduce energy
losses. Additionally, focusing on Enersis group and seeking to provide services to all companies in the group, our goal is to
reduce investment at the individual subsidiary companies in elements such as procurement systems, telecommunications
and information systems. While we have studied how to finance these investments as part of the budget process of the
Company, no particular financing structure has been committed and our investments will depend on market conditions at the
time they need to get the cash flow.
Our investment plan is flexible enough to adapt to the changing circumstances by giving different priorities to each project
according to its profitability and strategic consistency. Investment priorities are currently focused on developing the works
plan in Peru and Colombia.
For the period form 2017 to 2019, we expect to spend Ch$ 2,755 billion on a consolidated basis, in investments in the
subsidiaries we control, and related to investments currently under development, the maintenance of our distribution
networks, maintenance of existing generation plants, and the studies required to develop other potential generation projects.
The table below shows the capital expenditures expected to carry out from 2017 to 2019 and the capital expenditures
incurred by our subsidiaries in 2016, 2015 and 2014.
Abroad
Investment (1) (million Ch$)
2017-2019
2,754,744
2016 (1)
831,704
2015 (1)
1,362,561
2014 (1)
1,089,362
(1) Capex figures represent the effective payments for each year, with the exception of future forecasts.
93
Investments
in 2016, 2015 and 2014
Our capital expenditures in the last four years were mainly related to El Quimbo project (400 MW) in Colombia,
as well as the maintencance of the existing installed capacity. El Quimbo project began commercial operations
on November 16, 2015.
In December 2014, the optimization of Salaco project was completed, adding 145 MW to the Colombian grid. In
2015 started the investments in the Malacas TG6 project, which comprises the replacement of three turbines
for more efficient ones that operate with gas. Additionally, we also invest for these purposes: (i) expand our
distribution service to cope with the growing electricity demand, (ii) improve the quality of service, (iii) improve
safety, and (iv) reduce energy losses, mainly in Brazil.
The aforementioned capital investments were financed as follows:
> El Quimbo: Local and international bond issuances.
> Salaco: Funds generated by the Company.
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Enel Américas Annual Report 2016
Generation
Our capital expenditures in generation amounted to $197 billon in 2016, and $447 billion in 2015.
In Colombia and Peru, we continue investing in studies and the development of the projects pipeline both hydro
and thermoelectric projects.
In Colombia, our main investment in expansion was concentrated in the commissioning of 400 MW El Quimbo
hydroelectric project, which is currently operating.
In Peru, during 2016 investments were allocated to the substitution of Malacas thermo power plant’s turbines
for more efficient ones that operate with gas.
Distribution
During 2016 the Company made investments of $624 billion, mainly to meet consumption needs, resulting
from the growth of population and the entrance of new customers, through investments not only related with
them, but also in capacity increases and strengthening of the High (HT), Medium (MT) and Low Tension (MT)
facilities of the companies. On the other hand, in 2015, investments amounted to $600 billion, in order to meet
consumption needs that result from the incease of population and new clients, and also to improve the quality
of service.
In 2016 Edesur in Argentina made investments for $132 billion to meet the growth of demand and improve
the quality of service. These investments allowed the Company to accomplish several golas: complete the
expansion of Caballito substation, restoration of 54 kilomeers of medium and low voltage electricity grids, 150
new transformation centers, 21 new transformation MT/BT centers.
In Perú, Edelnor performed investments for a total of $83 million pesos mainly focused mainly in satisfying
demand growth, seeking to reinforce security of the Medium and Low Voltage feeders.
In Brazil, total investments reached $283 billion pesos. In particular, Enel Rio performed investments for a total
of $178.7 billion pesos, mainly focused on energy losses reduction and in energy losses reduction projects.
Furthermore, the company invested in control systems through the use of technology and social activities. In
the case of Enel Ceará, investments reached $104,1 billion pesos with the purpose of meeting the grid needs
and connection of clients. Additionally, the investments needed to endure the sustained demand growth of the
State of Ceará in the last years, also including projects for the electric charge increase.
In Colombia, total investments amounted to $143 billion pesos mainly focused in projects that improves the
quality of service through the normalization, modernization and telecontrol of grids, and also the works required
to meet the growth of demand, the repowering of circuits, safety of operations, control of energy losses and
issues related with technology, properties and legal requirements. Worth is to highlight the progress of Nueva
Esperanza Substation, project that implies a total investment of $22 million; as such the continuity of the Public
Lighting Modernization Project will include installation of LED lighting and halides in Bogota.
95
Financial Activities
Finance
2016 was a year marked by important regional and global
Finally, Peru was the country where Enel Américas operates that
political events for Latin America, and particularly for
showed the highest annual economic expansion rate, accounting
our relevant markets, and the year was also flagged my
a yearly growth of 3.9% in 2016, strongly driven by the mining
mixed economic development, in line with the individual
sector. The country went through a change in government in
development of each countries where Enel Américas
2016, who has expressed to be market-friendly and willing to
operates.
promote the economic development of the country.
In Argentina, during 2016 several reforms were issued
Latin American economies have also been impacted by the
towards greater
trade openness and
increase of
economic and political evolution of the developed markets,
transparency, which among other measures meant the
mainly from the United States. This country has strenghthen its
liberalization of the exchange rate regime and the efforts
economy during 2016, accounting an annual positive variation
made by the government to negotiate the external debt of
of its gross domestic product of 1.6% during 2016, primarily
the country, which supported the return of Argentina to the
boosted by consumption, which was shown in the robust
international markets, after years of not having access to
labor market. Nevertheless, the Presidential elections in the
external financing.
United States triggered important volatility in the financial
markets around October, thus
impacting the emerging
During 2016 Brazil showed an ongoing recession where GDP
currency markets. Towards the end of the year, the Federal
decreased 3.6% in the year, revealing a gradual adjustment
Reserve decided to raise the monetary policy rate in 25 basis
of the economy towards an internal product slightly better
points, reaching a band in the range of 0.5% and 0.75%, which
than 2015, year where the activity fell 3.8%. Brazil was also
prompted depreciation of some emerging markets’ currencies.
impacted by political instability, where the President of the
Republic was removed towards the middle of the year due
The financial markets kept open in the countries where Enel
to her relation to corruption cases.
Américas has presence, which enabled its subsidiaries to
have access to the resources required to finance its projects
In Colombia, 2016 was a year of high inflation, even over
and investments and also to continue with debt refinancing,
8%, which led monetary policy up to 7.75%, thus affecting
thus complying with a policy that promotes the control of
the local financing cost. During the second half of the year,
financial risks. Likewise, Enel Américas was able to perform
the vote in a referendum over the peace process took place,
a bond issuance in the United States market, a Yankee Bond
wich contributed with more uncertainty with regards to the
that amounted to US$600 million, which enjoyed high demand,
future development of the country. Colombia accounted a
demonstrating the interest of the international investors
2% growth in 2016.
community in the company.
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Enel Américas Annual Report 2016
Main Completed Financial Operations
Brazil
Peru
Ampla and Coelce closed a financing from Banco Nacional
In March, Enel Distribución Perú (former Edelnor) performed
de Desenvolvimento Econômico e Social (BNDES), for the
a local bond issuance for 105 million Peruvian nuevos
development of its investment program for 2014 and 2015
soles (US$32 million, approximately). Likewise, in July the
totalling US$ 177 million.
company performed a new bond issuance for 100 million
Peruvian nuevos soles (US$30 million, approximately). Finally,
Ampla contracted two loans with international banks for
the Company made a third bond issuance for 72 million
a total amount of US$ 120 million approximately, US$ 75
Peruvian nuevos soles (US$21 million, approximately). The
million of which are guaranteed by Enel Américas. Likewise,
purpose of these bond issuances was liabilities refinancing.
the Company renewed its committed credit lines for US$ 30
Likewise, Enel Distribución Perú (former Edelnor) obtained
million, approximately.
a bank loan for US$15 million, approximately.
Coelce renewed its committed credit for US$ 15 million.
Enel Generación Perú (former Edegel) signed a bank loan for
Colombia
US$22 million.
Enel Generación Piura (former EEPSA) contracted a bank
leasing for US$54 million to finance the acquisition of a new
Emgesa performed a local bond issuance in February for
turbine.
a total of 525,000 million Colombianos pesos (US$175
million, approximately). Likewise,
in September the
company perfomed a new bond issuance for 300,000
million Colombian pesos (US$100 million). These funds
Enel Américas Holding
were used for liabilities refinancing and investments
Enel Américas signed, during the first quarter of 2016, a
financing.
committed revolving facility for UF 2.85 million (US$ 100
million, approximately) with a consortium of banks.
Codensa signed two bank loans for a total amount of
362,000 million Colombian (US$120 million), used mainly
As part of its corporate reorganziation process, Enel Américas
for liabilities refinancing and investments financing.
closed two operations for the secured financing of this
reorganization process. First, the Company signed a Senior
In October, Codensa merged with DECSA and Empresa
Unsecured Term Loan Agreement with a consortium of five
Eléctrica de Cundinamarca (“EEC”), with the purpose
international banks, for US$1,500 million, with one tranche in
of achieving synergies in the local distribution business.
Chilean pesos and the other in dollars.
This transaction involved a capital increase in wich Enel
Américas contributed with a share equivalent to its
In October, Enel Américas placed a Yankee Bond in the North
participation in the company. In accordance with the above,
American market for a total of US$ 600 million, 10 year-term
the assets and liabilities of EEC began to be consolidated
and coupon rate of 4%, meaning a spread over benchmark
by Enel Américas.
of 245 basis points. This bond proceeds were used in part for
liabilities refinancing.
97
Coverage Policy
Exchange Rate
The exchange rate hedging policy of the Group is based
on cash flows and seeks to maintain a balance between
flows indexed to foreign currency, and the levels of assets
and liabilities denominated in that currency. The goal is to
minimise the flows’ risk exposure from changes in exchange
rates. As part of this policy, the Enel Américas contracted
forwards for US$300 million approximately to cover the flows
in different currencies coming from foreign subsidiaries.
Likewise,
in December the Company completed the
acquisition of the Brazilian distribution company CELG, as
part of the assets privatization process of the electricity
sector in Brazil, for a total amount of $2,187 million Brazilian
reais. This acquisition was financed with funds provided by
Enel Américas, and the exchange rate risk was covered with
forward contracts.
Enel Américas, as part of the reorganization process, decided
to change its functional currency from the Chilean peso to
the US dollar. As such, part of the cash of the Company was
covered to make the conversion of Chilean pesos into US
dollars, for a total amount of US$750 million approximately.
Overall, Enel Américas operated
forward derivatives
contracts for more than US$ 1,700 million during 2016.
Interest Rate
The Group’s policy is to maintain levels of fixed and protected
debt over total net debt within a band of plus or minus 10%
compared to the ratio established in the annual budget. In
case of any deviation from the budget, hedging transactions
were made, based on market conditions. At the closing date
in December, consolidated fixed debt plus protected debt in
relation to net bebt was 44%.
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Enel Américas Annual Report 2016
Credit Risk Rating
On November 9, 1994, Standard and Poor’s and Duff &
Phelps rated Enersis (today Enel Américas) for the first time
at BBB +, that is, an investment grade company. Later, in
1996, Moody’s rated the company’s foreign currency long-
term debt at Baa1.
Over time, most credit ratings have changed. Currently, they
are all “investment grade”, which is based on the diversified
portfolio of assets, liquidity and adequate policies of debt
coverage service.
In summary, we hereby highlight the following main events
that took place in 2016:
On February 3, 2016, Standard & Poor’s rated Enersis
Américas (currently Enel Américas) and assigned a “BBB”
rating with stable outlook in international scale. This is within
“investment grade” rating. This credit opinion was later
confirmed on February 23 and December 1, 2016.
Afterwards, on March 2, 2016, Fitch Ratings rated Enersis
Américas (currently Enel Américas) and assigned a “BBB”
rating in international scale and “AA” in national scale. Outlook
is stable. This rating was later confirmed on September 28
and November 30, 2016.
On the other hand, on April 4, 2016 Feller Rate rated Enersis
Américas (today Enel Américas) in national scale rating. The
assigned rating was “AA-” with stable outlook. This credit
opinion was later confirmed on July 7, 2016.
Finally, the crisk credit agency Moody´s reviewed and
confirmed the corporate rating of Enel Américas on
December 30, 2016, and assigned “Baa3” rating. Outlook
is stable.
Ratings are supported by the Company’s diversified portfolio
of assets, strong credit parameters, adequate debt structure
and high liquidity.
99
International
Ratings
Enel
Américas
Corporate
S&P
BBB / Negative
Moody’s
Baa3 / Stable
Fitch Ratings
BBB / Stable
Property
and Insurance
Local Scale
Rating
Enersis
Stocks
Bonds
Feller Rate
1st class, Level 2
AA- / Stable
Fitch Ratings
1st class, Level 1
AA- / Stable
Humphreys
1st class, Level 1
AA / Stable
Enel Américas is attached to a global risk coverage
program, led by its parent company Enel, in areas such
as material damage, terrorism, business interruption and
legal liability. The renewal process of these insurance
contracts was carried out through an international bidding,
where the main leading insurance companies worldwide
were invited to participate. The contracts were renewed on
November 1, 2016 through October 31, 2017.
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Enel Américas Annual Report 2016
Brands
The company has registered “Enersis” and “Enersis
The brand “Enel Américas” is under registration process.
Américas” brands for products, services, industrial and
commercial facilities.
Suppliers, Customers
and Main Competitors
Enel Américas S.A. is a “holding” company that mainly operates in the field of electricity generation and distribution in Latin
América, so the Company considers the following suppliers, customers and competitors as the most relevant ones for its
main subsidiaries.
Accordingly, the Company established that its main suppliers, customers and competitors are the following:
> Argentina: Argencobra S.A., Rowing S.A., Mors S.A.,
Castanhao EB Canal Intergraca, Companhia Brasileira de
Kioshi S.A., Nizza Davidson Ing. y Obras S.R.C., Duro
Distribucao, Compania de Bebidas das Américas Ambev,
Felguera Arg. S.A., Masa Arg S.A., Mole All Services S.A.,
Engie, Chesf, Cemig Geracao, Furnas, Petrobras Pie.
DF Services-Mosa Oper Int. S.L., Mitsubishi Corporation,
Wartsila Services Switzerland Ltd., IMC SRL-MEI SRL-
> Colombia: Transportes C&F, Transportes Especializados
UTE, Turismo Patagonia S.A., Zeppilli, Enrique Félix,
JR S.A.S, Corporación de Taxis de Colombia S.A., Cam
Jobras S.R.L., Gobierno de la Ciudad de Buenos Aires,
Colombia Multiservicios S.A.S, Consorcio Mecam., Deltec
Municipalidad de Quilmes, Telefónica Argentina S.A.,
S.A., Villa Hernández y Compañía S.A.S, Obras y Diseños
Metrovías S.A., Coto C.I.C. S.A., Minera Cumbrera,
S.A., Electrificadora del Caribe S.A., Compañía Eléctrica
Chevron Argentina, Petroquímica Comodoro Rivadavia,
de Tolima, Empresas Públicas de Medellín, CENS S.A.
SADESA, AES, Pampa, Petrobras, YPF Energ
(Ex
ESP, Electrificadora del Huila, Alumbrado Público Distrito
Pluspeteg).
Capital, Corporación de Abastos de BTA S.A., Primadera
S.A.S., Desarrolladora Fontanar SAS, Carbones Rodríguez
> Brazil: Compel-Const. Mont. Proj. Elet Ltda., Soter Soc.
y Cia SCA. Italcol, Empresas Públicas de Medellín E.S.P,
Tecnica de Engenharia S.A., Medral Serv. e Infraestrutura
Isagen S.A. E.S.P., A.E.S. Chivor & Cia. S.C.A. E.S.P,
Ltda., Endicon Engenharia de Instalacoes, Pers. Serv RH
Gecelca S.A. E.S.P., Empresa de Energía del Pacífico S.A.
e Asses Empresarial, Endicon Engenharia de Instalacoes,
E.S.P., Isagen, Electricaribe S.A. E.S.P., Dicel.
Cosampa Servicos Eletricos Ltda., Dinamo Engenharia
Ltda. E.P.P., B& QEnergia Ltda., Consorcio CCELPS
> Peru: Siemens S.A.C, Confipetrol Andina S.A., Siemens
Energia, Bolt Serv. e Comizacao Ener. Ltda, BTG Pactual
Energy Inc., Servicios Generales Hidráulicos, Andritz
Empresa Operadora do Mercado Energetico, Porto do
Hydro AG, Indeco S.A., Hermes Transportes Blindados
Delta Energia, EDP Comercializ. e Serv. de Ener., Voith
S.A., Compañía Americana de Multiservcios, Tyco
Hydro Ltda., Ge Global Parts & Products GMBH, Cia.
Electronics del Perú S.A.., CAM Servicios del Perú S.A.,
Gestao dos Recursos Hidricos, Alstom Energia Termica
Vorantim Metais Cajamarquilla, Luz del Sur, Minera
e Ind. Ltda., Mckinsei & Company, Cagece, Ferbasa,
Chinalco Perú, Hudbay Perú, Cerámica Lima S.A., Lima
Volkswagen, Ajinomoto, Johnson Controls, Bunge,
Airports Partners SRL, Compañía Industrial Nuevo
Energiza Fazenda Nova Friburgo Dist. De Energia, Cedae,
Mundo S.A., Tecnología Textil S.A., Gym Ferrovias S.A.
OI (Telemar), Cooperativa de Eletrificacao Rural Cachoeira
(Line 1 of the Lima Metro), Engie, Kallpa Generación,
de Macacu Itaborai, Cagece de Agua e Esgoto Ceara,
Electroperú, Fenix Power, Duke Energy, Stakraft, Cía.
Ceara Portos Cia de Int. Port. do Ceara, Cogerh EB
Eléctrica Santa Rosa.
101
102
Enel Américas Annual Report 2016
Risk Management Policy
103
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Enel Américas Annual Report 2016
Risk Management Policy
The companies in the Enel Américas Group are exposed to determined risks that it manages through the
system application of identifying, measuring, limiting concentration and supervision.
Some of the basic principles defined by the Group in the establishment of their risk management policy are:
> Comply with the norms of good corporate government.
> Strictly complying with the normative system of the Group.
> Each business and corporate area defines:
I. The markets where the Company can operate in relation to the knowledge and sufficient capabilities to
ensure effective risk management.
II. Criteria on counterparts.
III. Authorized Operators.
> The business and corporate areas established for each market in which they operate their predisposition to
coherent risk with the defined strategy.
> Every business operations and corporate areas are performed within the approved limits in every case.
> The business, corporate areas, lines of business and companies establish risk management policies necessary to
ensure that the market transactions are completed according to policy, norms, and procedures of Enel Américas.
Interest Rate Risk
Interest rate variations modify the reasonable value of those assets and liabilities that bear a fixed interest rate,
and also the aforementioned future active and passive flows at a variable interest rate.
The objective of risk management of interest rates is to reach a debt structure equilibrium that allows a
minimization of debt cost with a reduced volatility in the income statement. Dependiendo de las estimaciones
del Grupo y de los objetivos de la estructura de deuda, se realizan operaciones de cobertura mediante la
contratación de derivados que mitiguen estos riesgos.
Currently, the instruments used are interest rate swaps that sets variable rate to fixed rate.
The comparative structure of the financial debt that Enel Américas Group has, according to the fixed interest
rate and/or protected by the total gross debt, after contracted derivatives, is the following:
Gross Position
Fixed interest rate
12-31-2016
%
44%
12-31-2015
%
30%
105
Exchange Rate
Risk
Commodities
risk
The exchange rate risks fundamentally correspond to the
The Enel Américas Group is exposed to commodities price
following transactions:
variation risks, fundamentally through the:
> Debt contracted by the Group’s companies denominated in
> Fuel Purchases in the process of electricity energy
a different currency of which the flows are indexed.
generation.
> Payments to be made due to the acquisition of materials
> Energy buying and selling operations are carried out in local
associated to projects and corporate insurance policy
markets.
payments being made in a different currency of which the
flows are indexed.
With the objective of reducing risk in situations of severe
> Revenues of the companies of the Group that are directly
drought, the Group has designed a commercial policy
linked with the evolution of currencies not related to the
defining the level of commitment of energy sales according
companies’ flows.
to the capacity of the generation power plants in a dry year,
> Flows from the subsidiaries abroad to the head offices in
including risk mitigation clauses in some contracts with free
Chile, which are exposed to exchange rate variations.
clients. For the case of regulated clients, they are subjected
to a long-term biddings process, and indexing polynomials
With the objective of mitigating the exchange rate risk,
are determined that allow the reduction of commodities
Enel Américas’ hedging policy for exchange rates is based
exposure.
on cash flows and contemplates to maintain equilibrium
between the flows indexed in dollars and the levels of assets
Considering the operative condition that faces the electricity
and liabilities denominated in that currency. The objective is
generation, hydrology, and commodities price volatility in
to minimize the exposition of the cash flows to variations in
the international markets, the Company is permanently
the exchange rates.
verifying the convenience of taking coverage positions
to reduce the impacts of price variations in results. On
The instruments currently being utilized to give fulfillment to
December 31, 2016, there were operations of purchase
the policy corresponding to currency swaps and exchange
future energy contacts 69.84 GWh, for the period January-
rate forwards. At the same time, the policy seeks to
December 2017. These purchases back up an energy-selling
refinance debt in the functional currency of each company.
contract in the wholesale market. On the other hand, future
energy sales were backed up for 15.12 GWh for the period
January-December 2017, associated with the coverage
of cash flow risks of clients indexed in the Unregulated
Market. On December 31, 2016 ten (10) sales contracts and
one (1) of future energy purchase contract were liquidated,
each of them amounted to 0.36 GWh. On December 2015
there were no energy derivative operations in the market.
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Enel Américas Annual Report 2016
Liquidity
Risk
The Group maintains a liquidity policy consistent with the
contract of committed long-term credential facilities and
Receivable
Commercial
Accounts
temporary financial investments, for sums large enough
In reference to the credit risk corresponding to the
to support the projected needs for a period of time related
receivable accounts originating from commercial activity,
to the context and expectations of the debt and equity
this risk is historically very limited given the short term
markets.
client’s recovery time, so they do not accumulate a
significant amount individually. This is applicable for our
The aforementioned projected needs include net financial
generation business as well as the electricity distribution
debt maturities, after financial derivatives.
business.
As of December 31, 2016, the Enel Américas Group showed
In our line of business the generation of electricity, in some
a liquidity of M$ 1,800,510,297 in cash and cash equivalents,
countries, facing the lack of payment it’s possible to act in a
and M$ 86,993,868 of available long -term uncommitted
supply cut-off, and in almost every contract lack of payment
credit lines. On December 31, 2015, the Enel Américas
is established as cause for terminating the contracts. For
Group accounted a liquidity of M$ 1,185,163,344 in cash
this end, the credit risk is constantly monitored and its
and cash equivalents, and M$ 34,332,376 in available long
measured in maximum amounts exposed such risk.
-term uncommitted credit lines.
Credit
Risk
Enel Américas performs a detailed monitoring of its credit
risk.
In the case that our electricity distribution companies cut
of the supply, in all cases its our company’s authority facing
our client’s non payment, which is implemented according
to the current regulation in each country that eases the
evaluation process and controls credit risk, which is in fact
also limited.
107
Financial Assets
Cash surplus investments are made by top of the line
The placements can be backed up by treasury bonds of the
(with a risk qualification equivalent to investment grade,
country where operating and/or bank securities issued by
as possible) national or international financial entities, with
top of the line banks, privileging the latter because they offer
established limits by each entity.
greater returns (always following the existing placement
In the bank selection for investments, the ones considered
policies).
are those that have an investment grade credit risk rating,
The derivatives contracts are arranged with highly solvent
considering the three main international rating agencies
counterparties, so that all operations are contracted with
(Moody’s, S&P and Fitch).
investment grade credit risk classification entities.
108
Enel Américas Annual Report 2016
Measuring
Risk
The Enel Américas Group develops a Risk Value
measurement in its debt positions and financial derivatives,
with the objective of monitoring the risk assumed by the
company, limiting the volatility of the income statement.
The portfolio includes for the calculation of the Value at Risk
composed by:
> Financial Debt.
> Derivatives for Debt coverage.
The calculated Value at Risk represents the possible variation
of the portfolio’s value previously described in the duration
of a quarter with a 95% of confidence. For that purpose
there is a volatility study of the risk variables that affect the
position portfolio’s value, with respect to the Chilean Peso,
including:
> US dollar Libor interest rate.
> The different currencies in which our company operates,
the regular local indexes for banking practices.
> The exchange rates of the different currencies considered
in the calculations.
The Value at Risk calculations are based on the extrapolation
of future scenarios (in one quarter) of the market values of
the risk variables in terms of the scenarios based on real
observations for the same period (quarter) in five years.
The Value at Risk of a quarter with a 95% of confidence is
calculated as a 5% percentile more adverse of the possible
variations in the period.
Considering the hypothesis described above, the Value at
Risk in a quarter of the positions described, corresponds to
M$ 112,729,307.
This value represents the potential increase in the debt and
derivatives portfolio, so this value at risk is directly related,
among other factors, to the value of the portfolio at the end
of each quarter.
109
Other Risk
Factors
liquidity, or raise interest rates available to the Company.
The reduced liquidity, in turn, may affect Enel Américas’
capital expenditures,
long-term
investments
and
acquisitions, development prospects and dividend policy.
A financial crisis, or another crisis, in any
region of the world can have significant
impact on the countries in which Enel
Américas operates and consequently
adversely affect operations, as well as
liquidity.
The economic fluctuations in South
America can have an effect in the
operations and financial conditions,
as well as the value of Enel Américas
securities.
All the operations are located in four countries of South
The four countries in which Enel Américas has investments
America. As a result, the consolidated revenues may
in the electricity business are vulnerable to external shocks,
be affected by the performance of the South American
including financial and political events, which can cause
economies as a whole. If local, regional, or global
significant economic difficulties and affect their growth. If
economic trends adversely affect the economy of any
either of these economies experiences a less than expected
of the four countries in which investments or operations
economic growth or undergo a recession, the company’s
are held, the financial condition and operational results
customers are likely to demand less electricity and even
could be adversely affected. In addition, Enel Américas
some of the customers may experience difficulties paying
has investments in volatile countries, including Brazil. In
their electricity bills, possibly increasing the uncollectible
Brazil, in 2015, there was some instability in the political
accounts of the company. Any of these situations could
sector due to the corruption scandals that involved several
adversely affect the operating results and financial condition
representatives of the Government, including the President
of Enel Américas.
of the country, who faced impeachment process and was
finally removed from the presidency in 2016. This situation
Financial and political crises in other parts of the world
has led to a deterioration of the Brazilian economy, while
could adversely affect the Company’s business. For
a recession was registered for the second consecutive
example, in 2016 Donald Trump’s presidential election
year, with a negative GDP of 3.6%. In 2016, 36% of the
in the United States dramatically increased the volatility
operational revenues and 22% of the operating results of
of global financial markets because of the uncertainty in
the Enel Américas were originated in Brazil.
political decisions. The new US policies could affect global
markets and global trade and would result in renewed
Insufficient cash flows in subsidiaries located in these
volatility especially with respect to commodity prices. In
volatile countries has led, in some cases, to the inability
addition, the instability in the Middle East or other fuel
to meet financial obligations and the need to request
producing regions could result in higher fuel prices around
exemptions from compliance with restrictive financial
the world, which in turn could increase fuel costs for the
conditions or, to a certain extent, to seek guarantees
Company’s thermoelectric power plants and adversely
or other emergency measures by the Company as
affect the operational results and financial condition of
shareholders, including extraordinary capital increases.
Enel Américas.
In addition, a financial crisis and its negative effect on the
hamper the ability to carry out Enel Américas’ strategic
financial industry may have an adverse impact on the ability
plans, which could adversely affect the operating results
The idea of future adverse events in these economies may
to obtain new bank financing under the same historical
and financial conditions.
terms and conditions that the Company has had so far.
A financial crisis or political event or other crisis could
America are influenced to varying degrees by the
reduce the ability to access to the capital markets in the
economic and market conditions in other countries,
four countries in which Enel Américas operates, as well
which could adversely affect the value of Enel Américas
as international capital markets through other sources of
securities.
In addition, financial and securities markets in South
110
Enel Américas Annual Report 2016
Certain South American economies
have historically been characterized
by frequent and, occasionally drastic,
interventionist economic measures
by their governmental authorities
including expropriations, which may
adversely affect the business and
financial results of Enel Américas.
The electricity business is exposed to
risks arising from natural disasters,
catastrophic accidents, and acts of
terrorism, which could adversely affect
the operations, revenues and cash
flows of Enel Américas.
Enel Américas’ main facilities include power plants,
transmission, and distribution assets. Earthquakes,
Government authorities have modified monetary, credit,
floods, fires may damage the Company’s facilities, and
tariff, tax and other policies in order to influence the
other catastrophic disasters caused by nature or by human
direction of the economies of Argentina, Brazil, Colombia
action, as well as acts of terrorism, vandalism, and riots.
and Peru. Although Enel Américas has no assets in
A catastrophic event could lead to business disruption,
Chile, Enel Américas is constituted under the laws of
resulting in significant reductions in revenues due to lower
the Republic of Chile and therefore is subject to changes
demand or significant additional costs not covered by
in tax, labor and monetary laws, among others, in the
insurance terminations for business interruptions. There
country. For example, in September 2014, the Chilean
may be delays between the occurrence of a significant
government approved a tax reform, which impacted the
accident or a catastrophic event and the definitive
Company’s results.
reimbursement of EnelAméricas
insurance policies,
which normally contemplate a deductible and are subject
In addition, the Governments of Colombia and Peru
to maximum amounts per claim.
have implemented a new tax reform during 2016,
increasing, among others, the tax rate. Other government
For example, on May 6, 2013, a sheet of gas turbine unit
measures in the South American countries have also
No. 7 on the Santa Rosa plant of Enel Generación Peru
included wage controls, prices, and tariffs, as well as
was broken, causing catastrophic damage to the unit as
other interventionist measures such as expropriation and
a result of the combustion of the lubricating oil. Turbine
nationalization.
damage was classified as a total loss and its replacement
cost exceeded US $ 60 million in property damage
In the distribution business, if a certain service and
and loss of profits. The unit was out of service for 19
technical standard is not met, there is a risk of losing
months, and resumed its activities on December 5, 2014.
concessions. As of December 31, 2016, Enel Américas
Accidents such as this can adversely affect Enel Américas
had five concession areas in one of the most urban centers
operations, revenues and cash flows.
in South America. In some of them, such as Buenos Aires
(Argentina) and Rio de Janeiro (Brazil) for example, given
their regulation and economic and financial conditions,
achieving a high standard can be difficult. In the event
that it is not possible to comply with these regulatory
standards, the local power regulator could revoke the
Company’s concessions and reallocate them to Enel
Américas’ competitors.
Changes
in government and monetary policies on
Enel Américas is subject to financing
risks, such as those associated with the
financing of new projects and capital
expenditures and risks related to the
refinancing the expiring debt; it is also
subject to the compliance with debt
obligations, all of which could adversely
affect the liquidity of the Company.
tariffs, exchange controls, regulations and taxation
On December 31, 2016, the consolidated debt of Enel
may
reduce
the profitability of Enel Américas.
Américas reached to Ch$2,884 billion.
Inflation, devaluation, social
instability, and other
political, economic or diplomatic events,
including
Enel Américas’ debt has the following maturity profile:
the response to these circumstances by the region’s
• Ch$ 498 billion in 2017;
governments, may also reduce the Company’s profitability.
• Ch$ 825 billion from 2018 to 2019;
111
• Ch$ 508 billion from 2020 to 2021; and
of its indebtedness under circumstances that could be
• Ch$ 1,053 billion from 2021 onwards.
unfavorable to obtain the best price for such assets.
Below is a breakdown of the debt maturity in 2017 by
fast enough or at high enough amounts to enable such
Moreover, it is possible that the assets could not be sold
country:
• Ch$ 204 billion for Colombia
• Ch$ 204 billion for Brazil;
• Ch$ 80 billion for Peru;
payments to be made.
Enel Américas may also not have the capacity to obtain
the funds required to complete its projects under
• Ch$ 3 billion for Argentina; and
development or under construction. Existing market
• Ch$ 7 billion for Chile.
conditions at the time of requesting such funds or other
unforeseen costs may jeopardize the Company’s ability to
Some of Enel Américas’ debt contracts are subject to: (1)
finance these projects and investments.
compliance with financial ratios, (2) obligations to do and
not to do, (3) events of default, (4) mandatory prepayment
To date, the Company considers that Brazil is a country in
events for breach of contractual conditions, and (5) certain
which it operates with the highest refinancing risk. As of
clauses for change of control by significant mergers or
December 31, 2016, the third-party debt of the Brazilian
divestments, among other provisions. A significant portion
subsidiaries of Enel Américas amounted to Ch$ 640 billion.
of the Company’s financial debt is subject to cross-default
Enel Américas’ inability to finance new projects or capital
clauses that have varying definitions, criteria, materiality
expenditures or to refinance the Company’s existing debt
thresholds, and applicability in the subsidiaries in which
could adversely affect Enel Américas’ operating results
such cross-breach would arise.
and its financial condition.
In the event that Enel Américas or its significant
subsidiaries fail to comply with any of these significant
contractual provisions, the Company’s creditors may
It is possible that the Company may
not be able to make the appropriate
acquisitions.
demand immediate repayment, and a significant portion
of Enel Américas’ debt may be due and claimable. For
Enel Américas
constantly
reviews
procurement
example, Ampla has been faced with financial problems
projections
that can
increase market coverage or
as a result of the Brazilian economic and political situation,
complement existing businesses, although it cannot be
which has led to a lower demand for electricity, higher
ensured that appropriate procurement transactions can
costs due to inflation, and, in the specific case of Ampla, a
be identified and specified in the future. The acquisition
deterioration of its cash flows and EBITDA, similar to other
and integration of independent companies that are not
distribution companies in the Brazilian market. Ampla had
controlled by Enel Américas is generally a complex, time-
to renegotiate some of its financial covenants between
consuming and costly process. If an acquisition is made,
December 2015 and January 2016, in order to avoid non-
it may be that there are significant debts incurred and
compliance. There is an additional risk of default if the
liabilities assumed, the potential loss of key employees,
economic environment in Brazil continues to worsen.
depreciation expenses related to tangible assets and
In March 2016, as a result of the credit deterioration of
the distraction of management from other business
Ampla, Enel Américas had to guarantee a bank loan from
concerns. Additionally, any delay or difficulty related to the
Ampla worth 75MMUSD and with aduration of 3 years. In
acquisition and integration of multiple transactions could
July 2016, Enel Américas granted intercompany loans to
have an adverse effect on the business, Enel Américas’
Enel Brasil for its financial stability.
financial condition or its operational results.
It’s likely that Enel Américas may not have the ability
to refinance indebtedness or obtain such refinancing in
terms that are acceptable to the company. In the absence
of such a refinancing, Enel Américas could be forced to
dispose of assets in order to make overdue payments
Since business depends to a large extent
on hydrological conditions, drought
conditions, and climate change may
adversely affect the operations and
profitability of Enel Américas.
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Enel Américas Annual Report 2016
Approximately 53% of the installed generation capacity
drought, require water for cooling. Drought not only
consolidated in 2016 was hydroelectric. Therefore, the
reduces the availability of water, but also increases the
extreme hydrological conditions and climate change can
concentration of chemicals such as sulfates in water.
adversely affect Enel Américas’ business, the operational
The high concentration of these chemicals in the water
results and its financial condition. In recent years, regional
used for cooling increases the risk of damage to the
hydrology has been affected by two climatic phenomena -
equipment of the thermoelectric plants, as well as the
“El Niño” and “La Niña” - which had an impact on the rains
risk of infringing relevant environmental regulations.
and have resulted in droughts, affecting Enel Américas’
As a result, water may have to be purchased from
ability to distribute energy from its hydroelectric facilities.
agricultural areas, which are also experience water
For example, in Brazil, where 67% of Enel Américas’
shortages. These water purchases can increase the
installed capacity is hydroelectric, the low hydrological
operational costs and force Enel Américas to negotiate
contributions recorded since 2014 and the consequent
with local communities.
increase in thermoelectric dispatch prices and spot prices
• Thermoelectric power plants that burn gas generate
have motivated the authorities to make regulatory changes
emissions such as sulfur dioxide (SO2) and nitrogen
by modifying Upper boundaries. Compared to 2013, the
oxide (NO) gases. When they operate with diesel oil they
reservoir dam levels have remained low. In addition, the
also emit particulate matter in the atmosphere. Coal-
“El Niño” phenomenon has affected hydrological conditions
fired power stations generate SO2 and NO emissions.
in Colombia between May 2015 and May 2016, leading
Therefore, increasing the use of thermoelectric power
to a scarcity of precipitation and high temperatures, and,
plants in periods of drought increases the risk of
consequently, to an increase in energy prices. Each event
producing higher levels of pollutants.
of “El Niño” is different and, depending on its intensity and
duration, the magnitude of its social and economic effects
Droughts that have affected the regions where most of the
can be more severe. Peru has also experienced a shortage
hydroelectric power plants can last for a prolonged period
of rainfall, especially towards the end of 2016 and forecasts
and new episodes of drought may occur in the future. A
show a decline in the natural flow of watersheds where Enel
prolonged drought may exacerbate the risks described
Américas operates. In 2016, the useful volume level of the
above and have an adverse effect on Enel Américas
water reservoirs was on average 6.8%, below the level of
business, operational results and financial condition.
2015. The hydrological situation will depend on the level of
the reservoirs at the beginning of May 2017.
The distribution business is also affected by climatic
conditions, for example, an average temperature that
Operational costs of
thermoelectric plants can be
could moderate the use of heating or air conditioning, in
considerably higher than the costs of hydroelectric plants.
turn affecting the energy consumption. Even with extreme
Our operational expenses have increased considerably
temperatures, demand can increase significantly in a short
during these periods. In addition, depending on our
period of time, which could affect service and result in an
commercial commitments, we may have to purchase
interruption in supply with the additional risk of being fined
electricity from the spot market in order to comply with
by the authorities. Depending on the weather conditions,
all our contractual supply obligations and the cost of these
the results obtained by the distribution business can vary
purchases of electricity may exceed the price at which we
significantly from year to year.
must sell the hired electricity, thus causing losses for these
contracts.
Droughts also have an effect on the operation of the
Government regulations may adversely
affect Enel Américas’ business.
Enel Américas thermoelectric power plants, including
Enel Américas is subject to extensive regulations on the
installations that use natural gas, diesel, or coal as fuels, as
rates it applies to its customers and other aspects of the
follows:
business. These regulations may have an adverse impact
on the Company’s profitability. For example, governments
• Enel Américas
thermoelectric plants, which are
in the countries where Enel Américas operates may
generally used most frequently during periods of
implement material rationing policies during droughts
113
or prolonged failures in rationing services, which could
in Argentina by the Argentinian State, in Colombia by
adversely affect Enel Américas’ business, operational
the Ministry of Environment, Housing and Territorial
results and financial condition.
Development (“MAVDT”), in Peru by the National Water
Authority (“ANA”) and in Brazil by the National Authority
Government authorities could delay the tariff revision
Of Water (“ANA” according to the acronym in Portuguese).
process (as happened in the case of Codensa, a Colombian
In Colombia, the water rights or water concessions are
distribution subsidiary, whose tariff revision was scheduled
granted for periods of 50 years and are renewable for
for 2015 but has not yet been implemented), or the
the same period. However, these concessions can
tariff adjustments determined by the authorities could
be revoked, for example, when there is a progressive
be insufficient to cover the costs of Enel Américas (as
decrease or depletion of the waters. In Colombia, the
happened in the case of Edesur, an Argentine distribution
access to water for human consumption is the first
subsidiary between 2008 and 2017, and with the Brazilian
priority before any other use. A similar event can happen
distribution subsidiaries during part of 2014). Similarly,
in Peru, where Enel Américas could lose its water rights,
electricity regulation issued by government authorities in
even if the concessions are granted for indefinite periods,
countries where Enel Américas operates may affect the
due to scarcity or a decrease in the quality of the access
ability of supplying companies to obtain revenues that
to water.
offset operational costs.
The inability of any consolidated company from the Group
additional water rights, or the current unlimited water
to obtain sufficient revenues to cover its operating costs
concessions could have a material adverse effect on
may affect the Company’s ability to operate as a start-up
Enel Américas’ hydroelectric development projects and
Any limitation to current water rights, the need to obtain
firm and may otherwise have an adverse effect on the
profitability.
business, operational results and the financial condition of
Enel Américas.
In addition, changes in the regulatory framework are often
presented to lawmakers and administrative authorities in
the countries where Enel Américas operates and some of
Regulatory authorities may impose fines
on Enel Américas’ subsidiaries due to
operational failures or non-compliance
of regulations.
these changes could have a material adverse impact on
Enel Américas’ electricity businesses may be subject to
Enel Américas business, operational results and financial
regulatory fines for any breach of current regulations,
condition. For example, the commercial operations of the
including power outages, in the four countries in which it
El Quimbo de Emgesa plant have been interrupted several
operates.
times due to measures decreed by the judiciary related to
its authorization to start commercial operations.
The generating subsidiaries of Enel Américas are supervised
by local regulators and may be affected by these fines in
These changes may have an adverse impact in the
cases where, in the opinion of the regulator, operational
businesses, operational results, and financial condition of
failures that affect the regular supply of energy to the
Enel Américas.
The business and profitability of Enel
Américas may be adversely affected
if water rights are rejected or water
concessions are granted for a limited
time.
system are the responsibility of the company as when, for
example, there is no coordination of the agents with the
system operator. In addition, subsidiaries may be required
to pay fines or compensate customers if subsidiaries can
not provide electricity, even if such non-compliance is due
to forces beyond the control of subsidiaries.
Enel Américas has the water rights for the supply
originating from the rivers and lakes located in the vicinity
of its generation facilities. These rights were granted
To meet payment obligations, Enel
Américas depends on payments from
its subsidiaries, joint management
companies, and associate companies.
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Enel Américas Annual Report 2016
To pay its obligations, Enel Américas depends in part on
subsidiaries and associate’s capacity to pay dividends,
the cash it receives in respect of dividends, loans, interest
credit amortizations, or to deliver other distributions that
payments, capital reductions and other payments from its
Enel Américas is limited by its operational results. As long
subsidiaries and associates. The ability of subsidiaries and
as the cash needs of any subsidiary overcome their available
associate companies to pay dividends, interest and credit
cash flow, said subsidiary will not dispose of the cash to be
payments, and deliver other distributions to Enel Américas,
delivered to the Company. This is the situation that affected
is subject to legal limitations, such as dividend restrictions,
Ampla and Enel Brasil as a consequence of the economic
fiduciary duties, contractual restrictions, and exchange
and political situation in Brazil, which especially impacted
controls that may be imposed in any of the four countries
the energy distribution sector.
where they operate.
Historically, Enel Américas has not always been able to
is subject to depreciation in comparison to our functional
access its subsidiaries’ cash flows at all times due to
currency, which will have a negative impact on our capacity
certain government regulations, strategic and economic
to pay dividends to shareholders.
Also, the currency of any dividend paid by our subsidiaries
considerations, and credit restrictions.
The future results of the Enel Américas operations may
the operational results and Enel Américas financial condition.
Any situation described beforehand could adversely affect
continue to be subject to greater economic and political
uncertainties, therefore, the likelihood of being able to
rely on the cash flows of those entities’ operations for the
payment of the Enel Américas debt.
Limits on Dividends and Other Legal Restrictions. Some of
The exchange risks could adversely
affect the results and the value in
dollars of the dividends paid to the ADS
holders.
the subsidiaries are subject to legal reserve requirements
If the functional currency in Enel Américas Financial
and other restrictions on the payment of dividends. Other
Statement was in Chilean pesos until December 31,
legal restrictions, such as currency controls, may limit the
2016, and in dollars since January 1, 2017 onwards, the
ability of subsidiaries and associates to pay Enel Américas
subsidiaries generate
income
in different currencies
dividends, and amortize credits or the Company will
(Argentine Pesos, Reales, Colombian Pesos and Soles).
distribute other distributions. Furthermore, the ability of
The South American country’s currencies in which Enel
any of the subsidiaries that are not wholly owned by Enel
Américas and its subsidiaries operate have been subject
Américas to deliver cash payments may be limited by the
to large devaluations and appreciations with respect to the
fiduciary duties of the directors of such subsidiaries to
dollar and may have important fluctuations in the future.
minority shareholders. Moreover, some of the subsidiaries
Historically, an important part of the consolidated debt has
may be required by local authorities, in accordance with
been denominated in dollars. Even though a substantial
applicable regulations, to reduce or eliminate the payment
part of Enel Américas income is linked to the dollar (mainly
of dividends. As a result of such restrictions, any subsidiary
coming from the generation and transmission businesses),
may, under certain circumstances, be prevented from
in general it has been and will continue to be exposed in an
delivering cash to Enel Américas.
important part to the fluctuations of local currencies with
respect to the dollar, because of temporary gaps and other
Contractual Obligations. The restrictions for the distribution
limitations.
of dividends include credit agreements that the subsidiary
Enel Generation Piura can prevent the payment of dividend
In the countries where operational cash flow are
and other distributions to shareholders if they are in non-
denominated in local currency, Enel Américas seeks to
compliance of certain financial ratios. In general, the credit
maintain debt in the same currency, but due to market
agreements ban any type of distribution in the event of non-
conditions this might not be possible.
compliance underway.
Subsidiaries Companies’ Operating Results.
The
subsidiaries may substantially decrease when
local
Due to this exposure, the cash generated by the
115
currencies are devalued with respect to the dollar. The
Enel Spa. (Enel) owns 51.8% of the share capital of Enel
future volatility in exchange rates in currencies in which
Américas. Enel, the controlling shareholder, can determine
Enel Américas receives income or in which incurs costs,
the results of almost every important issue that requires
can affect the business, financial condition, and operating
a shareholder vote, as is the appointment of the majority
results of Enel Américas.
of members in the Committee and, subject to legal and
Enel Américas is involved in several
litigations.
contract restrictions, the dividend policy. Enel can also
exert influence over the operations and strategy of the
business. Its interests may, in some cases, differ from the
minority shareholders interest. For example, Enel carries
Enel Américas is currently involved in several litigations
out its commercial operations in a field of renewable energy
that can conclude in unfavorable decisions of financial
in South America through the company Enel Green Power
fines for the Company. Enel Américas will continue to
S.p.a., in which the company has no capital interest. Any
be subject to future litigations that may have adverse
present or future conflict of interest that may affect Enel
substantial consequences for the business.
could be solved against Enel Américas interests, for these
The financial condition or operating results of Enel
the business and operating results may be seen affected
materials. Therefore, growth may be potentially limited and
Américas could be affected if it is unsuccessful in the
adversely.
litigation defense or other lawsuits that are filed against
the Company.
The energy sales contracts for the long
term are subject to fluctuations of the
market price of certain commodities and
other factors.
Environmental regulations in countries
where the Company operates and
other factors can cause delays, hinder
the development of new projects, or
increase the costs of operating and
general capital spending.
Enel Américas
is economically exposed to market
Enel Américas operative subsidiaries are subject to
price fluctuations of certain commodities due to long-
environmental regulations, which, among other things,
term energy contracts. Currently, 14.6% of the annual
require the Company to conduct environmental impact
estimated generation is sold on the basis of contracts
studies for future projects and obtain permits from
whose termination is in less than 10 years, and 18.8% on
regulatory entities, local and national. The approval of
the basis of contracts that end in less that 5 years. As the
these environmental impact studies may take longer
selling counterpart, the Company and its subsidiaries have
than planned, and also, can be retained by governmental
material obligations due to the long-term energy contracts
authorities.
Local
communities,
ethnicities,
or
at a fixed payment. The prices of these contracts are
environmental activists, among others, can intervene in
indexed at the value of different commodities, exchange
the approval process for delaying or impeding the project
rates, inflation, and the market electricity prices. Adverse
development. They can also look for judicial actions
changes to these rates could reduce the fees that a
and other actions, with adverse consequences for Enel
reasonably applied to the electricity sales contracts in the
Américas, if successful in their demands.
long term at a fixed price, which could adversely affect
the operational results and financial situation of Enel
In addition to the environmental matters, there are other
Américas.
The controlling shareholder could have
substantial influence over Enel Américas
and may have a different strategic vision
than the minority shareholders when
it comes to the development of the
Company
factors that can adversely affect the capability of building
new installations or completing projects currently under
development, including delays in the acquisition of
authorizations from regulatory organizations, shortage
or increases in the team prices, materials or work force,
strikes, adverse climatic conditions, natural disasters,
civil disturbances, accidents or other contingencies. Any
of these events could potentially have an adverse impact
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Enel Américas Annual Report 2016
on the operational results and financial conditions of Enel
The development of new plants and the existing ones
Américas.
can lead to opposition from diverse interest groups,
such as ethnic groups, environmentalists, landowners,
The delays or modifications of any proposed project, and
farmers, local communities, and political parties, among
the laws or rules that can change or be interpreted in a
others, which could affect the reputation and prestige of
way that can adversely affect the operations or plans for
the sponsoring company. For example, the hydroelectric
the companies in which Enel Américas has investments,
project “El Quimbo” in Colombia faced constant social
which can adversely affect the business, operational
lawsuits that have delayed construction and raised
results, and the financial condition of the Company.
costs. Since April 27, 2014, until May 12, 2014, a national
Power plants’ projects that can face a
significant opposition from different
groups can delay progress, raise costs,
hurt reputation, and potentially, result
in image deterioration when facing
stakeholders.
agricultural strike that involved communities near the
project, blocked roads, and occupied neighboring land.
Additional protests during 2014 blocked the entrance to
the construction site of the Balseadero viaduct and the
dam watershed.
The operations of the existing thermoelectric power
plants of Enel Américas can also affect the prestige
Enel Américas
reputation
is
fundamental
to
the
facing stakeholders due to emissions such as particulate
relationship with
the key stakeholders and other
matter, sulfur dioxide and nitrogen oxides, which could
interested parts. If the company does not have the
adversely impact the environment.
capacity to effectively manage, real problems or perceive
those that can negatively affect opinions towards the
The reputation damages may place considerable pressure
Company, the business, operational results, and financial
on the regulators, creditors, and other stakeholders, and
conditions can be affected in an adverse way.
lately, the fact that projects and operations are being
117
carried out is not optimal, creating a fall in the stock
the Company operates establish legal mechanisms for the
price, and making the capacity to attract or retain good
judicial authorities to impose work contracts if the parts are
employees difficult, which results in the damaging of the
not capable of reaching an agreement, which can increase
Enel Américas reputation with these interest groups.
costs from what was budgeted. Additionally, some
Enel Américas trusts in the electricity
transmission systems that are not their
property neither in their control. If these
installations do not provide a proper
transmission service, it can impede the
energy delivery that it sells to the final
clients.
In order to deliver the electricity sold, the Company depends
on the transmission system property of other companies
that are not related and are operated independently.
This dependency exposes the Company to severe risks.
If the transmission is interrupted or the transmission
employees have highly specialized abilities and certain
actions such as strikes, task abandonment, suspension,
for those employees could adversely impact the business
performance, operational result, and financial, as well as
their reputation.
The relative lack of liquidity and
volatility in the Chilean stock market
and its dependence on the economical
conditions in Latin America and other
parts of the world, could negatively
affect stock prices and the company’s
ADS.
capacity is inadequate, it can impede a sale and delivery
Even though the Company does not own assets in Chile,
of electricity. If the energy transmission infrastructure in a
its stocks are listed in the Chilean Stock Market, for which
region is inadequate, the recovery of costs and profits can
Enel Américas is regulated under the laws of the Republic
be insufficient. If restrictive price regulatory transmission
of Chile, as well as being placed in Chile. The Chilean stock
norms are imposed, the transmission Companies that
markets are substantially smaller and less liquid that the
Enel Américas supports may not have enough incentives
main stock markets in the United States. Additionally, the
to invest in the infrastructure expansions in transmission,
Chilean stock markets can be affected in an important
which could adversely affect operations and financial
measure by events in other emerging markets. The lack
results. Currently, the construction of new transmission
of liquidity in the Chilean market can damage the holder’s
lines are taking longer than in the past, mainly due to
ADS to sell ordinary retired stocks in the Chilean market
new social and environmental demands that are creating
of the ADS program, in quantity, price, and memento in
uncertainty about the possibility of completing the projects.
which they would like to. At the same time, the liquidity
Also, the increase in new NRCE projects congests the
and the stock market or ADSs can be affected by a series
current transmission system, since they are projects of
of factors that include variations in exchange and interest
rapid construction, while the new transmission processes
rates, and deterioration and volatility of the markets and
can take longer to be constructed.
any liquidity change, financial condition, results, and the
The business can experience adverse
consequences if it does not have the
ability to reach satisfactory agreements
in the collective negotiation contracts
with the unionized workers.
company’s profitability.
Also, the Chilean stock market can be affected in various
degrees by economic conditions and the other markets
in Latin America, in emerging markets and other parts
of the world. Although the economic conditions in these
countries can significantly differ from the economic
A large percentage of the employees are members of a
conditions in Chile, the investor’s reactions to changes in
union that has collective negotiation contracts that need to
the economies of any other country may have an adverse
be regularly renewed. The business, financial condition, and
effect on the market value and value liquidity for Chilean
operational results could be adversely affected in the case
issuers. A raise in the perceived risk of the investment
that an agreement cannot be found with any of the unions
in Latin American countries and other parts of the world
that the employees represent, or by an agreement with
may reduce the capital flows to Chile and negatively affect
the trade union that contains conditions that Enel Américas
the Chilean economy in general, and the Enel Américas
finds unfavorable. The laws in the various countries where
stockholders.
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Enel Américas Annual Report 2016
It’s not possible to ensure that the price or liquidity of the
any of these IT systems could have a material adverse
shares or ADSs in any market might not negatively affected
effect on operational results. In addition, cyber attacks can
by events in other Latin American countries or the global
have an adverse effect on the Company’s image and its
economy in general.
relationship with the community.
Lawsuits filed against Enel Américas in
the other countries of South America or
the claims against the Company that are
based on foreign legal concepts may not
be successful.
In recent years global cyber attacks on security systems,
treasury operations and IT systems have intensified. The
Company is exposed to cyber-terrorist attacks which are
aimed at damaging assets through computer networks,
cyber espionage in the pursuit of strategic information that
may be beneficial to third parties, and cyber theft of private
All of the Company’s assets are located outside of the
and confidential information, including information of the
United States. All the directors and all senior executives
company’s customers.
are domiciled outside the United States and most of their
assets are also located outside the United States. If any
The company has already suffered cyber attacks in the
investor were to file a lawsuit in the United States against
past, which have resulted in service interruptions. New
the Company directors, senior executives or experts, it
cyber attacks may occur and may adversely affect Enel
may be difficult for them to pursue a legal process within
Américas in the future.
the United States against such persons and may be difficult
for them to enforce, in the courts of the United States
or Chile, a judgment rendered in the United States based
on the civil liability provisions of the United States federal
securities laws. In addition, there are doubts as to whether
a successful action could be waived in Chile with regard to
the liability based solely under the guidance of the United
States federal securities laws.
Interruption or failure of the information technology
systems and communications systems or external attacks
or breaches of these systems could have an adverse effect
on operations and results.
The Company relies on information
technology, communication and process
systems (“IT systems”) to operate its
business, the failure of which could
adversely affect the condition of the
business, financial and operational
results.
IT systems are vital for power generating subsidiaries so
that they can monitor plant operations, maintaining the
power generation and network performance, adequately
generate customer invoices, achieve operational efficiency,
and meet service goals and standards. Distribution
subsidiaries could also be adversely affected as they rely
heavily on IT systems to monitor their networks, billing
processes for millions of customers, and customer service
platforms. Temporary or long-term operational failures of
119
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Enel Américas Annual Report 2016
Company
Reorganization
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Enel Américas Annual Report 2016
During 2016 a process of corporate reorganization process was concluded that pursued the division of Chilean and non-
Chilean companies.
The first phase of the reorganization consisted of the separation of the then Endesa Chile, Chilectra and Enersis between
the Chilean and non-Chilean businesses of electricity generation, distribution and transmission by means of a Spin-
Off according to the Chilean legislation (the “Spin-Offs”). Following the approval of the Spin-Offs by the respective
shareholders of Endesa Chile, Chilectra and Enersis at their Extraordinary Shareholders Meetings held on December 18,
2015. The companies division took place on March 1, 2016 and the Spin-Offs were concluded on April 21, 2016, giving
room for the creation and public listing of the shares of the new companies constituted by Spin-Offs, Enersis Chile S.A.,
Endesa Américas S.A. and Chilectra Américas S.A.
The second phase of the reorganization was the merger between the companies “Américas”, which consolidated non-
Chilean assets. On September 28, 2016, the respective shareholders of Enersis Américas, Endesa Américas and Chilectra
Américas approved the Endesa Américas Merger and Chilectra Américas, Enersis Américas, with Enersis Américas
remaining as the continuing company. The merger combined the non-Chilean generation, transmission, and distribution
businesses under a single company, contributing to the simplification of the group’s corporate structure and providing
benefits such as reducing the flight of cash flows in the subsidiaries, aligning strategic interests, taking more efficient
decisions and greater operational efficiencies.
On December 1, 2016, the Merger took place and from that date Enersis Américas has incorporated the entire shareholding
of Endesa Américas and Chilectra Américas and succeeded them in all their rights and obligations. On the same date,
Endesa Américas and Chilectra Américas were totally dissolved without liquidation. As a result of the merger, we issued
9,232,202,625 new shares and our final controlling shareholder, Enel SpA, now owns 51.03% of our shares.
As part of this process: (i) Enersis changed its name to Enersis Américas S.A. on March 1, 2016 and then to Enel Américas
S.A. on December 1, 2016); (ii) Endesa Chile changed its name to Enel Generación Chile S.A. on October 1, 2016; (iii)
Chilectra changed its name to Enel Distribución Chile S.A. On October 1, 2016, and (iv) Enersis Chile S.A. changed its
name to Enel Chile S.A. on October 1, 2016.
123
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Enel Américas Annual Report 2016
Regulatory Framework
of the Electricity Industry
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Enel Américas Annual Report 2016
Description of the Industry Sector
Enel Américas and its subsidiaries and jointly controlled companies participate in the generation, transportation, distribution
and sale of electricity in five countries, each of which has a regulatory framework, energy matrixes, participating companies,
and different growth and consumption patterns. The following is a brief summary of the main legal bodies that regulate
the activity, the market structure and the most relevant aspects regarding the agents of each of the countries where the
company operates.
Argentina
he Argentine electricity sector is governed by, among other
became valid in February of 2013 and was updated through
regulations, by Law N°15,336 of 1990 and Law N°24,065 of
the Resolution SE N° 529, N° 482, N° 22 in 2014, 2015, and
1992. The Wholesale Electricity Market (MEM) there are four
2016 respectively.
local agent categories (generators, transmission companies,
distributors and large clients) and foreign agents (generation
The transmission sector works in conditions of monopoly,
trading companies and demand
trading companies),
and is composed by several companies to which the Federal
companies that are authorized to buy and sell electricity and
Government grants concessions.
its related products.
The distribution sector, on its part, operates under monopoly
Originally the generation sector was organized on a
conditions and is served by companies that have also been
competitive base (marginalism), with independent generators
granted concessions. Distribution companies have the
that sold their energy in the MEM spot market or through
exclusive responsibility that electricity has to be available for
private contracts, to clients in the MEM contracts market,
final clients within a specific concession area, and does not
or to the “Administrative Companies in the Wholesale
consider if the client has a contract neither with the distributor
Electricity Market S.A.”
(CAMMESA)
through special
nor with a generator.
transactions such as contracts under the Resolution S.E.
Nº220/2007 and Resolution S.E. Nº724/2008. Nevertheless,
TIn 2002, due to the economic slow down that affected the
this regimen changed substantially in March 2013, when
country, Law Nº25,561 was enacted with emergency. The
the Energy Secretary approved Resolution S.E Nº 95/2013,
Law disrupted the American dollar parity and pushed the
which established a remuneration system for the generation
conversion from Argentine pesos from obligations and rights
based on average costs, forcing the delivery all the energy
assumed by the American currency. This forced nominal
generated to CAMMESA. This new compensation scheme
conversion from dollars to pesos and had a strong impact
127
in the whole Argentinian electricity industry. Additionally,
the Government approved several regulatory measures
that slowly intervened in the development of the industry.
The Emergency Law has been subject to successive
extensions and with regards to the last one, approved
through Law N°26,896, will be valid until December 31, 2015.
The pesification and devaluation of the economy forced the
Regulation
of Generation
Companies
renegotiation of all of the concession contracts. In particular,
The regulation of generation companies has suffered
the distribution sector and the company participated in the
important variations since the enactment of Law N°24,065
“Energy Distributing Companies from the South, S.A.”
until Resolution S.E.E Nº 22/2017. In accordance with the
(Edesur), and in 2006 with the Government when an Act
aforementioned Law, every generation agents from MEM
Agreement of Contractual Renegotiation was signed, that
must be connected with SIN (National Interconnected
subsequently was ratified through Decree PEN N° 1959/2006,
System) and are obligated to comply with the dispatch
which gradually has allowed the adaptation of tariff revenues
order to generate and deliver electricity, in order to sell
as a way to guarantee the business sustainability. The
in the spot market and in the forward market (MAT). The
implementation of this agreement was paralyzed since 2008
distribution companies, trading companies and large clients
and until this exercise, as explained below.
subscribed the private supply contracts with generating
companies, paying the contractual price directly to the
No generator, distributor, big user, nor any other company
generator, and in addition paying a fee to the transmission
controlled by any of the latter or under its own control, can be
and distribution company for the use of their systems.
the owner or majority shareholder of a transportation company
or its controlling companies. At the same time, transmission
With the objective of stabilizing generation prices facing
companies are forbidden to enter into generation activities,
tariffs for clients, the market defined a seasonal price
distributing, buying, and/or selling electricity. The distribution
being the price of the energy that distributors pay for
companies are not allowed to own generation units.
their energy purchases traded in the spot market. This
price is determined every six months by the Energy
Regulated clients are supplied by distribution companies
Secretary, after CAMMESA had carried out their spot price
with regards to regulated fees, unless they have a minimum
projections in a determined period, in order to adjust to
demand capacity of 30kW. In this case, they are considered
the differences between this price and the real cost of the
as “large clients” and can freely negotiate their prices with
original generating, the establishing fund was created. If
generation companies.
the seasonal price is lower than the cost of generating it,
it has to be removed from the fund to compensate the
On December 16, through Decree 134/2015 a national energy
generation; otherwise it contributes to the fund. Since
emergency was declared until December 31, 2017, where
2002, the Energy Secretary in practice has maintained the
the Ministry of Energy was instructed to elaborate and apply
average stationary price, without important variations. This
actions to the Generation, Distribution and Transmission
has created an important deficit in the stabilization fund,
industries with the objective of adapting the service quality
which has been covered by the Argentine state through
and supply security; and teaching the National Public
subsidies increasingly larger.
Administration how to carry out consumer rationalization
programs in the respective public bodies.
The approved resolutions created from the emergency
Law had a significant impact in energy prices. Between the
measures carried out it mainly highlights the Resolution
SE 240/2003, which modified the way to fix spot prices
when separating the calculation of marginal operating
costs. The main objective of Resolution SE Nº 240/2003
is to avoid the price indexation linked to the dollar, and
despite that the generation study is still based on the real
fuels used, the spot price calculation is based on absolute
gas availability to satisfy demand, even in circumstances
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Enel Américas Annual Report 2016
in which many generators generate with alternative fuels,
In 2012, the framework of the agreement achieved with the
such as diesel, due to the difficulty of supplying natural
Government to enable the development of our subsidiaries
gas. The value of water is not considered if its opportunity
in Argentina, on October 12 of 2012, Costanera subscribed
cost is higher than the generation cost using natural gas.
an agreement for the implementation of an investment
The Resolution also establishes the spot price limit is 120
plan for the generation units in Costanera power plant,
Ar$/MWh, which is still valid. The real variable costs of
whose purpose was to optimize reliability and availability of
thermal units that burn liquid fuels are paid by CAMMESA
the equipment, for a total amount of US$304 million, in a
through the mechanism denominated Transitory Dispatch
7-year term. The agreement also contemplates the payment
Overcost (TDO).
of contract maintenance obligations (Long Term Service
Agreement -LTSA-) of the combined cycle power plants.
Also, based on the dispositions included in the Emergency
Law, the payment for capacities is reduced from 10 USD
Subsequently, Resolution S.E. N° 95/2013 abandoned
to 10 pesos by MW-hrp (hrp: remunerated capacity hours).
the marginalizing pricing system, thus entering into a
Subsequently, the capacity warranty is slightly raised to 12
recognition mechanism of average costs. The Resolution
pesos, approximately ⅓ of the value paid before the 2002
recognizes fixed costs remuneration, variable costs and
crisis.
additional remuneration. Fixed costs are remunerated (in
$/MW-hrp) in function to technology, scale, and available
On December 2004, the Energy Secretary approved the
power. It’s also subject to the achievement of goals related
Adherence Act through the Resolution 1427/2004, for
to the availability established. In terms of variable costs,
the Rehabilitation of Wholesale Electricity Market. The
the operational costs are remunerated and maintenance
majority of the generators signed the Act, including the
in function to the energy generated (in $/MWh), according
generation companies owned by Enersis. With regards
to the fuel utilized, and its technology (the generators do
to this Resolution, the Secretary created a fiduciary
not have fuel costs since this is provided by CAMMESA).
fund, named FONINVEMEM, where private generators
Lastly, the additional remunerations are calculated in
provided part of the energy sold during 2004 to 2007 for
function of the total energy generated (in $/MWh),
the construction of two new combined cycles. Also in this
considering the technology and generator scale. Part of
new capacity, in 2010 the generation companies owned by
these remunerations is accumulated in the fund that will
Enersis, along with other companies, participated in the
be used to finance the new investments in infrastructure
creation of another trust for the construction of another
in the electricity sector.
combined cycle, expecting the closing of a combined cycle
for October 2016. There was part of the energy credits for
The Resolution rules generators, cogenerators and auto
to the energy sold in the period 20018 to 2011 allocated to
generators, except the power plants that started operations
this new project.
as of 2005, the nuclear power plants, and the generation
129
of hydroelectric binational power plants; reserves and
Resolution SEE N°19/2017, was enacted on February
centralizes in CAMMESA the commercial management
1, 2017, defines a minimum remuneration for capacity
and the dispatch of fuel and suspends the celebration of
and scale, additionally for the thermal units establishes
bilateral energy contracts between generators and MEM
the possibility of offering the availability of with a same
agents, and the latter should acquire electricity energy
differential remuneration for every thermal technologies.
demand with CAMMESA. Resolution SE N° 529/2014
The thermal generator may declare every summer the value
mainly performs the value actualization for Resolution
of the firm capacity to commit for each unit during a 3-year
SE N°95 and incorporates the non-recurring maintenance
period, being able to discriminate between summer and
remunerations for thermal power plants.
winter periods (adjusts can be made in the same period).
Resolution SE N°482 of 2015 updated the remunerations of
of Commitment of Guaranteed Availability is habilitated,
generation companies in force since February 2014 pursuant
along with the information required by the Seasonal Winter
to Resolution 529/2014, thus creating a new position, with
Program, in force since May 1 until October 31, 2017.
As the exception and for the year 2017, the declaration
the objective of financing investments that have not been
used and excludes hydroelectric power plant from the
The thermal generator will sign a Commitment of Guaranteed
variable payments for energy transport and determined the
Availability contract with CAMMESA, but will give to the
remunerations for wind energy power plants, photovoltaic
corresponding demand as determined by Secretary of
solar energy, biomass/ biogas and
internal engine
Electric Energy. The remunerations that the unit will receive
combustion. On March 30, 2016, the Secretary of Electric
with the capacity commitment will be proportional to its
Energy, depending on the Ministry of Energy and Mining,
performance, and the minimum value will be calculated in
through the Resolution N°22/2016, updated all of the
relation to the minimum price.
remuneration values of Resolution SE N°482/2015, replaced
Annexes I, II, III, IV. V, VI, and VII of the aforementioned
With respect to the hydroelectric power plants, a new
Resolution.
scheme to evaluate capacity was defined, based on the
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Enel Américas Annual Report 2016
real capacity available (implying a greater value of capacity
CAPACITY REMUNERATIONS FOR HYDROELECTRIC
with respect to the previous regulation). Likewise, they
POWER PLANTS
introduce a base capacity value, and another additional
Minimum Price (since February 2017)
discriminated from May to October 2017, and starting from
Chocón
November 2017.
Arroyito
2,000 U$S/MW-month
3,000 U$S/MW-month
The Resolution establishes the following remuneration
Additional Price
values, which are defined in dollars (conversion considers
May 17-Oct 17
500 U$S/MW- month
the exchange rate published by the Central Bank of the
Nov 17 onwards:
1.000 U$S/MW- month
Republic of Argentina of the last business day) and the
maturity dates are established by CAMMESA’s Procedures:
From November 2017, 50% of the additional remuneration will
depend on the disposal of large events insurance (turbines,
CAPACITY REMUNERATIONS FOR THERMAL POWER
etc) and the progressive modernization of control systems.
PLANTS
Minimum Price (since February 2017)
REMUNERATION BY ENERGY
Large Cycles
3,050 U$S/MW-month
Energy Generated
Large TV
Large TG
Engines:
4,350 U$S/MW- month
Cycles and TV
3,550 U$S/MW- month
5,700 U$S/MW- month
Base Price for Committed
Remunerations
May 17-Oct 17
6,000 U$S/MW- month
Nov 17 onwards:
7,000 U$S/MW- month
Hydroelectric
Gas
Liquid
Engines
Gas
Liquid
5 U$S/MWh
8 U$S/MWh
7 U$S/MWh
10 U$S/MWh
3.5 U$S/MWh
Additional Price for Committed
Remuneration (Maximum)
May 17-Oct 17
Nov 17 onwards
: 1,000 U$S/MW- month
: 2,000 U$S/MW- month
Energy Operated (associated to Rotant Capacity)
Thermal
Hydro
2 U$S/MWh
1,4 U$S/MWh
Energy values are defined at the Node.
The maximum price given the offers that should be awarded
For the cases in which generators have requested a loan
by CAMMESA, with regards to the needs defined for the
for maintenance, 1 US$/MWh will be discounted for each
system to face critical situations.
energy generated by the Power Plant until paying the
balance due for large and/or extraordinary maintenances.
131
Regulation of Distribution Companies
The distribution of activities is carried out by companies
Revision (ITR) were distributiom companies pending under
that obtain concessions. Distribution companies must
national jurisdiction.
supply all of the electricity demands in their concession
areas exclusive to prices (fees) and conditions established
In this way, and with respect to Edesur, in 2006, the
in the Regulation. The concession agreements include
distribution company subscribed to an “Agreement Act
penalties for the failure to provide electricity service. The
for the Renegotiation of a Concession Contract”. This
concessions were given for distribution sales and retail
agreement established, between other conditions, a
sales. The concession periods are divided in “management
transitory fee regime that included the increment of
periods” that allow concessions abandon the concession
28% of VAD, with biannual updates; a service quality
every certain amount of time.
regime, and a process of Integral Tariff Revision (ITR) to
be implemented by ENRE. The semi-annual adjustment
Since 2011, there are two electricity distribution areas
mechanism was set in function of the evolution an inflation
subject to federal concessions. These concessionaires
index, denominated by the Cost Monitoring Mechanism
are Edesur and Edenor, both located in the city of Buenos
(CMM). The first inflation updates occurred in 2008, but
Aires and Gran Buenos Aires. Until 2011 Edelap was also
starting this year they have not been officially recognized.
under federal jurisdiction.
Nevertheless, the Argentine Government has created
Most of the distribution companies renegotiated their
companies to continue providing electricity services.
contracts during 2005 and 2006, although fees were
partially and temporarily increased, the Integral Tariff
One of these alternatives has been denominated the
many regulatory alternatives that have allowed distribution
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Enel Américas Annual Report 2016
Rational Use of Electric Energy Program or PUREE.
into account the Integral Tariff Revision (ITR) whose
This Program was created in 2004 by the Secretary of
completion date is not defined, creates the difference
Energy, establishing bonds and penalties for the clients
between a theoretical tariff framework and the current
depending on the level of energy savings based on a
tariff framework for each user category, depending on
consumer reference. The net difference between bonds
the E.N.R.E. calculations and the tariff will not translate
and penalties were originally deposited in the MEM
if it will be covered through transfers from the Electricity
Stabilization Fund, but was later modified by requests from
Wholesale Administrating Company S.A. (CAMMESA) with
Edesur and Edenor, so that distribution companies may
funds from the National Estate; (ii) considers that starting
use these resources to compensate the cost variations
February 1° of 2015 the PUREE funds are considered as
of the cost increases (MMC) that are not recognized.
Edesur income, also to the RTI account. (iii) reiterates the
Thus, on May 7, 2013, the Secretary of Energy approved
recognition and compensation procedures of certain costs
the 250/2013 Resolution, which determines the MMC to
incurred in the service delivery and distribution of electric
charge until February 2013 and allows the compensation
energy from Resolution SE N° 250/2013 until January
of the corresponding debts from the PUREE program and
31, 2015; and (iv) instructs CAMMESA on emitting sale
other debts that Edesur accumulates with the system.
liquidation dated with an expiration date to be determined
Developing this Resolution, on November 6, the Secretary
(LVFVD) by the sums that would have determined
of Energy published Note 6852 in which Edesur and Edenor
E.N.R.E. in virtue of the higher salary costs of the Society
were authorized to conduct compensations of the MMC
originating from the application of Resolution N° 836/2014
with debt generated starting with the PUREE program for
of the Secretary of Labor. Additionally, it anticipates the
the March-September 2013 period.
remaining balances cancellation in favor of the Wholesale
Electricity Market (MEM) through a payment plan to be
During 2014, through Resolution S.E. N° 4012 and the
determined.
Resolution ENRE N° 112606 once again authorized the
MMC-PUREE compensation for the period of October
Subsequently, through the Note SE N° 1208, the Secretary
2013-March 2014. Additionally, through Resolutions S.E.
of Energy directed CAMMESA the method to calculate
N°486 y N° 1136 the MMC-PUREE compensation was
the debt that EDESUR maintains with the MEM for the
authorized for the April-August 2014 and then for the
economic energy transactions incurred on January 31,
September-October 2014 period as well. The accounting
2015, and its compensation with the credits that come up
effects of said compensations positively affected the
during the application of the Monetary Cost Monitoring
financial results of the company. At the same time,
(MMC). As a consequence of it, during the first semester
additional charges have also been approved in client fees
of 2015 net financial income of $628.6 million was
to finance new expansions in investments and the quality
recognized.
of distribution companies. Similarly, in November 2012,
the Resolution ENRE 347 was approved, which eased the
PEven though Resolution SE N° 32/2015 represents the first
application of this differential charge for client accounts
step towards an improvement of the economic situation
in the future RTI. The application of the charge supposes
of the Company, this also expects that investments will
for Edesur an additional annual income of 437 million
continue to be financed with debt through CAMMESA, thus
argentine pesos, which represented a 40% VAD and 20%
solving mechanisms that allow remaining loan repayment
tariff increases.
in favor of MEM still remains, as well as updating income
that contemplate the raise in operative costs. The fees, on
On March 13, 2015 the Official Bulletin for Resolution SE
their part, have remained frozen since 2008.
N° 32/2015 was published, which meant the accountable
recognition of an income of ARS$2,339 million. The most
In January 28, 2016, after the seasonal price changes,
important aspects of this resolution are: (i) approves a
the Emergency Resolution No. 7/2016 was issued by the
transitory increase on the Edesur income valid starting
Ministry of Energy and Mining. The resolution introduced
February 1 of 2015 exclusively destined to the payment
by the ENRE to adjust Edenor and Edesur fees through
of energy that is acquired in the electricity market, from
a transitory tariff until the RTI start to be applied, which
wages, and provisions and services; said increase, taking
is expected for December 31, 2016. Also, Resolution No.
133
7/2016 suspends the PUREE and requires the application
of a subsidy rate for the more vulnerable clients.
In January 29, 2016, the ENRE issued Resolution No.
1/2016 with a new transitory tariff valid from February 1,
2016. Its application is included in Resolution MEM No.
7/2016, which changed the supply procedures and defined
a monthly Billing.
Also, the ENRE issued Resolution No 2/2016, which ended
the FOCEDE and established a new procedure for funds
from Resolution ENRE 347/12, in substitution for Edesur
and Edenor confidence for a commercial account.
On April 5, 2016, Resolutions N° 54 and 55 were enacted
by the National Electricity Regulating Entity. The first
approves the Bases and Conditions for Private Companies,
for the hiring of a Consultant for the RTI of EDESUR and
EDENOR, and the second approves the timetable and
emits guidelines for the same, indicating that ENRE
defines the Parameters of Quality and the RATE.
Continuing with the tariff renegotiation process, on
August 8 the ENRE issued Resolution 463/16, which
provide details of the parameters of the technical service
and quality, and the cost and values of unsupplied energy
required for the modification of the RTI. This also receives
most of the contributions and modifications demanded by
EDESUR to the draft that was informally delivered.
Similarly, on August 29 through Resolution ENRE 492/16,
the Quality of Commercial Service and Technical Product
Parameters were defined. This
resolution contains
economic signals towards the fulfillment of deadlines and
times of supply replenishment reductions.
On the other hand, on August 3, the regulation entity
proceeded to inform the value of the Rate of Profitability.
This was established on Resolution ENRE 494/16 at
12.46% before taxes and 8.1% after taxes.
On September 1, EDESUR proceeded to the final
presentation of the
investment plan requested by
Resolution ENRE 55/16 and then receiving from the
Secretary of Electric Energy the note NO-2016-01193698-
APN-EDESUR RTI which established that credit and
debit from the disregard of the Agreement Act would be
treated separately from the income required from the RTI
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Enel Américas Annual Report 2016
and proceeded to complete on September 6 the related
reports with Fundamentals and the criteria of the proposal.
Exploitation Costs. Requires the income and calculation
of fees. The Tariff Structure and Wholesale transfer costs.
The updating mechanisms of the Company’s distribution
costs, results and economic financial model. This method
concluded with the delivery of formal final reports required
for the aforementioned resolution.
On September 28, through Resolution ENRE 0522/2016,
the regulating organism decided to call for a Public
Audience with the objective of acknowledging and listening
to opinions with regards to Tariff Proposals presented by
the distributing companies for the next five-year period;
this is part of the Integral Tariff Revision Process (RTI) and
with previous character to define the tariffs to apply by the
referred Subsidiaries in said five year period.
On Wednesday February 1, 2017, the ENRE published
Resolution N° 0064 which closed the RTI process and as a
result, establishes the annual remuneration recognized by
EDESUR S.A. amounting to $14,539,836,941.
With regards to the application of new structures and tariff
charges, the MEyM considered as timely and convenient
to instruct the ENRE to limit the VAD increases that
emerged as an RTI process results to be applied starting
February 1, 2017, to a maximum of forty-two percent
(42%) with respect to the valid VAD at that date, having to
complete the resulting value application of the new VAD,
in two stages: the first in November 2017, and the last on
February 2018.
Also, it was decided that the ENRE must recognize
EDENOR S.A. and EDESUR S.A. the VAD difference that
is produced by the application of gradual fee increases
recognized by RTI, in 48 (forty-eight) installments starting
from February 1°, 2018, which increases the resulting VAD
value as of that date.
The regulation also sets revenues updates mechanism for
the distribution companies as a result of price variations in
the economy and all of the other issued related with the
quality of the service delivered and supply regulation.
Resolution SEE N° 20/2017 on seasonal prices valid from
Once this regulatory framework is established with regards
declared that the transition tariff phase of EDESUR was
to the distribution tariffs regime including the instructions
met, and the Settlement Act that the company adheres as
enacted by MEyM, and the resolutions contained in
established in its Concession Contract.
the corresponding invoice of February 1, 2017, it was
135
Regulation of
Transmission
Environmental
Regulation
Transmission was designed on the basis of general
The electricity installations are subject to environmental laws
conception and the principles established by Law 24.065,
and regulations, federal and local, including Law Nº24,051,
adapting the activities to the general criteria contained in
or Dangerous Waste Law, and its annexed regulations.
the concession given by Transener S.A., in Decree 2.473/92.
For technological reasons the transmission business is
In the electricity sector, certain obligations to inform and
related to economies of scale that do not allow competition,
monitor impose on emission standards. The non-compliance
therefore it is a monopoly and is subject to considerable
of these requirements forces the Government to establish
regulation.
penalties, such as suspension of operations that, in the
case of public service, can result in the cancellation of
concessions.
Law Nº26,190, enacted in 2007, defined the use of renewable
sources for the generation of electricity as national interest
and set as a goal 8% of the market participation for
renewable energy in a 100-year term.
On October 21, 2015, the Official Bulletin published the
new Law 27,191, of Renewable Energy in Argentina,
modifying the Law N°26,190. The new regulation postpones
to December 31, 2017, with the objective of reaching 8%
participation in the national demand with the generation
of renewable sources and establishing as a second stage
objective to reach 20% of participation by the year 2025,
and setting mid goals of 12%, 16%, and 18% for the end of
the years 2019, 2021, and 2023. The sanctioned Law creates
a Fiduciary Fund (FODER) that could finance projects, give
tax benefits to the renewable energy projects, and establish
the non application of specific tributes, national royalties,
regional and municipal until December 31 2025. The clients
categorized as Big Users (>300 Kw) should individually fulfill
the participation of the renewables, establishing establishing
that the price of these contracts cannot be superior to 113
US$/MWh, and setting penalties to those who do not fulfill
these objectives. The law regulations are still pending.
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Enel Américas Annual Report 2016
Brazil
Industry Structure
The Brazilian electricity industry is organized in a large
Price of Differences (PLD), which takes into account the
interconnected system,
(the National
Interconnected
risk aversion curve of the agents.
System), which comprises most of the regions of Brazil,
and several other smaller isolated systems. The generation,
The transmission works under monopoly conditions. The
transmission, distribution and commercialization are
Brazilian government sets tariffs for transmission for the
legally separated activities in Brazil.
companies. The charge for transmission is fixed and the
transmission revenue does not depend on the amount of
The industry is regulated by the Federal Government
electricity transmitted.
through the Ministry of Mines and Energy (MME) and by
the National Electric Energy Agency (ANEEL).
Distribution is a public service that also works under
monopoly conditions and is provided by companies that in
According to Law No. 10,848 of 2004, the wholesale
turn have received concessions. Distribution companies in
electricity market as a tool for spot price formation is
the Brazilian system are not entitled to: (i) develop activities
residual. On the other hand, the wholesale price is based
related to the generation or transmission of electricity; (Ii)
on the average bid prices, with independent bidding
sell electricity to unregulated customers, except to those
processes for existing energy and “new” energy. The latter
within its concession area and under the same conditions
include long-term contracts in which the new generation
and tariffs applicable to its captive clients of the Regulated
projects must cover the growth of demand foreseen by
Market; (Iii) maintain, directly or indirectly, equity interest
the distributors. The “old” energy tenders consider shorter
in any other company, corporation or partnership; or (iv)
contracting periods and seek to meet the contracting
develop activities that are not related to their respective
needs of the distributors that arise from the expiration
concessions, except those permitted by law or in the
of previous contracts. Each bidding process is centrally
relevant concession agreement. Generation companies
coordinated, the authority defines maximum prices and,
are not authorized to have equity interest in distribution
as a result, contracts are signed where all distributors
companies in surplus of 10 percent.
participating in the process buy at fair appointment from
each of the generator providers. The price at which spot
The unregulated market includes the sale of electricity
market transactions are settled is called the Settlement
between generation
concessionaires,
independent
137
producers, self-producers, electricity traders, electricity
power supply directly with generators or traders.
importers, unregulated consumers and special customers.
It also
includes contracts between generators and
The Brazilian system is coordinated by the Brazilian
distributors existing under the old regulatory framework,
Electrical System Operator (ONS) and is divided into four
until its expiration. New contracts must be adjusted to the
sub-systems: Southeast/Center-West, South, Northeast
new regulatory framework. According to the specifications
and North. In addition to the Brazilian system there
established in Law 9,427/96, unregulated consumers in
are also some isolated systems; in other words, those
Brazil are those that: (i) demand a capacity of at least 3,000
systems that are not part of the Brazilian system and are
kW and choose to contract the supply of energy directly
generally located in the northern and northeastern regions
with generators or marketers; or (ii) demand a capacity in
of Brazil, and have only coal or oil thermal power plants as
the range of 500 to 3,000 kW and choose to contract the
their unique source of energy.
Regulation in Generation Companies
Generation Agents, whether
public
generation
as the Free Contracting Environment (ACL) in which
concessionaires, IPPs or auto producers, as well as
energy purchases are made directly between suppliers
Marketing Agents, can sell electricity in two contracting
and their customers. Regardless of the ACR or ACL,
environments.
First,
the Regulated Contracting
the sales contracts of the generators are registered
Environment
(ACR), where distribution companies
in the Câmara de Comercialização de Energia Elétrica
operate, in which the purchase of energy must be
(CCEE) and form part of the basis for quantifying and
done within the framework of the bidding process
determining adjustments for differences in the short-
coordinated by ANEEL; and the other denominated
term market.
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Enel Américas Annual Report 2016
According to market regulation, 100% of the energy
During 2016, Law 13,360 was published with several
demanded by the distributors must be satisfied through
changes to the sector, among which we highlight:
contracts in the current regulated environment. Thus, the
regulated purchase price for the formation of tariffs for final
> Permits for distribution companies that sell the surplus
users is based on the average prices of tender offers, with
contracts to free consumers
independent bidding processes for ‘new energy’, ‘existing
> Renewal of hydroelectric concessions <= costly 50MV
energy’ and ‘reserve energy’. The “new” and “old” energy
> Compensation to hydroelectric generators due to ther-
auctions are made to meet the demand of the distributors
mal generation outside the order of merit
market. Reserve Auctions are made to increase the security
> Changes in the periods of the auctions (terms)
of the power supply in the National Interconnected System.
Since 2015, the auction has been created for hydroelectric
In search of a solution to the impacts caused by droughts,
plants that have not extended their concession contracts,
ANEEL, in December 2015, approved the conditions for
according to Law 12,783/2013. This auction allows a part of
a “renegotiation” of hydrological risk with the generation
the generated energy to be sold in quotas and the other
agents participating
in
the Energy Reassignment
part in the free market (the percentage is defined in each
Mechanism (MRE). To adhere to the “renegotiation”, it was
auction). The winner is the entrepreneur who pays the
necessary to waive the lawsuits. There was significant
biggest bonus for the concession.
adhesion by regulated market centers, however, there was
The “new” energy tenders include long-term contracts (20-
the conditions were not interesting. Currently, there is still
25 years for thermal plants, 30 for hydro, 20 for solar and
a part of generators with provisional and/or precautionary
wind), in which the new generation projects must cover
measures that limit their risk and transfer part of the costs
no adhesion of power plants in the free market, because
the growth of demand forecasted by the distributors. The
to consumers.
“old” energy tenders consider shorter contracting periods
and seek to meet the contracting needs of the distributors
ANEEL annually validates, by resolution, the minimum
that arise from the expiration of previous contracts, so
and maximum values of the PLD, so that by 2017 the
that energy can be sold at lower prices. Each bidding
maximum and minimum PLD are set at R$533.82/MWh
process is centrally coordinated, the authority defines
and R$33.68/MWh, respectively. The calculation of the
maximum prices and as a result, contracts are signed
maximum PLD considers the variable costs of operation
where all the distributors participating in the process buy
of the thermoelectric plants. For the minimum PLD is
fairly appointed from each of the generators.
considered the costs of operation and maintenance of
hydroelectric power plants.
The Decree 5,163/2004 establishes that selling agents
must ensure 100% of physical coverage for their energy
Regarding
regulated power biddings,
in order
to
and power contracts. This coverage can be constituted by
reconstitute the energy supply, in 2016, three biddings
physical guarantees of their own generating plants or of
were carried out with energy Assigned:
any other plant, the latter through a contract of purchase
of energy or power. Among other aspects, Resolution
> 1 bidding A-1: 21 MW-mean, with two years of energy
109/2004 of ANEEL specifies that when these limits are
supply.
not met, agents are subject to financial penalties.
> 1 bidding Energy Reserve: 95.4 MW-means, assigned
In 2016, the economic context of the country has led to
> 1 bidding A-5: 201,8 MW-means, assigned to Hydro
a situation of surplus energy, so some measures were
(17%), small hydro (41%), Biomass (40%) and Gas 2%)
established to reduce surpluses of distribution companies,
at an average price of 198.59 R$/MWh.
to small hydros at an average price of 227,02 R$/MWh;
such as the possibility of bilateral agreements between
generators and distributors for temporary, partial or
termination of the PPA. But these measures were not
effective and still the distributors have surpluses over the
review for consumers.
139
Regulation in Distribution Companies
In the regulated market, distribution companies buy
All tariff revisions and repositioning are approved by
electricity through biddings that are regulated by ANEEL and
ANEEL.
organized by CCEE. Distributors must purchase electricity
in public biddings. The Government also has the right to
In tariff revisions (RTO and RTE), ANEEL reviews the
call for special biddings for renewable electricity (biomass,
rates in response to changes in energy costs and market
mini hydro, solar and wind power plants). ANEEL and CCEE
conditions. When adjusting distribution rates, ANEEL
hold annual bids. The recruitment system is multilateral,
divides the Annual Reference Value, that is, the costs of the
with generating companies that sign contracts with all the
distribution companies in: (i) costs unmanageable by the
distributors that convene the biddings.
distributor, also called “Parcel A”, and (ii) manageable costs
by the distributor or “Parcel B”, the latter corresponding to
The Concessions Law establishes three types of tariff reviews
what we know as Value Added Distribution (VAD).
or adjustments to final consumers: The Tariff Repositioning
Index (IRT), which implies an annual adjustment of the
The ordinary tariff review takes into account the entire
rate for inflation; The Ordinary Tariff Review (RTO) to be
tariff setting structure of the company, including the
carried out every four or five years according to each
costs of providing services, the costs of buying energy as
concession contract, and the Extraordinary Tariff Review
well as the return for the investor. Under its concession
(RTE), which are carried out when a relevant event occurs
contracts, Coelce and Ampla are subject to tariff revisions
in the sector that significantly affects the value of the tariff.
every four and five years, respectively. The basis of the
In this way, the Law guarantees an economic and financial
assets to calculate the return allowed to the investor is
balance for a company in case that there is a substantial
the replacement market value, depreciated over its useful
change in its operating costs. In the event that the cost
life from an accounting standpoint, and the rate of return
of components for Parcel A, such as energy purchases or
on the distribution asset is based on the Average Capital
taxes, increase significantly within the period of two annual
Cost Weighted, or WACC for a model company. The WACC
tariff adjustments, the concessionaire may submit a formal
is reviewed in each rate cycle. The value of the WACC for
request to ANEEL for these costs to be Transferred to the
distribution is currently in effect at 12.26% real pre-tax
final customers.
rate.
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Enel Américas Annual Report 2016
The regulatory mechanisms ensure the creation of
Values Applied for Tariff Banners in 2016
regulatory assets or liabilities, whose tariff rebuilding occurs
in subsequent tariff adjustments (March 15 for Ampla and
April 22 for Coelce). This mechanism has existed since
2001, and is called the Parcel A Securities Compensation
Account (CVA). Its objective is to keep constant operating
margins for the concessionaire in order not to allow tariff
gains/losses due to the variation of Parcel A costs.
The Securities Compensation Account (“CVA”) helps to
maintain market stability and allows the creation of deferred
costs, which is compensated by tariff adjustments based
on the necessary rates to compensate for the deficits from
the previous year.
Description
Favorable
conditions
for energy
generation
Less favorable
generation
conditions
More expensive
generation
conditions
More expensive
generation
conditions
Green
Yellow
Red
Level 1
Red
Level 2
Applied when
CMO is…
(R$/MWh
Additional in
Tariff
(R$/kWh)
< 211.28
No additional
fee
> 211.28 <
422.56
> 422 <
610.00
+ 0.015
+ 0.030
> 610.00
+ 0.045
In summary, with this mechanism, the cost of generation
In December 2014 the distributors in Brazil, including the
that is currently transferred to the customer only once a
Enel Group, signed an addendum to the concession contract
year (when the annual rate adjustment is made) will have
that allows these regulatory assets (CVA’s and others) to be
a monthly variation, therefore the customer will be able to
part of the indemnifying assets at the end of the concession,
have a better management of the electricity consumption.
in the event that it is not be possible to compensate through
In other words, consumers will be aware of a lower tariff
tariffs at that time. Thus, in accordance with the IFRS rules,
readjustment, since they are already paying a higher value
the accounting of these assets is allowed.
during the month.
To cover the energy surcharge caused by the drought in
The drive values of the flags for the year 2017 are still under
2014, the Government has created the ACR account through
discussion between ANEEL, the agents and the society
bank loans to be paid within two years for the tariff. In 2014
through the public hearing nº 91/2016.
the distributors used an approximate amount of 18 billion
reals of the ACR account, however, it was not enough to
cover the entire deficit. A new loan to the ACR account was
approved in March 2015 to cover the deficits of November
and December of 2014. An extension of the repayment term
for all loans was approved, which should now be paid in 54
months starting from November 2015.
Due to the mismatches between the costs recognized
in tariff and the real costs outside the management of
the distributor, and intensified by the implicit costs of the
drought, ANEEL, in January 2015, began to implement a
system (known as Tariff Banners) of additional monthly
charge on the consumer rate provided that the marginal cost
of the system reaches levels above the regulatory standard.
The objective of the regulator is to give the consumer an
economic signal of the cost of the generation already in the
subsequent month, moving forward an amount (of right)
that the Distributor would only collect it in next tariff event.
This mechanism - described below - consists of four levels
of flags: green, yellow, red level 1 and red level 2.
141
Regulation
in
Transmission
2016 Adjustments
(Ampla, Coelce and
Enel CIEN)
Any agent in the electricity market that produces or
In 2016, the two distribution and the transmition companies
consumes energy is authorized to use the Basic Network.
in Grupo Enel in Brazil have had the following adjustments
Free market consumers also have this right, subject to
in their tariffs:
compliance with certain technical and legal requirements.
Free access is guaranteed by law and supervised by ANEEL.
The operation and administration of the Basic Network is the
responsibility of the ONS, which also has the responsibility
Compañía
Ampla
Coelce
of managing the dispatch of energy from the plants in
Enel CIEN
optimum conditions, involving the use of the interconnected
system, reservoirs and thermal plants.
% Adjustment in 2016
7.38%
12.97%
9.32%
On April 5, 2011, it was published in the Official Gazette,
the Ministerial Docks 210/2011 and 211/2011, which equate
the two interconnection lines of the Energy Interconnection
Company, S.A. to concessions of public service, with
payment according to a regulated toll. The Annual Permitted
Remuneration (hereinafter “RAP”) is adjusted annually, in
June, by the National Broad Consumer Price Index (“IPCA”)
with tariff revisions every four years. It was defined a Gross
Remuneration Base of $1,760 million of Reals (US $885
million) and a Net Base of $1,160 million Reales (US $585
million). In 2012 ANEEL authorized the implementation of
reinforcements in the transmission facilities, recognizing an
additional investment of $47 million reals (US $23 million),
in the Remuneration Base. The applicable remuneration
rate was defined in agreement with the current regulation
at 7.24% (real after tax). The authorization period is until
June 2020, for Line 1, and until July 2022, for Line 2, with a
welfare compensation for unamortized investments.
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Enel Américas Annual Report 2016
Colombia
Structure of the Industry
Law 142 of the Home Public Services, and the 143,
responsible for the planning and expansion of the network
Electricity Law, structurally reformed the Colombian
and the Superintendence of Industry and Commerce (SIC)
electricity sector both enacted in 1994. According to Law
which is the national authority for competition protection
143 of 1994, the different economic agents, private, public
issues.
or mixed, can participate in the activities of the sector, and
have the liberty to develop their functions in the context of
The CREG is empowered to issue regulations governing
free competition in the market. To operate or start projects,
technical and commercial operations as well as tariffs
it must be obtained, from the competent authorities, the
for regulated activities. The main functions of CREG
authorization for the different environmental, sanitary
are to establish the conditions for the progressive
and water rights, and those where municipal sanction is
liberalization of the electricity sector towards an open
required.
and competitive market, to approve charges for networks
and transmission and distribution costs for the supply of
The Ministry of Mines and Energy (MME) defines the
regulated customers, to establish the methodology to
Government’s policies for the energy sector. Other
calculate and set maximum tariffs for the supply of the
government entities that play an important role in the
regulated market, establish standards for the planning and
electricity industry include: Superintendence of Home
coordination of the operations of the System, establish
Public Services (SSPD), entity that monitors and audits
technical requirements for quality, reliability and security
all the public service companies; the Energy and Gas
of supply, and protect the rights of customers.
Regulation Commission (CREG), which regulates electricity,
natural gas, liquefied petroleum gas (LPG), and liquid
The Wholesale Energy Market in Colombia is based on
fuels; the Energy Mining Planning Unit (UPME), which is
a competitive market model and operates under open
143
access principles. The operation and administration of the
the actors that provide electricity generation, transmission
MEM is centralized in a Market Operator made up of the
and distribution services, and the users of these services.
Administrator of the Trade Exchange System (ASIC) and
The marketing can be carried out along with other activities
the National Dispatch Center (CND).
of the electric sector or not.
The generation sector is organized on a competitive basis.
Transmission operates under monopoly conditions with a
The electricity transactions in the WEM are carried out
guaranteed annual fixed income which is determined by
under the modalities of the spot market of energy (Short
the new replacement value of networks and equipment
term or daily market); Bilateral Contracts (Long Term
and by the value resulting from the bidding processes
Market) and Reliability Charge. Generation companies must
that add new projects for the expansion of the National
participate in the central office in a mandatory manner,
Transmission System (STN). This value is distributed among
with all of their generation plants or units connected to
all the retailers in the market in proportion to their energy
the Colombian system whose capacities are equal to 20
demands. The National Interconnected System (SIN)
MW or higher (plants with capacities between 10 and 20
supplies 98% of the national demand. Non-interconnected
MW can optionally participate). The generation companies
systems serve isolated areas of the country.
that participate in the central office must declare the
commercial availability of their generation resources and
Distribution is defined as the operation of local distribution
offer the price at which they wish to sell it. This energy
networks and regional transmission. Any customer can
is centrally dispatched by the National Dispatch Center
have access to a distribution network in which he pays
(CND) with economic optimization criteria and respecting
a connection fee. Distribution companies, or network
the electrical and operational restrictions of the system.
operators, are responsible for the planning, investment,
operation and maintenance of electricity grids with
Commercialization consists of the intermediation between
voltages below 220kV.
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Enel Américas Annual Report 2016
Regulation
in Generation
Companies
The Colombian State can participate in the execution
and exploitation of the generation projects as well as
the private sector. The Law 142 of 1994, established
that the legal regime of public services and the Law
143 of 1994 focused, particularly, in the service of
electric power service, determined the types of entities
authorized to provide residential public service, in this
sense it was created the “Public Service Company” as
the fundamental for this provision.
In the short-term energy market, the CND receives,
each day, the offers of prices and the declaration of
commercial availability for each hour of the following
day, of all the generators participating in the wholesale
market. Based on this information, the CND performs an
economic dispatch through an optimized procedure for
the next 24-hour period of the following day, taking into
account the electrical and operation restrictions of the
system, as well as other conditions necessary to satisfy
the expected energy demand for the next day in safe,
reliable and economic manner from the cost point of
view. Unlike the rest of the countries where the office
is centralized based on variable costs of production, in
Colombia, the office is based on prices offered by agents.
The energy market is a market of adjustments, where the
excess energy is sold or bought against the real energy
demand of generators and retailers. The power exchange
the determined spot price is established by the ASIC
after the day of operation is established by means of an
optimized procedure for the 24-hour period called the ideal
dispatch, which implies an infinite transmission capacity
in the network and takes into account the initial conditions
of operation, thus establishing which generators had to
be dispatched to satisfy the actual demand. The price paid
to all generators that are dispatched for merit of price
is the price of the most expensive generator dispatched
every hour under the ideal dispatch.
145
The cost differences between the ‘economic dispatch’ and
closing value in the auction for the strong energy or
the ‘ideal dispatch’ are called ‘restriction costs’. The cost
Confidentiality Charge. When this strong energy is required,
of each restriction is allocated to start with to the agent
what happens when the spot price overpasses the shortage
responsible for the restriction and when it is not possible
prices, an agent fulfilment balance, where they verify the
to identify an agent it is distributed proportionally to all
ideal dispatch if the agent covered its OEF with their own
Colombian system retailers according to their demanded
resources and delivered surplus or another agent covered
energy, and these costs are transferred to the final
the OEF, in which case the differences valued at the spot
customers.
price are balanced.
Generators connected to the Colombian system can also
In 2014 the CREG issued the Statute of Risk of Shortage,
participate in the “Reliability Charge”, which is a mechanism
which is a mechanism of last resort, that acts when under
that aims to encourage investment in the generating park
conditions of critical hydrology, the market fundamentals do
to ensure that the country’s demand is met in the long run.
not behave as expected. In general, the scheme consists
The Charge consists of the assignment of Firm Energy
in the implementation of market monitoring indicators,
Obligations (OEF) through a descending auction for new
which helps to identify if the price signals (power exchange)
agents interested in developing generation projects, who
is coherent with future energy estimates and current
must guarantee the System that amount of energy for a
hydrological conditions of the system.
given period. The allocation for existing generators is made
annually and for new projects for up to 20 years. The OEF
If market monitoring parameters show alert and risk
is a commitment on the part of the generating company,
conditions, we proceed to declare a risk of shortage period,
backed by its physical resources, which provide support to
basically consisting of a scheme of sale and embalming
that firm in the production of energy. The generator that
of energy, which guarantees that the system will have
acquires an OEF will receive fixed compensation during the
the necessary reserves to fulfill the demand. If water
commitment period, whether or not the fulfillment of its
containment is achieved through the intervention of supply
obligation is required.
prices of hydraulic agents with capacity in their reservoirs,
thus allowing the use of the thermal resources necessary to
The price for each KWh hour of OEF corresponds to the
ensure the reliability of the system.
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Enel Américas Annual Report 2016
Regulation in Distribution Companies
In Colombia, distribution companies are free to purchase
updated monthly according to the producer price index.
their supplies, being able to define the conditions of the
The methodology for calculating distribution charges
public bidding processes to acquire the energy required for
includes an incentive scheme for administration, operation
the regulated market and may also go to the spot market
and maintenance costs based on the quality of service.
to buy energy. The price paid by the end user reflects an
For energy losses, the regulation establishes a path of
average of the purchase price. Since 2004, CREG has been
recognized loss indexes to be included in the tariff.
working on a proposal to modify the contracting operation in
the Colombian market, called Mercado Organizado -MOR-
The review of distribution charges began in 2013 with the
that would become an electronic system of contracts.
publication of the remuneration methodology proposed by
This mechanism would replace current tenders for energy
resolution CREG no. 043/2013. These bases were increased
auctions with standardized commercial conditions, where
by CREG Resolution No. 079/2014 which contains the
the demand to be contracted would be treated as a single
purposes and guidelines for remuneration of distribution for
aggregate demand.
the period 2015-2019 and draft resolutions that have been
submitted for consultation, Resolution CREG No. 179/2014,
Distribution charges are set by the CREG based on the
Resolution CREG No. 024/2016 and Resolution CREG Nº
new replacement value of existing distribution assets,
176/2016 define a proposal of remuneration methodology.
cost of capital, non-electric assets; as well as operational
Accordingly, such project bases and methodology
and maintenance costs for each company, and are defined
incorporate replacement incentives including depreciation
for four different voltage levels, as follows: Level 1 less
as part of the rate formula and an investment plan that will
than 1 kV, Level 2 greater than or equal to 1 kV and less
allow the incorporation of new technology, that will improve
than 30 kV, Level 3 greater than or equal to 30 kV and
service quality and control energy losses. It is expected that
less than 57.5 kV and Level IV up to or equal to 57.5 kV
the new methodology of remuneration for distribution and
and less than 220 kV. Voltage Levels 1, 2 and 3 are called
positions published will be released in the first quarter of
Local Distribution Systems (SDL) and Level 4 is called the
2017.
Regional Transmission System (STR).
In 2009, after auditing the information reported by the
and 095 of 2015 that define the methodology for calculating
companies, CREG determined the applicable distribution
the WACC for electricity transmission and transportation, as
charges, which are set for a period of five years, and
well as distribution of natural gas and distribution.
In addition, CREG issued resolutions no. 083/2014, 112/2014
147
Regulation
of Transmission
Transmission networks operating at 220 kV or above
present value of cash flows necessary to carry it out.
constitute the National Transmission System
(STN).
The transmission fee includes a charge that covers the
The revision of regulated transmission charges began in
operating costs of the facilities, and a charge for use that
2013 with the publication of the pay rate methodology
applies only to the merchants who transfer it directly to
proposed by resolution CREG no. 042/2013. These pay
the final users.
rate is complemented by the development of the purposes
and guidelines for the remuneration of transmission for
The CREG guarantees transmission companies a fixed
the period 2015-2019, which was presented in resolution
annual
income. This
income
is determined by the
CREG No. 078/2014 and draft resolutions that have
reposition value of the network and equipment, and by the
been submitted for consultation, Resolution CREG No.
resulting value of the bidding process that have awarded
178/2014, Resolution CREG Nº 023/2016 and Resolution
new projects for the expansion of STN. This value is
CREG Nº 177/2016 that define a proposal of remuneration
attributed the retailers the STN in proportion to the energy
methodology. This resolution was defined by the MME and
demanded.
aims to guarantee adequate assets and timely extensions.
It is expected that the new methodology of remuneration
The construction, operation and maintenance of the new
of the transmission and the new charges of transmission
projects is assigned to the company that offers the lowest
will be published during the first quarter of 2017.
Regulation in Commercialization
The commercialization market is divided into regulated
the CREG for each seller. The rates include, but are not
customers and unregulated customers. Customers in
limited to, costs of energy supply, transmission charges,
the free or unregulated market can freely contract their
distribution charges and a margin of commercialization.
electrical supply directly from generator or distributor
In addition, the final costs of the service are affected by
acting as traders, or from a pure trader. The market for
subsidies or contributions that are applied according to the
non-regulated customers consists of customers with a
socioeconomic level of each user.
maximum demand of more than 0.1 MW or a minimum
monthly consumption of 55 MWh.
Trading charges for regulated customers are established
Trading can be performed by generators, distributors or
The main changes in this formula were the creation of
independent agents that meet certain requirements. The
a monthly fixed charge that covers operating expenses
parties freely agree on transaction prices for unregulated
plus a variable of income for traders covering credit
in accordance with CREG Resolution no. 180/2014.
customers.
risk, working capital subsidies and other selling costs.
Selling costs have been approved individually for traders
The trader of energy is responsible for billing electricity
during 2015 and 2016. In the case of Codensa, in 2015,
costs to final consumers and transferring payments to
the commission published resolution No. 120/2015
different agents in the industry. Trading for regulated
approving Codensa’s selling expenses. The new tariff
customers
is subject
to
the “Regulated Freedom
was applied in January 2016. In the case of EEC, in 2015,
Regime” in which tariffs are set by each seller using a
the commission published Resolution No. 186/2015
combination of the general cost formulas determined by
approving Codensa’s selling expenses. The new tariff
the CREG and the individual trading costs approved by
was applied in June 2016.
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Enel Américas Annual Report 2016
Environmental
Regulation
The legal framework for environmental regulation in
Colombia was established in Law 99/1993, which also
created the Ministry of Environment as the authority for the
definition of environmental policies. The Ministry defines,
issues and executes policies and regulations focused
on the recovery, conservation, protection, organization,
administration and use of renewable resources.
Any entity contemplating the development of projects
or activities related to the generation, interconnection,
transmission or distribution of electricity, which may cause
an impact, deterioration and/or introduce significant or
notorious changes to the environmental landscape, must
apply for an environmental license prior to the start of
activities
For the power plants already operating, through Law No. 99,
it was established that generating plants that have a total
installed capacity of more than 10 MW, should contribute
to the conservation of the environment, transferring to
municipalities and environmental corporations in the
area where the power plants are located, a percentage
associated with the generation of energy. Hydroelectric
plants must pay 6% of their generation and thermal plants
must pay 4% of their generation, with rates that are
determined annually.
In 2011, Decree 3,570 established the new structure of
the environmental sector thus creating the Ministry of
Environment and Sustainable Development (previously,
the functions of the Ministry of Environment were
established along with the functions of the Ministry of
Housing). In the same year, Decree 3.573 created the
National Environmental Licensing Authority as the entity
responsible for granting and monitoring environmental
licenses, permits and procedures of the Ministry of
Environment and Sustainable Development.
In Colombia, Law 1,715 was issued in 2014, which regulates
the integration of NCREs into the National Energy System,
with the objective of promoting the development and use
of non-conventional sources of energy and promoting
efficient management of the energy.
149
In 2015, the Ministry of Mines and Energy issued Decree
In general, the environmental regulation for the electricity
2143 of 2015, which defines the guidelines for the
sector has been focused on regulating aspects related to:
application of fiscal and tax incentives established in Law
i) emissions from thermal plants; (ii) formulation, issuance
1,715. From this, procedures are being designed to access
and implementation of the National Policy for Integral
the benefits proposed in the already mentioned law. In that
Management of Water Resources, updating the regulations
same year, associated with the COP21 in Paris, Colombia
associated with landfills, regulation the methodology for
participated in this conference with the commitment of
the calculation of the environmental flow, and structuring
INDC to reduce 20% of emissions with respect to the
and management of watersheds) ; (iii) environmental
baseline until 2030.
licensing and compensations, for subtraction of forest
reserves and exploitation, for loss of biodiversity for
In 2015, on the recommendation of the OECD, the
projects bound to environmental licensing; (iv) updating
regulation of the environmental sector was consolidated
the regulatory framework for environmental licensing and
in Decree 1076 of 2015.
regulating the environmental sanctioning regime.
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Enel Américas Annual Report 2016
Peru
Industry Structure
The general legal framework applicable to the Peruvian
the Environment, is responsible for the supervision and
electricity industry is primarily comprised by the Electric
enforcement of the environmental obligations contained
Concessions Law (Decree Law Nº 25,844 from 1992) and
in the approved environmental instruments.
its regulatory norms.
The Economic Operation System Committee (COES) is the
The Ministry of Energy and Mining (MINEM) defines
National Electric Interconnected System Operator (SEIN),
energy politics applicable on a national level, jointly
coordinates the dispatch of generation units in function of
regulates with the Ministry of the Environment, the
the minimum cost, prepares diverse studies that serve as
environmental aspects applicable to the energy sector and
a base to annually calculate the bar prices, manages the
is the competent authority for the granting and expiration
short term market, and elaborates the Guaranteed System
of authorizations and concessions for the activities related
Transmission Plan. In the COES generating, transmitting,
to the generation, transmission and distribution of energy.
and distributing companies are represented, as are Big
Users (free clients whose consumption is superior to
The Supervising Organism of the investment in Energy
10MW).
and Mining (Osinergmin) is the regulatory entity that
controls and oversees the enforcement of legal and
In rural areas there are small isolated electric systems
technical norms related to the electricity, hydrocarbon, and
that supply electricity in specific areas, which represent
mining activities, and enforces the obligations established
approximately 6% of the total national production.
in concession contracts. On its part, the Regulating
Osinergmin Tariffs Agency (GRT) is the competent authority
The main characteristics of the electric industry in Peru
for the determination of regulated tariffs. Osinergmin also
are: (i) the separation of the three activities: generating,
controls and supervises the bidding processes required by
transmitting, and distributing; (ii) open market for the
distributing companies for the purchase of energy from
supply of energy to unregulated clients; (iii) a regulated
generators.
price system, primarily based on a long and short term
Meanwhile, the Environmental Evaluation and Enforcement
Organism (OEFA), which depends on the Ministry of
bidding regimen.
151
Regulation of Generation Companies
Generation companies that own or operate a generation
Due to the introduction of bidding mechanisms, a large portion
plant with an installed capacity larger that 500 KW require a
of the contracts to sell energy to distributing companies to
definitive concessions given by the MINEM.
get the client’s attention, comes from these bids. Just a small
COES manages: dispatch coordination of electric operations,
maintained under the bilateral contract scheme.
the determination of the spot prices, and the management
of economic transaction that occur in the SEIN.
Another norm that impacted the electric market was Urgent
portion of the electricity bought by distribution companies, is
Decree N° 049-2008, which introduced the so-called “Ideal
Generation companies can sell their energy directly to
Marginal Cost”, which assumes that for economic dispatch
distribution cpmpanies and free clients and liquidate their
effects, SEIN marginal costs in the short term are determined
differences in the spot market at marginal costs. The sales to
considering that there are no restrictions in natural gas
non-regulated clients are carried out in prices and conditions
(production or transport), nor for electricity transmission;
mutually agreed, which includes fees and compensations by
and that marginal costs cannot be superior to a limit value
the use of transmission systems, and if it is the case, fees
defined by the Ministry of Energy and Mining, said Urgent
for the use of the distribution channels.
Decree is valid until October 1, 2017.
The Electric Concessions Law allows the subscription of
In Peru the payment by capacity exists, where it is given by
bilateral contracts of a price no greater than the Bar Rates,
the amount that compensates the development of turbine
in the case of regulated clients, or at a price agreed by all
gas, as a marginal unit to contribute to the system’s demand.
parts in the case of unregulated clients. As well as this
Similar to Chile, the payment by capacity is independent from
bilateral method, Law 28,832 from 2006, denominated the
dispatch, and remunerates the availability and contribution
Law to Ensure Efficient Development of Electric Generating,
to the aimed reserve margin decided by the competent
also established the possibility that distributors can satisfy
authorities.
regulated and unregulated client demands by concluded
agreements after a power bidding process and energy
supervised by Osinergmin. The approval of this mechanism
is important for the generators because it allows them to
dispose of a stable price during the contract life, which is not
set by the regulator and can have duration of 20 years.
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Enel Américas Annual Report 2016
Regulation for Distribution Companies
The electricity tariff for regulated clients includes charges
tariff system allows a greater return to the distribution
for energy and power, for the generation and transmission,
companies that are more efficient than the model company.
and the Distribution Added Value (VAD) that considers a
The preliminary tariffs are determined by taking as a base the
regulated return for investments, fixed operating charges
results of a study hired the company, corrected according to
and maintenance, and a standard percentage for energy
the Osinergmin. Preliminary tariffs are checked to ensure
losses in distribution.
that the internal return rates are 12% with a +/- 4% variation.
Also, the tariffs are indexed to the exchange rate, the price
On September 2015 the Decree N° 1,221 was published,
index to the greatest (IPM), and the commodities price as
through which the fixed VAD (Distribution Added Value)
is copper and aluminum, with which Peru has no exchange
establishes that it will be carried out every four (4) years and
risks.
will be calculated for each company (before this decree the
VAD was calculated for a company that was representative
During the last setting tariff process, the OSINERGMIN
of the group and typical sector, and this VAD is applied to all
defined the Edelnor tariffs for the period of November
of the companies that made up the respective group). Also,
2013 to October 2017. The same have been extended until
an additional charge to the fees in technologically innovative
October 31, 2018, through the Ministerial Resolution N°
projects and efficient energy projects previously approved
530-2016-MEM/DM published in December 2016.
by the Osinergmin.
The real return on the investment of a distribution company
depends on its performance with respect to the standards
set by Osinergmin for a theoretical model company. The
153
Regulation
of Transmission
The transmission activities are under different regimes.
The installations built before 2006 are divided in the Main
System, that is for common used and allows the flow
of energy through the national net, and the Secondary
System are flow reds mostly unidirectional and are useful
for evacuating energy from one generator plant or to take
energy to the final consumer.
The Transmission Plan, elaborated by the COES and
approved by the MINEM, determines the development
of the Guaranteed System lines, which are bid through a
BOOT framework with a maximum duration of 30 years.
The transmission concessions of the Guaranteed System
receive an annual fixed income from said bids.
The Complementary System lines are developed through
investment plans presented by the agents and approved by
the Osinergmin, an entity that calculates the average annual
cost to remunerate for each installation, considering the
standard investment, operating, and maintenance costs,
with an updated rate of 12% before tax and a lifespan of
30 years.
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Enel Américas Annual Report 2016
Environmental
Regulation
The environmental
legal
framework enforceable
in
the activities related to energy in Peru is stated in the
Environmental General Law (Law N° 28611) and in the
Environmental Protection Rules for Electric Activities
(Supreme Decree 029-94-EM).
In 2008, the MINEM enacted the Supreme Decree 050-
2008 to boost the generation of electricity through
Unconventional Renewable Energy (ERNC). Said decree
stipulates that up to 5% of the SEIN demand can be
supplied by using ERNC. This 5% cap could be checked by
competent authorities by putting in service the Renewable
Energy National Plan. The technologies considered as
renewable energy are: biomass, wind, tidal, geothermal,
solar, and mini-hydroelectric (hydroelectric smaller than 20
MW).
Until December 2016 the ERNC percentage was 2.6% in
the SEIN demand, as a result of the fourth bid adjudicated
in 2016, the percentage will be 4,6% for December 2018.
155
Description
of the Business by Country
157
Electricity
Generation
In this segment, Enel Américas owns operating subsidiaries in Argentina, Brazil, Colombia and Peru.
As a whole, the gross installed capacity of the Enel Américas Group reached 11,014 MW as of December 2016
and the consolidated electricity generation amounted to 40,439 GWh, while energy sales totaled 50,575 GWh.
In the electricity industry, the business segmentation between hydro and thermal generation is natural, since
the variable costs of generation are different for each method of electricity production. Thermal generation
requires the purchase of fossil fuels and hydroelectric generation requires the water that comes from dams
and rivers.
54% of our consolidated generation capacity comes from hydroelectric sources and 46% from thermal sources.
Terefore, the definition of the generation company’s commercial policy is relevant for the proper management
of the business.
Electricity
Transmission
The electricity transmission business of Enel Américas is mainly performed through the interconnection line
between Argentina and Brazil, Enel Cien, subsidiary of Enel Brasil, whose transport capacity is 2,100 MW.
Electricity
Distribution
The distribution business is conducted through Edesur in Argentina, Ampla and Coelce (owned by Enel Brasil)
in Brazil, Codensa in Colombia and Enel Distribución Peru (former Edelnor) in Peru. During 2016, our main
distribution subsidiaries sold 62,714 GWh.
At present, Edesur, Ampla, Coelce, Codensa and Enel Distribución Peru serve the main cities in Latin America,
providing electricity service to more than 14.1 million clients.
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Enel Américas Annual Report 2016
Argentina
Electricity Generation
Enel Américas S.A. participates in the electricity generation
Participations in installed capacity and in business Groups
indirectly through Enel Argentina S.A.’s subsidiaries Enel
for 2016 are distributed as follows:
Generación Costanera S.A. (Costanera), Enel Generación El
Chocón S.A. (Chocón) and Central Dock Sud S.A. (CDS).
Participation in installed capacity and in
Business Groups in 2016
The latter results from the absorbtion of Endesa Américas
ENEL
S.A., (controlling company of Costanera and Chocón) and
SADESA
Enersis Américas S.A. (controlling company of CDS), by
AES
Enersis Américas S.A., becoming effective on December
REGIONAL GOVERNEMENTS
1, 2016. On that date, the equity of Enersis Américas was
PAMPA
incorporated to the total equity of both companies and every
FONINVEMEM
rights and obligations succeeded the original companies in
NATIONAL GOVERNMENT
every right and obligation, and the company name changed
OTHERS
to Enel Américas S.A.
13.6%
11.3%
9.4%
8.4%
9.8%
8.3%
21.2%
17.9%
Among the most relevant news of he year, worth is to
This operation was carried out under the scope of the
mention the biddings carried out by the new Government
corporate reorganization pof the Enel Group, S.p.A. in Latina
for the creation new generation offer. In that sense, the
America, whose main objective was to divide the generation
Thermal Bidding was performed under Resolution 21/2016,
and the distribution activities in Chile from those activities
where 3,108 MW of new thermo generation capacity were
developed in the other countries where the company
awarded, and the biddings made under the RENOVAR
operates.
program, in order to create the entrance of new generation
capacity coming from Renewable Energies. In this program,
Later, Enel Américas S.A. transferred its entire shareholding
59 projects were awarded for a total of 2,453.5 MW. The
in Enel Generación El Chocón S.A., Enel Generación
RENOVAR program is included within the context of Law
Costanera S.A. nd Central Dock Sud S.A. to Enel Argentina
27,191, which defines a path for the participation in that type
S.A.
of energy in the market that in 2025 should reach 25%.
Costanera, Chocón and CDS own together 4,537 MW of
installed capacity. This capacity represented 13.6% of the
total capacity in the Argentine SIN (Sistema Interconectado
Nacional) by the end of 2016. Electricity generaion of these
companies reached on December 31, 2016 a generation of
13.124 GWh, equivalent to 9,6% of the total generacion of
Argentina.
It should be noted that, among the most important business
groups that participates in the Argentine Electricity Market
in generation are: AES, SADESA and PAMPA ENERGIA,
company that in 2016 acquired PETROBRAS ARGENTINA.
Other companies with participation in the generation
business are YPF ENERGIA, CAPEX and PLUSPETROL.
159
Enel Generación Costanera S.A.
Costanera is located in the city of Buenos Aires and has
With regards to the combined cycles, its worth to highlight
six steam turbine units totalling 1,131 MW, which can
that the Mitsubishi combined cycle had to absorb, due to
generate with natural gas or fuel oil. It also operates two
the location of its cooling water outlets over the mouth
combined cycles of 851 MW and 322 MW respectively;
of the Stream to the La Plata River, the larger quantity of
and its total installed capacity is 2,304 MW.
water hyacinth that arrived to the port of Buenos Aires,
thus creating a grater unavailability than expected and
On October 6, 2016, the Company’s Extraordinary
the need of an operation of emergency maintenance.
General Shareholders’ Meeting approved the amendment
of Article 1st of the bylaws, where company name was
In order to cope with the generation during the winter
modified from Sociedad de Central Costanera S.A. for
months, Costanera postponed the maintenance of the
“ENEL GENERACION COSTANERA S.A.” As of the date
largest generator of the Combined Cycle Steam Unit,
of the current financial statements, the modification of
which finally stopped operations in October. Because of
the bylaws is still under registration process.
the length of this maintenance, scheduled for 80 days,
Throughout this year, thermal dispatch maintained a
during the critical days in December, in a work without
high use of liquid fuels and was strategic to sustain the
precedents, the Company made the modifications
demand. As a result of the operation of these power
needed for the operation of the two Turbine Units in open
and therefore the unavailability of this Generation Unit
plants, net generation of the Conventional Units of
cycle.
Costanera was 2,179 GWh, and the combined cycles
net generation reached 3,534 GWh. Worth is mentioning
The effort made and the contribution of these machines
that during 2016 the Rehabilitation works of every unit
in those days of high demand to the 132 KV systems has
included in the TV Project were completed.
been acknowledged by the administrators of the market.
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Enel Américas Annual Report 2016
With regards to the Siemens combined Cycle (CCI), due to
to prioritize the conservative management in order to
the several postponements due to the systems needs in
secure the necessary financial resources for the adequate
the first place and the delays of the imports authorizations
operation of the power plant.
afterwards, it wasn’t possible to carry out the the tasks
denominated LTE (Life Extension) during this year, being
In August 2016, CAMMESA and Costanera formalized the
postponed for the winter of 2017.
mutual agreement and assignment of credit guarantees,
for an amount of up to 1,300 million pesos needed
In March 2016, the Secretary of Electric Energy, which is
to finance the power plant operation. The stablished
subordinate to the Ministry of Energy and Mining, through
methodology and the repayments will be in a maximum
the enactment of Resolution N° 22/2016, updated the
of 48 monthly and consecutive installments, and with a 12
remuneration values of Resolution SE N° 482/2015, with
months grace period, starting from the delivery of the last
retrospective implementation in February 2016.
partial advance payment, which will be subject to interests
at a rate equivalent to the average monthly yield get by
The implementation of Resolution S.E.E. N° 22/2016
CAMMESA in its financial placements.
created an increase of fixed costs of nearly 70% for
Costanera. The remuneration of variable costs increased
Costanera will guarantee the reimbursement of advance
40%. The
remuneration concept
for non-recurring
payments through the creation of a pledge with first grade
maintenances increased 60%, while there was no change
register over the COSTTV 01-02-03-04-06-07 unitas and
in additional remuneration.
with the transfer of 100% of its credits in the Wholesale
Electricity Market (Mercado Eléctrico Mayorista).
In the finance area, during 2016 the Company continued
with the financial strategy carried out in the previous years,
161
Enel Generación El Chocón S.A.
Hidroeléctrica El Chocón SA is a hydroelectric generation
The hydrological year starting April 1st has been characterized
company, which operates El Chocón and Arroyito power
as very dry, accordingly the contribution of the hydrological
plants, located on River Limay. It’s located in the provinces
basins of the Rivers Limay and Collón Cura were scarce. The
of Neuquén and Río Negro. The hydroelectric complex has
accrued spill as of December 31, 2016 was 8,225.7 Hm3.
1,328 MW total installed capacity and includes El Chocón
Net generation recorded for these power plants during the
plant, with 1,200MW installed capacity (artificial reservoir’s
year was 2,386 GWh.
hydroelectric power plant) and Arroyito plant, with 128 MW
installed capacity, both using the waters of Rivers Limay
The gross generation in the same period reached 2,260.5
and Collón Curá for generation.
GWh, and the total generation of El Chocón was 1.800,7
GWh, while Arroyito power plant gross generation amounted
El Chocón is located in the Comahue region, consisting
to 459.8 GWh.
of the Argentinean provinces Río Negro, Neuquén and
the southern areas of Buenos Aires provinces, over the
With regards to the operational aspect, in 2016 the
Limay River, sobre el río Limay, 80 km upstream from the
accumulated availability of El Chocón-Arroyito complex
confluence with Neuquén River. Arroyito is the compensator
was 93.56%, having satisfactorily completed Scheduled
dam of El Chocón and is located in the same riever, 25 km
Maintenance for both plants; major maintenance after
downstream.
20,000 hours of service, units G2CH and G3CH; major
maintenance of the main switch and replacement of the
On October 27, 2016, the Extraordinary General Shareholders’
speed/ charge regulator, units G1Ch, G2Ch; G3Ch G4Ch
Meeting of the Company approved the amendment of
and G6Ch and the oil change for biodegradable fuel in
article 1st of the Company’s bylaws, where company name
the emergency gates of units G1Ch, G2Ch, G3Ch and
was modified from Sociedad Hidroeléctrica El Chocón S.A.
G6Ch. In Arroyito Power Plant the transformer valves
to “ENEL GENERACION EL CHOCON S.A.”. As of the date
Y108T (ARR3) were replaced. The latter maintenances are
of the current financial statements, the amendment of the
added to to the repair of minor failures and the tasks
bylaws’ approval is still pending from the General Inspection
scheduled for regular maintenance of equipment and
of Justice.
facilities.
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Enel Américas Annual Report 2016
Worth is to mention that during 2016 the Company
Regarding
the development of own personnel and
continued with the project of replacing mineral oil by
contracros’ activities, in 2016 there have been no accidents
biodegradable oil completing the changes in the six gates
same as the three previous years. The indicators IFG y IGG
of El Chocón power plant, reaching important improvement
= 0 reaffirm a very good year in terms of safety of own and
from the environmental point of view, which adds to the the
contractor workers.
installation in 2015 of the hydrocarbon separators in Arroyito
power plant, in order to avoid possible losses of oil in the
In the finance area, despite the challenging scenario for the
exchangers of water/ oil of the bearings of the turbine that
electricity sector, the Company paid all the debt maturities
might reach Limay River. Mineral oil was delivered for its
of the year, comprising a syndicated loan denominated in
final disposal.
pesos, made on September 14, 2016 with the payment
of the last installment of capital of $17.94 million, as well
In the the regulatory area, in March 2016, the Secretary of
as the maturities of the bilateral loan with Deutsche Bank
Energy Register, which is subordinate to the Ministry of
AG, Standard Bank Plc and Itaú BBA Securities, paying on
Energy and Mining, through the enactment of Resolution N°
February 15, 2016 the last installment of capital of US$ 3.6
22/2016, updated the remuneration values of Resolution SE
million. Worth is to highlight that the company doesn’t have
N° 482/2015, with retroactive application to February 2016.
any financial debt as of the end of the period.
The implementation of Resolution SEE Nº 22/2016 triggered
an increase of remureation of fixed costs in 120% and a
The main investment projects to carried out in 2017 are: i)
growth of variable remuneration of 40% for Enel Generación
Major Maintenance of the Machine Switch of El Chocón
El Chocón S.A. Additional remuneration didn’t change and
power plant, ii) Replacement of the Speed/ Load of a turbine
the remuneration concept for non-recurring maintenance
in El Chocón Power Plant, and iii) Replacement of the
increased 25%.
Excitement sysem of a generator of Arroyito power plant.
As embodied in Resolution SEE N° 22/2016, the norm is he
result of a temporary measure pending the new regulatory
framework announced by the government.
163
Dock Sud Power Plant
Dock Sud power plantis located in Avellaneda district,
Buenos Aires. Dock Sud owns and operates a sigle
generation power plant with two units, with a total
capacity of 870 MW. Dock Sud power plant has four gas
turbines and one steam turbine. Two of the gas turbines
and the steam turbine comprises once combined cycle
power plant.
The energy generadated by Dock Sud in 2016 amounted
to 5,025 GWh (85.71% NG, 14.27% OG and 0.02%
Biodiesel), representing 5.59% of the thermal generation
and covering 3.78% of the SADI demand.
On December 31, 2016, the installed capacity of Central
Dock Sud S.A. represented 2.6% of the total installed
capacity in the SIN.
With regards to the operational field and in relation to
the maintenance of the combined cycle power plant, on
November 23, 2016, CDS signed a contract with GE Global
Parts & Products for the supply of parts and maintenance
related with the Major Maintenance to take place in 2018.
In relation to the loan obtained from CAMMESA, whose
purpose was to finance the costs related to the combined
cycle major maintenance performed in 2015 for $618.26
million, worth is to mention that on March 18, 2016, the
compensation between the CDS debt with CAMMESA
was performed, which was originated in such loan and
also the credits that CDS had due to the Remuneration
for Non-recurring Maintenance. Such compensation
created a capital debt of $569.14 million. This will be paid
in 36 monthly installments, and the first installment was
compensated in April 2016.
In March 2016,
the Secretary of Electric Energy,
subordinated to the Ministry of Energy and Mining,
through the enactment of Resolution N° 22/2016, updated
the remunerative values of Resolution SE N° 482/2015,
with retroactive application as of February 2016.
For CDS the implementation of Resolution S.E.E. N°
22/2016 triggered an increase of remuneration of fixed
costs of nearly 70%. The remuneration of variable costs
increased 40%. The remuneration concept for non-
recurring maintenance increased 60%, while additional
remuneration didn’t experience any changes.
164
Enel Américas Annual Report 2016
Activities and Projects in Generation
Project under development: capacity expansion of
Nueva Costanera Power Plant
In the context of the changes in regulation that the Argentine government is performing and the variety of
biddings that have been done, and new ones that the government plans to convene to carry out new investments
in energy, the Company is analizing the potential installation of a new combined cycle in Costanera.
The purpose is to compete for electricity energy contracts in those biddings that the Ministry of Energy and
Mining might offer during the second semester of 2017, and where a process has been already opened for the
potential interested entities to present projects in this process.
The project would consist on the installation of a combined cycle unit, with an installed capacity of 450 MW,
connected to the voltage bars of 220 kV and 132 kV of the existing Costanera substation. The operation would
work with two types of fuel (Natural Gas or Diesel). Nevertheless, there’s a preference for natural gas and,
when it’s not available, diesel would be used.
In November 2016, started the bidding process for main works. Meanwhile, the studies needed to get the
environmental licence and the connection to the electricity grid were completed in 2015 and in December 2016
it was submitted to the corresponding authorities.
The construction period is estimated in 30 months, depending on the technical configuration chosen. The
commissioning date for the new unit is estimated between 2019 and 2020, depending on the bidding date
defined by the Ministry of Energy and Mining; in addition to the subscription date of the contracts awarded in
such process.
Improvements in Vuelta de Obligado Power Plant
With regards to the Vuelta de Obligado S.A. (VOSA) project, which includes the installation of a combined cycle of
nearly 800 MW of installed capacity, during 2016 the two gas turbines of 270 MW of capacity each one continued
operating in simple cycle. The commissioning of every installation of the new power plant is planned for the fist
semester of 2017 – which is comprised by a Two Gas Turbine Combined Cycle and One Steam Turbine.
Once the combined cycle is put in motion, the devolution of the debt of CAMMESA with generation companies will
start. These generation companies contributed to such project through a 10-year supply contract at a 30-day Libor
rate plus 5%, pursuant to the Generators Agreement 2008-2011.
Land Reserved for Future Projects
In Argentina, Enel Américas doesn’t have any land reserved for future projects.
165
Electricity Distribution
Edesur
Edesur’s main purpose
is
the distribution and
and answer the opinions made in relation to the Tariffs
commercialization of electricity in the southern area of
Proposal presented previously by the companies with
Buenos Aires, comprising two thirds of the city of Buenos
regards to the definition of tariffs to be applied, and to
Aires’ area and twelve districts of Buenos Aires province,
transfer the considerations of the Subsecretary of Tariffs
covering 3,309 km2, for a period of 95 years starting from
Policy Coordination of the Ministry of Energy and Mining
August 31, 1992.
of the Nation, those subjects planned that are not under
the responsibility of such entity.
This period includes an initial one of 15 years and eight
additional periods of 10 years each. On February 5, 2007,
It’s expected that the regulatory communications included
the National Electricity Regulatory Entity (ENRE) resolved
in the new Tariff Chart and the Tariff Regime will be
to extend the initial period for five additional years, from the
performed in January 2017.
completion of the Integral Prices’ Revision (RTI) process.
The concesion contract establishes the obligation of to
Later, on January 27, 2016, the Resolution MINEM N°
provide electricity as requested by the owners or residents
7/2016 was enacted, which instructed ENRE, among other
of the property within the concession area, to comply with
things, to: perform an adjustment to the VAD in the tariff
certain rules related with the electricity delivered, to comply
charts of the Company, on behalf of the RTI (Integral Fees
with the operational demands related to the maintenance
Renegotiation) and the framework of the Transitory Tariff
of distribution assets and to bill clients according to actual
Regime established in the settlement Act (Acta Acuerdo),
measurements.
and to carry our every act needed to proceed the RTI,
which should come into force before December 31, 2016.
In 2016, Edesur delivered electricity power service
The process and schedule for the RTI was established
to 2,504,558 clients, which represents 1.01% growth
through Resolution ENRE 55 as of April 5, 2016.
compared to the previous year. Of the total, 87.8% are
residential customers, 10.9% are commercial customers,
Within the framework of the RTI process, on October
0.9% are industrial customers and 0.4% are other
28, 2016 the public hearing was held to inform and hear
users. Energy sales reached 18,493 GWh, and included
the opinions with regards to the tariffs proposals that the
the distribution service
(tolls) a grandes usuarios,
distribution companies Edesur and Edenor presented to
manteniéndose niveles similares a los del año anterior. The
the ENRE according to Resolution ENRE N° 55/2016.
distribution was: 45.5% residential, 24.4% commercial,
On December 30, 2016, the ENRE enacted Resolution
N° 626, approving the document denominated Final
During 2016the energy losses index reached 12.04%.
Public Hearing Resolution with the purpose to inform
7.6% industrial and 22.5% others.
166
Enel Américas Annual Report 2016
Distribution Activities and Projects
Commercial Systems
Renewal
Quilmes Substation
Investment was higher than $133 million. A new 40 MVA
The Company awarded and launched the project of
transformer was installed, increasing capacity from 120 to
commercial systems renewal. Accenture was chosen for
160 MVA. A new Medium Voltage board was installed with
the implementation of the solution based on the World-
one section of 13.2 KV. Also, 6 new feeders were installed
Class SALESFORCE and SAP IS-U products.
and a new 34.8 kilometers Medium Voltage grid was built.
Gerli Substation
Investment amounted to $183 million. Two transformers of
40 MVA were replaced by two of 80 MVA, a new Medium
Voltage board was incorporated with two sections of 13.2
KV and 10 new feeders were installed, which created a 39
The latter benefited 130,000 users from Quilmes, Solano,
Florencio Varela, Bernal, Ezpeleta, Berazategui and
Plátanos, while increasing installed capacity.
Shaft Chambers
kilometers Medium Voltage grid.
This project comprises the installation of underground
MT/BT Transformation Centers in areas where the grid
The latter benefited 76,000 users from Gerli, Lanús Este
is evaluated as vulnerable. In 2016, 36 new chambers
and Valentín Alsina, which doubled the installed capacity.
were installed in CABA distributed in the following
neighborhoods: Villa del Parque, Villa Santa Rita, Villa
Gral Mitre, Villa Crespo, Villa Devoto, Flores, Floresta,
Mataderos, Liniers, Balvanera, Almagro, Boedo, Parque
Centenario and Villa Soldati.
Santa Rita Subestation
Investment was higher than $147 million. Two 40 MVA
transformers were replaced by two 80 MVA, a new Medium
Voltage board was incorporated with two sections of 13,2
KV and 9 new feeders were installed, which created a 26
km kilometers Medium Voltage grid.
The latter benefited 116,000 users from Villa del Parque,
Santa Rita, Villa Mitre, Paternal, Devoto, Villa Crespo,
Chacarita and Caballito, which doubled the installed
capacity.
167
Brazil
Electricity Generation
Enel Américas participates
in electricity generation
through Enel Brasil and its subsidiaries Enel Green Power
Cachoeira and Enel Generación Fortaleza.
Enel Green Power
Cachoeira Dourada
These two power plants, one hydroelectric and the other
Cachoeira is located in the State of Goias, 240 km south
thermal, add up 9892 MW total capacity, representing
of Goiânia. The power plant owns ten units with 665 MW
0.65% of the capacity of Brazilian SIN.
of installed capacity. It’s a run-of-the-river power plant and
In Brazil, electricity generation of the Group reached 3,665
GWh, reaching 0.7% of the total generation in the country
Net generation in 2016 was 2,093 GWh, while sales
ç8thermal and hydro), where hydroelectric production
reached 6,399 GWh.
uses the waters of River Paranaiba.
represented 57% of the total generation of the Enel
Américas Group in Brazil.
Other generators connected to the Brazilian SIN are:
CHESF, Furnas, Cemig, Electronorte, Cesp, Copel,
Enel Generación
Fortaleza
Eletrobras and Eletropaulo.
Fortaleza is located in Caucaia municipality, 50 km from
the capital of Ceará state. Fortaleza is a 327 MW combined
cycle thermal power plant that uses natural gas; and
holds the capacity to generate one third of the electricity
needs of Ceará, which has a population of about 9 million
inhabitants.
Fortaleza was built on a 70 thousand square meters area,
and is part of the infrastructure of the Industrial and Port
Complex of Pecém, in Caucaia municipality, and is part
of the Thermoelectricity Priority Program (PPT) of the
Federal Government. Fortaleza has a strategic location to
boost regional growth and to facilitate the setup of other
industries. Its main customers are Coelce and Petrobras.
Electricity generation in 2016 was 1,572 GWh, while sales
totalled 3,049 GWh.
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Enel Américas Annual Report 2016
Land Reserved for Future Projects
Enel Brasil has an area of 75 ha, in the city of Macaé, State of Rio de Janeiro, for a new thermoelectric project.
Electricity Transmission
In Brazil, Enel Américas Group also participates in the transmission and sale of electricity through the interconnection line
between Argentina and Brazil, through the Enel Cien, holding 99.3% ownership.
Enel Cien
Enel Cien is an energy transmission company in Brazil.
On April 5, 2011 the decrees were published in the
The complex consists of two frequency conversion
Official Gazette defining the annual value of the Allowed
stations, Garabi I and II Garabi II, converting both ways the
Annual Remuneration (RAP) for Enel Cien. With this, the
frequencies of Brazil (60 Hertz) and Argentina (50 Hertz)
regulator equates Enel Cien (the assets of which consist of
and transmission lines. On the Argentine side, they are
Garabi 1 and 2 lines) to concessionaires of public service
managed by two subsidiaries: Compañía de Transmisión del
transmission. Total annual RAP is adjusted annually and the
Mercosur S.A. (CTM) and Transportadora de Energía S.A.
tariff review processes will be conducted every four years.
(TESA). CIEN has control of 100.0% of the capital in both
Starting from April 2011, therefore, Enel Cien was officially
companies.
authorised to receive payments under this new business
The interconnection system consists of two transmission
lines with a total length of 1,000 km, and the Garabi
Conversion Station.
approach.
169
Electricity Distribution in Brazil
Enel Américas participates in distribution through Enel Brasil and its subsidiaries Ampla and Coelce.
Enel Américas owns directly and indirectly an economic ownership of 99.3% and 73.7% of these companies’ property,
respectively.
In Brazil, main distribution companies in the electricity system are: CPFL, Brasiliana de Energía, AES Elpa, Cemig, Light,
Coelba y Copel.
Ampla
Coelce
Ampla is an energy distribution company with operations
Coelce is the electric distribution company in the State of
in 73% of the territory of the State of Rio de Janeiro,
Ceará, in northeastern Brazil, which covers a 148,921-km2-
which is equivalent to a 32,188-km2 area. The population
concession area. The company serves a population of over
is approximately 8 million inhabitants, distributed in 66
9 million inhabitants.
municipalities, among which the following are the most
importan ones: Niteroi, São Gonçalo, Petrópolis, Campos
Energy sales in 2016 were 11,628 GWh, showing a 3.7%
y Cabo Frío.
increase over 2015. Of these sales, residential customers
represented 36%, commercial customers 18%, followed
During 2016, Ampla provided electricity to 3,053,695
by tolls and other customers with 46%.
clients, 1.9% more than in 2015. Of the total, 91% are
residential clients, 6% are commercial, and 3% other
The number of customers at the end of 2016 increased
users.
to 3,757,651, a 3.7% variation compared to 2014. The
classification by type of customers shows that 74% are
Energy sales in 2016 totalled 11,181 GWh, a 0.8% increase
residential, 6% are commercial customers, while other
compared to 2015, with a significant participation of
customers represent 20%.
residential customers representing 42% of physical sales,
followed by 19% commercial customers, industrial clients
represented 6% and other clients and tolls represented
34% of sales. Ampla greatly emphasises energy theft
fight with a 4.0% reduction (from 23.64% to 19.41%). The
sustainable reduction is only possible due to the set of
positive results obtained with the projects developed by
Ampla (use of technology and social performance).
However, at present energy losses is still one of main
challenges for Ampla. The year 2016 ended with 19.4% of
energy losses.
170
Enel Américas Annual Report 2016
Activities and Projects
in Distribution
Energy Efficiency
Acquisition of CELG
Enel Américas through its subsidiary Enel Brasil acquired
the 94.8% of Celg Distribuição S.A. («CELG») share capital,
distribution company that operates in the Brazilian State of
Goiás, for a total amount of 2,187 million reais (approximately
Energy efficiency projects comprise actions to promote the
640 million US dollars).
conscious energy consumption and the changes of equipments
(refrigerators, freezers, lamps) and the electrical wiring, with an
Enel Brasil was awarded for the public bidding for the
important impact on energy consumption and home energy
privatization of CELG, which was carried out by the Brazilian
efficiency improvement. In 2016, 13,997 people in Ampla and
government in November 2016 through Banco Nacional de
Coelce benefited from the change of equipments iniciatives.
Desarrollo, BNDES.
In addition, 108,373 consumers were benefited from the
educational projects for conscious consumption (41,075 in
The acquisition of CELG was totally financed by funds obtained
conferences and workshops, 30,997 by Community Agents
from the capital increase of Enel Américas, approved by the
and 36,301 by the Coelce in the Neighborhoods program). The
end of 2012.
projects are supported by touring trucks (Ampla on Wheels
- Ampla Sobre Ruedas and Ship Coelce - Nave Coelce), and
With this acquisition, Enel Brasil increases its clients’ base
equipped with an explanatory model of energy generation,
from 7 to 10 million.
transmission and distribution processes, simulators of
consumption and interative totems with fun units for all ages.
The aspect of displacement of the project guarantees the
access to information for residents and students in zones far
from metropolitan areas.
The energy efficiency program of Enel Brasil in 2016 centered
its initiatives in the regions with greater impact in commercial
losses (electricity theft), thus promoting responsible energy
consumption initiatives in the population, especially among
low-income consumers. During the year, there was a 5.3%
reduction of investments for the program, due to the scenario
faced by the Brazilian energy sector. The resources invested
by distribution companies are regulated and are equivalent to
0.5% of the companies’ net operational revenues.
Smart City Búzios
The year 2016 was the final stage of the Smart City Buzios
Program with the implementation, investigation and technical
reports of every technology applied. Investments of nearly R$
54.5 million were made. Main developments were related to
the monitoring of the smart measurement and automation,
increasing the use of electric vehicles, huge impact of the
execution of Solar Challenge - Desafío Solar (important ship
competition event powered by solar energy), and management
of technologies for the distributed generation.
171
Colombia
Electricity Generation
Enel Américas participates in electricity generation through
its subsidiary Emgesa, where it controls, directly and
indirectly, 48.5% of its property (economic participation).
Favorable Hydrologic
Context for Emgesa in
2016
This company has an installed capacity that representd in
2016, 21% of the total installed capacity of the country,
The offer of electric energy in Colombia in 2016, presented
after including that year the hydroelectric power plant El
relatively dry conditions; during the first semester of 2016
Quimbo.
the contribution at national level (SIN) were lower than
historical average, due to the high intensity of El Niño
Electricity generation of Enel Américas in Colombia
phenomena effect that began in February 2015 and ended
reached 23% of the total generation of the country in
in May 2016. The impact of the hydrological contribution
2016. For its part, physical energy sales represented 31%
was clear during the period September 2015 through
of total sales (spot + contracts).
August 2016 with sustained records below historical
Other generators connected to the Colombian electricity
average.
system are: Empresa Pública de Medellín, Isagen, Gecelca,
From August 2016 through December 2016 conditions
Celsia and Chivor.
Emgesa
associated with La Niña phenomena were registered, thus
with weak intensity which in general means rains above
average in the national territory.
Hydrological contributions of Bogotá and Betania river
On September 1st, 2007 the merger of Colombian
basins maintained low levels. The contribution El Quimbo
companies Emgesa S.A. E.S.P. and Central Hidroeléctrica
basin was normal. On the contrary, and for the second
de Betania S.A. E.S.P. was carried out, leaving the latter
consecutive year, the contributions of the triburary basin
as the absorbing company, which changed its name to
to Guavio were above average. As such, the average
Emgesa S.A. E.S.P.
Energy Exchange price was 300 $/kWh, which despite the
21% decrease from 2015, was mainly impacted by higher
Emgesa is the largest electricity generation company in
prices in the first quarter due to the low contribution of the
Colombia, located near the city of Bogotá. The company
country.
comprised by 14 power plants with total 3,509 MW of
installed capacity, among which is El Guavio, 1,263 MW
In this context, in 2016 the variable margin of Emgesa was
is the largest hydroelectric power plant in the country. Out
COP $2,191 billion, higher 14.2% than 2015. This result
of the 14 existing plants, 12 power plants are hydroelectric
was benefited from the annual generation of 14,952 GWh,
and two are thermal.
increasing 9.1% compared to the previous year.
Net generation was 14,952 GWh, while total sales through
Worth is to highlight that despite the hydrological conditions
the energy exchange reached 18,015 GWh.
of the System, hydrology of El Guavio was 110% in relation
to the historical average.
172
Enel Américas Annual Report 2016
Effective Maintenance
Management of
Generation Power
Plants and Production
Management
Milestones in 2016
Gas
Commercialization
In 2016 total sales reached 85,6 Mm3, which
represented a 55.6% increase compared to 2015
(55.2 Mm3), with which the company continued to
consolidate in the Gas Commercialization market in
Colombia, and obtained a variable margin of 1,515
In 2016 net energy generation increased 9% with
thousand $COL, supplying 9 industrial clients (Non
respect to 2015. This mainly is a result of the
Regulated) in Bogotá, Manizales and Cartagena,
commissioning of El Quimbo Hidroelectric Power
and 12 clients in wellhead (Secondary Market) and
Plant in November 2015, which generated 1,448
signed new sell contracts with final clients for 2017
GWh in 2016. Moreover, the Company performed
and 2018.
an effective technical management of generation
power plants, which enabled the increase of the
The market with the greater growth in relation to
effective installed capacity of El Guavio Hidroelectric
2015 were the wellhead clients with 108%, followed
Power Plant in 50 MW, and the commissioning
by the 6% growth of the non-regulated market and
of Guavio Minor Power Plant with 9.9 MW.
a decrease of 3.4% of the spot market.
Worth is mentioning that the adequate planning
and execution of the preventive and corrective
maintenances guaranteed that the availability index
of the generation matrix in 2016 showed a +0.1%
increase compared to 2015, reaching 91.3%.
During 2015 and the first half of 2016 the National
Colombian Interconnected System–SIN– suffered
the consquences of the weather phenomenon El
Niño, shown in the poor hydrology of the dams and
an increase of the thermal generation requierement
to guarantee the demand satisfaction. The company
efficiently met the requirements of its power plants.
173
50 MW increase of net
installed capacity of El
Guavio Hydroelectric
Power Plant
El Quimbo
El Quimbo is located south of Huila department, southeast
of Bogotá, and feeds from the flow of the Magdalena and
Suaza Rivers. The project is a run-of-the-river plant with
400 MW installed capacity, with an estimate average
El Guavio power plant started commercial operations in
generation of 2,216 GWh/year..
1993 with its five units. Originally the units were declared
to the STN with installed capacity of 200 MW and 100
In the context of the emergency that the country is
MVAR. Later, in 1995 the decision to increase installed
facing due to El Niño phenomenon, on October 6, 2015
capacity was made to 230 MW and 100 MVAR, and in
the Ministry of Mining and Energy enacted the Decree in
2006 one more time capacity grew to 240 and 100 MVAR.
Force of Law N°1,979 of 2015, which authorizes Emgesa to
Based on the units technical properties, its charge
11, 2015 the first sincronization of Unit 1 to the system of
chargeability curve, and the efficiency curve of the turbines
national transmission of Colombia was performed.
and the operational values of temperatures, currents,
vibrations, etc, below the design parameters, the company
The main developments of the project carried out in 2016,
start generating energy from October 7, 2015. On October
decided to evaluate the possibility of increase generation
were the following:
capacity of these units until such value won’t impact the
remaining useful life, and won’t affect the temperature
>
In June 2016, guaranteed maintenance for the first 3,000
parameters and stability of the use of each machine.
hours of service of Units 1 y 2.
> Works to recover oxygene levels in the turbined water
As part of the work plan, there were tasks driven to
moved forward, and guaranteed maintenance for 4,000
determine the current condition of the units, in this sense,
hours of the two units, among other works. As such,
the tests results performed in generators, transformers,
important civil works at the dam were carried out.
turbine and ancilliaries services, revealed normal values
> Guaranteed maintenance in the turbine and generator
and trends for operation times, and the equipments didn’t
for the two units and ancilliary services moved forward.
show any accelated deterioration or any kind of loss of its
properties.
Later, tests were made to the 250 MW and 100MVAR
in each generator, in this operational condition units
never exceeded the nominal power of 270 MVA, with
temperatures below the design level and within the
chargeability curve defined by the producer, same as
the power and capacity of the transfomers bank, as well
as the behavior of the CT´s of measure and protection,
were among normal parameters. When completed the 10
MW increase in every unit, it didn’t modify the loss of the
remaining useful life as an effect of the temperature of the
windings of generators not transformers. In this sense, it
was decided to inform the capacity increase of the Power
Plant to the National regulatory entities to 1,250MW.
174
Enel Américas Annual Report 2016
Project under
development:
improvements in
Termozipa Thermal
Power Plant
Land Reserved for
Future Projects
In Colombia currently there aren’t any reserved lands for
future projects.
Codensa
Since October 1, 2016, Codensa absorbed the distribution
companies DECSA and Empresa de Energía de
Termozipa is a thermal power plant owned by Emgesa
Cundinamarca, whose assets and equity merged in a
located 40 km from Bogotá. This power plant has four units
unique company that serves Bogotá and Cundinamarca
and its total installed capacity amounts to 221 MW. The
markets, as well as the thirteen districts of the
coal supply comes from coal mines located in the nearby
neighbouring Departments of Meta, Tolima and Boyacá.
area
The merged company becomes one of the strongest and
most important companies of the electricity sector of
The improvements project comprises, among others,
the country, becoming the leading electricity distribution
operations in boilers, turbines, generators and water
company in Colombia, while integrating the best of
outlets. These improvements will allow the increase of
each company in one single operation and in one single
the useful life in additional 15 years or 100,000 hours of
market, and leveraging the efficiency of the technical and
operations.
commercial operations of the Company.
As such, at the end of 2016, the Company served
In addition, the specific heat rates will improve (it’s a
3,248,447 clients, and worth is to mention that through
measure of the energy power plant efficiency) and will
the implementation of plans focused on the decrease
reduce the unavailability of energy.
ofelectricity theft (focused on five aspects: strategy
and planning, control and follow-up, monitoring and
These improvements seeks to achieve high environmental
sustainability, normalization of peripheral zones and
standards with regards to gas emissions of thermal
technical losses), the Company achieved an energy losses
coal power plants in Latin America, mainly focused on:
index of 7.06% at year end 2016, compared to 7.14% of the
Nitrogen Oxide (NOx) emissions below 330 mg/Nm3;
previous year, meaning an important decrease of energy
Sulfur Dioxide (SO2) below 400 mg/Nm3 and particulate
losses in 2016 (1,045GWh) compared to 2015 (1,086GWh).
matter emissions below 35 mg/Nm3.
Electrical energy demand in the area that Codensa serves
Operations began by the end of 2016 and are expected to
energy sector crisis in the country triggered by the impact
end in 2017. Meanwhile, the objective of the environmental
of El Niño phenomenon (between April and August), the
improvements is to reach the new emissions regime in
latter in addition to the damages that suffered Guatapé
every generation unit to be completed on 2020.
and Termoflores thermal power plants, whith which the
showed a TAM decrease of 2.4%, as a consequence of the
National Government set in motion a voluntary energy
savings plan in homes and companies, equivalent to 5% of
the energy consumption of the country.
During 2016, energy sales reached 13,632 GWh, which
represented 2.3% decrese of the energy supplied
compared to the same period the previous year. Tolls and
energy transport amounted to 5,127 GWh, representing a
6.6% decrease in relation to December 2015.
175
Activities and Distribution Projects
Smart Metering
Quality of Service
In 2016 Codensa completed the installation of more than
During 2016 we achieved important improvements in
40,000 smart meters in the context of phase 1 of the
Quality of Service, whose result was reflected in the 19%
Smart Metering Codensa project for Colombia.
fall in the average frequency of service interruption (8.83
times the SAIFI -System Average Interruption Frequency
Index-). Additionally, the duration of these interruptions
also decreased 18% (687.63 Min of SAIDI -System Average
Interruption Duration Index-).
Smart City Bogotá
During 2016, Codensa launched the Smart City project in
the urban area of Bogotá, which will remain until 2019 and
comprises the integration of technologies in this area that
includes 5,000 smart meters, 1,000 Smart Info kit, 100
LED lights remotely managed and Smart Eye modules,
8 automated circuits, 10 electric charging stations, 20
electric vehicles, 2 buildings equipped with electricity
management systems, and a control center that manages
the consumption and network status, in order to provide
more and better information to ease the decision-making
process of the user in relation to consumtion.
176
Enel Américas Annual Report 2016
Peru
Electricity Generation
Enel Américas S.A. holds directly 29% of the share capital of Enel Generación Perú and through Generandes Perú S.A.
holds 54.20% of Enel Generación Perú shares.
Enel Generación Piura is controlled by Eléctrica Cabo Blanco S.A.C. (henceforth Elecsac). Elecsac is indirectly controlled
by Enel S.p.A. through its subsidiaries Enel Américas S.A. and Generalima S.A.C.
In Peru, the others generators connected to the electricity system are: Electroperú, Enersur and Kallpa Generación.
Enel Generación Perú S.A.A.
The effective capacity of Enel Generación Perú, including
Likewise, Enel Generación Perú owns two thermal power
its subsidiary company Chinango, reached 1,683 MW,
plants, Santa Rosa and Ventanilla, whose installed capacity
46.7% of which is hydro generation and 53.3% is thermal
is 418 MW and 479 MW, respectively. The first one, located
generation. The Company owns seven hydroelectric
in the Cercado de Lima, is comprised by units UTI with 106
facilities, five of which are located in Lima and two in Junín.
MW, TG7 of 125 MW and TG8 of 187 MW. The second
The hydroelectric power plants in Lima are located in the
generation units: two gas turbines and one steam turbine
Rímac River basin. Huinco Power Plant is located in Santa
that constitute a combined cycle. Ventanilla Thermal Power
Eulalia River basin, a tributary of Rímac River. Its installed
Plant was the first combined cycle installed in the SEIN
capacity amounts to 268 MW and Matucana Powe Plant
and currently is one of the four combined cycles of the
power plant is located in the Callao province, and has three
is located in Rímac River basin, whose installed capacity
system.
is 137 MW.
These rivers are diverted through tunnels and channels to
the town of Barba Blanca, where Callahuanca Power Plant
is located, whose installed capacity is 84 MW. Downstream
are placed the power plants Moyopampa, with 69 MW, and
Huampaní, with 31 MW. The total capacity of these five
power plants is 589 MW. Enel Generación Perú owns 21
lagoons that hold with total capacity of 282.35 hm3, which
allows the regulation of the flow for energy generation and
for the water supply to the city of Lima.
The two hydroelectric power plant Yanango, with 43 MW,
that uses the flows of Tarma River; and Chimay, with
155 MW, that uses the flows of Tulumayo River in the
department of Junín. Their total installed capacity amounts
to 198 MW. These two power plants became part of
the subsidiary Chinango, as a consequence or a simple
corporate reorganization process.
177
Enel Generación Piura S.A.
Enel Generación Piura owns two generation power plants, located in the province of Talara, departament of Piura, in the north
of Peru. These are the following:
> Malacas Power Plant: comprises one TG1 Mitsubishi unit
> Malacas 2 Power Plant, comprises ABB open cycle unit,
with 11,70 MW of effective installed capacity, and was
it’s equipped to operate with or without water injection,
removed from commercial operation on August 23, 2014,
with natural gas.
which is being replaced by a new TG6 unit with 51 MW of
installed capacity, project under construction in 2016 and
> Malacas 3 Power Plant, comprises SIEMENS open
it’s estimated to start commercial operations in early 2017.
cycle unit in cold generation reserve condition, and uses
Power Plant
Malacas 2
Malacas 3
Unit
TGN4
TG-5 RF
Total
diesel B5 fuel.
Production Centers
Manufacturer
ABB
SIEMENS
Declared Fuel
Gas natural
Diesel B5
Effective Capacity (MW)
104.37 *
190.35**
294.72
* Valid from July 1, 2015.
** Effective Capacity Contracted, measured in the SE Talara 220 kV, valid from May 18, 2016.
Source: Commercial – Enel Generación Piura
During 2016, the electricity generation of Enel Generación Piura reached 679.58 GWh. (Malacas 2 Power Plant contributed
with 651.68 GWh and Malacas 3 Power Plant generated 27.89 GWh), 16.31% higher in relation to the generation of the
previous year, and was mainly due to:
> Higher dispatch requirement of the TGN4 Unit using
> Operation of TG-5 RF unit using diesel at the beginning
natural gas due to the operation priority of the thermal
of the year due to gas restriction from Camisea due to
units to Coes; in this respect, the declaration of a lower
the breakage of the liquid pipelines of TGP (from January
natural gas price for this unit allowed that the variable
20 through February 2).
cost became more competitive than other thermal
units of the SEIN that generated with natural gas from
Camisea.
Source: Commercial – Enel Generación Piura S.A.
178
Enel Américas Annual Report 2016
With regards to the operation of Malacas thermal Power Plant units, had two different periods of generation differentiated
by the hydrology seasons: dry season and flood:
> In the first period, between January and May, and due
> In the second period, between June and December,
to the failures of the Camisea natural gas Camisea,
generation increased due to a lower hydrology in the
export of energy to Ecuador, and also the relieve hydric
hydroelectric power plants of the SEIN.
production deficits while solid materials were detected
in the basins waters.
On the other hand Malacas Thermal Power Plant had a total availability of 97.13%. Minor maintenances were carried out
in the TGN-4 unit.
In the period, the generation unit TGN4 recorded a load factor of 70.64% and its net annual average efficiency was 31.82%.
Likewise, the average capacity of Malacas Thermal Power Plant was 81 MW and accounted an annual peak demand of
294 MW (at 21:30 hours of November 19, 2016). The daily peak production has been 5,921 MWh, on January 21, 2016.
On April 13, the Effective Capacity and Performance (PR-17) tests of TG5 RF unit of Malacas Thermal Power Plant were
perfomed by the company CENERGIA with the attendance of Coes as observer. On May 18, 2016, the Coes approved
the effective capacity test report and the performance of this unit; concurrently to the effective installed capacity test
and pursuant to the Contract subscribed wuth the State, the value of the Effective Contracted Capacity was determined
in 190 MW.
179
Activity and Projects
in Generation
Electricity
Distribution in Peru
Project under
construction:
expansion of Huampani
Hydroelectric Power
Plant
Huampani is a hydroelectric power plant located in
Lurigancho Chosica, Lima district, Peru.
Enel Américas S.A. owns directly 24% of the share capital
of Enel Distribución Perú.
In Peru, other distribution companies that participate
in the electricity system are: Luz del Sur, Electro Sur,
Electrocentro, Hidrandina and ENSA.
Enel Distribución Perú
S.A.A.
The Hydroenergy Recuperation Project (“HER”) consists
Enel Distribución Perú is the concessionary company for
on the expansion of the installed capacity of this power
electric utility that covers the north area of Metropolotan
plant (currently 31 MW) through the implementation of
Lima, in the Callao province and in Huaura, Huaral, Barranca
two new turbines of 0.35 MW each, with their respective
and Oyón provices. The concession area covers a total of
generators and ancilliary equipments, inside the existing
1,517 km2.
download of Huampani Power Plant, that will be connected
to the Huampani substation through a 10kV line of 140
Edelnor is the sole distribution company in 52 districts and
meters long.
shares five additional districts with the southern distributor.
The company distributes energy to 1,367,044 clients, and
The Environmental Authorization for the project was
benefits more than half of the inhabitants of Metropolitan
granted in August 2016 and the Pre-operational Study
Lima. At the end of 2016, the total accrued energy losses
(“EPO”) was approved by the COES (Economic Operation
index was 7.8%
Committee of the National Interconnected System) in
September of the same year.
As of December 31, 2016, Enel Distribución Perú had
1,367,044 clients, which represented a 2.28% growth in
In September 2016, Enel Generación Perú was awarded
relation to 2015. Energy physical sales and tolls for 2016
with the Water to Wire Contract, which consists on a mode
reached 7,601 GWh, 0.6% lower than the previous year. In
of comprehensive generation contract, which simplifies
monetary terms, sales reached 3,003 million Soles, which
the planning and development of the project, because the
represented a 16.54% increase compared to the previous
contractor takes care of most of the equipment supply to
year.
a consortium. The contract between Enel Generación Perú
and the consortium came into effect in November 2016.
At present, the consortium is developing the detailed
engineering for the civil works and the electromecanic
design, which is expected end in April 2017.
The construction is planned to start in June 2017, in order
to reach its full generation capacity by the end of the year.
180
Enel Américas Annual Report 2016
Activities and
Projects in
Distribution
In 2016, Enel Distribución Perú made investments for a
total of 415.6 million soles. Main investments were:
> Capacity expansion of the transformation substations
(SET), and transmision lines including works for the new
SET Malvinas, Filadelfia and Comas (116.4 million soles).
> Expansion and reinforcement of medium and low
voltage (54.5 million soles).
> Capacity expansion of medium and low tension feeders
(16.8 million soles).
> Atention/electrification of new projects for the expansion
of the grid in human settlements (25.8 million soles).
> Provision of greater safety in the facilities (37.6 million
soles).
> Improvements in the public lighting facilities (6.1 million
soles).
> Investments for the commercial losses reduction (18.6
million soles).
181
Ownership
Structure
183
184
Enel Américas Annual Report 2016
Direct and Indirect Economic
Participations
Argentina
Enel Generación Costanera S.A.
Enel Generación El Chocón S.A
Central Dock Sud, S.A.
Empresa Distribuidora Sur S.A.
Compañía de Transmisión del Mercosur S.A.
Transportadora de Energía S.A.
Enel Trading Argentina S.R.L.
Yacylec
Termoeléctrica José de San Martin
Termoeléctrica Manuel Belgrano
Central de Vuelta Obligado S.A.
Brasil
Enel Brasil S.A.
Central Generadora Termoeléctrica Fortaleza S.A.
EGP Cachoeira Dourada S.A.
Ampla Energía E Serviços S.A.
Compañía Energética Do Ceará S.A.
Enel Cien S.A.
Enel Green Power Modelo 1 Eólica S.A.
Enel Green Power Modelo 2 Eólica S.A.
Colombia
Emgesa S.A. E.S.P.
Compañía Distribuidora y Comercializadora de Energía S.A.
Company merged on 12/31/2016 with Codensa
Peru
Enel Generación Perú
Enel Distribución Perú S.A
Compañía Energética Veracruz
Enel Generación Piura
Chinango S.A.C
Gx: Generation
Dx: Distribution
Tx: Transmission / Commercialization
Ox: Gas Pipelines, others
Business
Gx
Gx
Gx
Dx
Tx
Tx
Tx
Tx
Gx
Gx
Gx
Negocio
Gx, Dx, Tx
Gx
Gx
Dx
Dx
Tx
Gx
Gx
Business
Gx
Dx
Dx
Business
Gx
Dx
Gx
Gx
Gx
Ownership
75.59%
65.32%
40.25%
72.07%
99.34%
99.34%
99.95%
22.22%
16.91%
16.91%
25.25%
Propiedad
99.34%
99.34%
99.10%
99.33%
73.67%
99.34%
0.97%
0.97%
Ownership
48.48%
48.41%
-.-
Ownership
83.60%
75.68%
100%
96.50%
66.88%
185
Perimeter of Enel Américas’
Corporate Shareholdings
48.481619%
4.90 %
48.40578 %
100 %
24.00 %
100 %
EMGESA S.A.
94.95 %
SOCIEDAD
PORTUARIA
CENTRAL
CARTAGENA S.A.
INVERSORA
CODENSA S.A.S.
100 %
CODENSA S.A.
GASATACAMA
CHILE S.A.
INVERSIONES
DISTRILIMA S.A.
51.684 %
ENEL
DISTRIBUCION
PERU S.A.
GENERALIMA
S.A.
EMGESA
PANAMA S.A.
100 %
22.22 %
YACILEC S.A.
0.2509 %
CENTRAL
DOCK SUD S.A.
69.9925 %
INVERSORA
DOCK SUD S.A.
57.1417 %
Chile
Argentina
Brazil
Peru
Colombia
ENEL
GENERACIÓN
COSTANERA S.A.
75.6813 %
ENEL
ARGENTINA S.A.
99.8847 %
100 %
GENERANDES
PERÚ S.A.
20 %
EMPRESA
ELÉCTRICA
CABOBLANCO
S.A.
80 %
0.1153 %
1.42 %
Termoeléctrica
Manuel Belgrano S.A.
1.42 %
Termoeléctrica José
de San Martín S.A.
6.40 %
Central Vuelta de
Obligado S.A.
5.326 %
5.326 %
18.85 %
18.85 %
1.3 %
33.2 %
45 %
ENEL TRADING
ARGENTINA S.R.L .
55 %
29.3974 %
80 %
54.19961 %
ENEL
GENERACIÓN
PERÚ S.A.
DISTRILEC
INVERSORA S.A.
51.50 %
3.996592 %
CHINANGO
S.A.C.
ENEL
GENERACIÓN EL
CHOCÓN S.A.
8.6741 %
56.3577 %
EDESUR S.A.
59.00 %
43.0971 %
50 %
15.1836062 %
41.9411 %
HIDROINVEST S.A.
SACME S.A.
1.00 %
54.1535 %
60 %
ENEL
GENERACIÓN
PIURA S.A.
100 %
36.50 %
CHILECTRA
INVERSUD S.A.
100 %
COMPAÑÍA
ENERGÉTICA
VERACRUZ S.A.C.
21.022414 %
90.062098 %
ENEL
BRASIL S.A.
5.941306%
COELCE S.A.
58.867455 %
46.886283 %
31.7283 %
AMPLA
ENERGIA S.A.
INGENDESA DO
BRASIL LTDA.
EGP CACHOEIRA
DOURADA S.A.
99.754055 %
100 %
C.G.T.
FORTALEZA S.A.
0.0001 %
TESA S.A.
99.999 %
ENEL CIEN
S.A.
100 %
99.9999 %
SOLUCIONES
ENEL
S.A.
0.001 %
99.999993 %
CTM S.A.
99.95 %
EÓLICA FAZENDA
NOVA-GERACAO E
COMERCIALIZACAO
DE ENERGIA S.A.
0.975 %
EGP
0.975 %
EGP
MODELO I EÓLICA
MODELO II EÓLICA
186
Enel Américas Annual Report 2016
48.481619%
4.90 %
48.40578 %
100 %
24.00 %
100 %
EMGESA S.A.
94.95 %
SOCIEDAD
PORTUARIA
CENTRAL
CARTAGENA S.A.
INVERSORA
CODENSA S.A.S.
100 %
CODENSA S.A.
GASATACAMA
CHILE S.A.
INVERSIONES
DISTRILIMA S.A.
51.684 %
ENEL
DISTRIBUCION
PERU S.A.
GENERALIMA
S.A.
ENEL
GENERACIÓN
COSTANERA S.A.
75.6813 %
ENEL
ARGENTINA S.A.
99.8847 %
100 %
GENERANDES
PERÚ S.A.
20 %
EMPRESA
ELÉCTRICA
CABOBLANCO
S.A.
80 %
0.1153 %
45 %
ENEL TRADING
ARGENTINA S.R.L .
55 %
29.3974 %
80 %
54.19961 %
ENEL
GENERACIÓN
PERÚ S.A.
DISTRILEC
INVERSORA S.A.
51.50 %
3.996592 %
CHINANGO
S.A.C.
90.062098 %
ENEL
BRASIL S.A.
5.941306%
60 %
ENEL
GENERACIÓN
PIURA S.A.
100 %
36.50 %
CHILECTRA
INVERSUD S.A.
100 %
COMPAÑÍA
ENERGÉTICA
VERACRUZ S.A.C.
21.022414 %
59.00 %
43.0971 %
50 %
15.1836062 %
41.9411 %
HIDROINVEST S.A.
SACME S.A.
1.00 %
54.1535 %
INGENDESA DO
BRASIL LTDA.
COELCE S.A.
58.867455 %
46.886283 %
AMPLA
ENERGIA S.A.
31.7283 %
EGP CACHOEIRA
DOURADA S.A.
99.754055 %
100 %
C.G.T.
FORTALEZA S.A.
0.0001 %
TESA S.A.
99.999 %
ENEL CIEN
S.A.
100 %
99.9999 %
ENEL
SOLUCIONES
S.A.
0.001 %
99.999993 %
CTM S.A.
EÓLICA FAZENDA
NOVA-GERACAO E
COMERCIALIZACAO
DE ENERGIA S.A.
EGP
MODELO I EÓLICA
EGP
MODELO II EÓLICA
99.95 %
0.975 %
0.975 %
187
1.42 %
Termoeléctrica
Manuel Belgrano S.A.
1.42 %
Termoeléctrica José
de San Martín S.A.
6.40 %
Central Vuelta de
Obligado S.A.
5.326 %
5.326 %
18.85 %
18.85 %
1.3 %
33.2 %
ENEL
GENERACIÓN EL
CHOCÓN S.A.
8.6741 %
56.3577 %
EDESUR S.A.
EMGESA
PANAMA S.A.
100 %
22.22 %
YACILEC S.A.
0.2509 %
CENTRAL
DOCK SUD S.A.
69.9925 %
INVERSORA
DOCK SUD S.A.
57.1417 %
Chile
Argentina
Brazil
Peru
Colombia
GENERACIÓNEnel Generación CostaneraEdesurEnel Generación El ChocónCentral DocksudEGP Cachoeira DouradaEnel Cien*EmgesaEnel Generación PerúEnel Generación PiuraDISTRIBUCIÓNFortalezaAmplaCoelceCodensaEnel Distribución Perú
Significant Events
of the Company
189
190
Enel Américas Annual Report 2016
2016
Since December 1st, 2016 and as a consequence of The Merger, the name of the Company changed from Enersis
Américas to Enel Américas, the web sites of the former Enersis Américas, Endesa Américas and Chilectra Américas were
grouped into www.enelamericas.com
Significant Events
In accordance with articles 9 and 10, paragraph 2, under
Superintendence of Securities and
Insurance
Securities Market Law N°18,045, and as established under
proceeded to record Enersis Chile S.A. and its shares
General Norm No. 30 of the Superintendence, the following
in the Securities Registry, according to a certificate
significants events were informed:
issued by this entity, and that it has made the
respective listings in the Santiago Stock Exchange,
> On January 29, 2016, the following significant event was
the Valparaíso Stock Exchange, the Chile Electronic
informed:
Stock Exchange and the New York Stock Exchange of
United States of America, all in accordance with the
Pursuant to the Company’s Extraordinary Shareholders’
decision made at the Extraordinary Shareholders’
Meeting held on December 18, 2015 that approved the
Meeting of Enersis Américas S.A.
(previously
Spin-Off of Enersis, shall become effective on Monday,
Enersis S.A.) held on December 18, 2015. Therefore,
February 1, 2016, a date as of which the new company
the shares of the divided equity of Enersis Chile
Enersis Chile S.A. (“Enersis Chile”) began to exist and
should be distributed free of any payment to the
the reduction of capital and other statutory reforms
shareholders of Enersis Américas S.A. entitled to
of the current Company shall be verified, and the
receive them.
continuing company will change its name to “Enersis
Américas S.A.” The Board of Directors of Enersis has
2.- Inform that the Board of Directors of Enersis Chile
been informed that the condition precedent the Spin-
S.A. agreed to carry out the distribution and delivery
Off of the Company was subject to has been met and,
of a total of 49,092,772,762 shares issued by Enersis
consequently, it issued the public deed entitled “Public
Chile, all nominative, of a unique and single series
Deed of Compliance of the Condition of the Spin-Off of
and without nominal value, on April 21, 2016, to the
Enersis” which established that the condition precedent
has been met on January 29, 2016.
shareholders of Enersis Américas S.A. that were
listed in its shareholders’ registry at the midnight of
the day before April 21, 2016.
> On February 26, 2016, the following significant event
was informed:
3.- This distribution to the shareholders of Enersis
Américas S.A. will be carried out by delivering one
In the ordinary session No. 02/ 2016 of Enersis Américas
share of Enersis Chile for each share of Enersis
S.A., formerly Enersis S.A., unanimously agreed to
Américas S.A. that will be registered under its name
unilaterally terminate the Strategic Alliance Agreement,
in the registry at the midnight of the day before April
a contract that was executed with Endesa España on
21, 2016. From April 21, 2016 onwards, the shares
March 18, 1998. This termination is in accordance with
issued by Enersis Chile may be officially quoted in
the terms of the contract and will become effective on
March 31, 2016.
the stock markets aforementioned.
4.- Representative titles of the shares in Enersis Chile
> On April 14, 2016, the following significant event was
S.A will be available for shareholders of Enersis
informed:
Américas S.A. to be withdrawn on April 21, 2016 at
the Equity Department of Enersis Américas S.A. at
1.- To announce
that, on April 13, 2016,
the
DCV Registros S.A. offices, located in Huérfanos 770,
191
22nd floor, Santiago, Monday to Thursday from 9:00
> In accordance with articles 9 and 10, paragraph 2, under
am to 5:00 pm, and Friday from 9:00 am to 4:00 pm.
Securities Market Law N°18,045 and as established under
General Norm N°30 of the Superintendence, duly authorized
> At the Ordinary Shareholders Meeting of Enersis
on behalf of Enersis Américas S.A. (“Enersis Américas” or
Américas held on April 28, 2016, has agreed to distribute
the “Company”), I hereby inform you of the following:
an minimum obligatory dividend (that is reduced by the
interim dividend pro-forma paid in January 2016) and a
1.- Unanimously, the Board of Directors has agreed to
additional dividend of Ch$ 204,874,253,630, equivalent
formally begin the Merger process in which Enersis
to Ch$ 4.17321 per share.
Américas would absorb Endesa Américas S.A.
(“Endesa Américas”) and Chilectra Américas S.A.
Since Interim dividend has already been paid, the
(“Chilectra Américas”) by incorporation, which would
remaining Ch$
167,209,724,296,
equivalent
to
then dissolve without liquidation, replacing them in
Ch$3.40599 per share dividend will be distributed and
all their rights and obligations (the “Merger”); in line
paid in Definitive Dividend N°93.
In addition, the Board of Directors’ Meeting appointed
the following members for a three-year period:
Mr. Francisco de Borja Acha Besga
Mr. José Antonio Vargas Lleras
Mr. Livio Gallo
Mr. Enrico Viale
Mr. Hernán Somerville Senn
Mr. Patricio Gómez Sabaini
Mr. Domingo Cruzat Amunátegui
with the resolutions adopted at the Extraordinary
Shareholders’ Meeting of Enersis Américas held on
December 18, 2015, and according to the terms of the
Merger presented in the aforementioned Meeting,
particularly regarding to the following: (i) that the
Merger is subject to compliance of the condition
precedent in which the right to withdrawal that the
shareholders of Enersis Américas, Endesa Américas
and Chilectra Américas might potentially exercise
because of the Merger, should not exceed 10%,
7.72% and 0.91%, respectively; This, to the extent
that the right to withdrawal from Enersis Américas
> At the Board of Directors’ Meeting of Enersis Américas
should not lead to any shareholder exceeding the
S.A. hled on April 29, 2016, Mr. Francisco de Borja Acha
maximum limit of 65% of share concentration of
Besga was appointed Chairman of the Board, Mr. José
Enersis Américas after the merger is carried out;
Antonio Vargas Lleras was appointed Vice Chairman of
(ii) that, pursuant to the agreement adopted on
the Board and Mr. Domingo Valdés Prieto as Secreatary
November 24, 2015 by the Board of Directors of
of the Board.
Enersis Américas, it was agreed to propose to the
Board to decide on the Merger a share ratio of
Similarly, in the aforementioned meeting, the Directors’
2.8 of Enersis Américas shares for each Endesa
Committee, in accordance to the Chilean Companies
Américas share and 5 Enersis Américas shares for
Act Law N°18,046 and the Sarbanes - Oxley Act, was
each of Chilectra Américas share; (iii) that, pursuant
appointed. The Directors’ Committee is composed of
to the agreement adopted on November 24, 2015,
Directors Hernán Somerville Senn, Patricio Gómez
complemented by another agreement adopted on
Sabaini and Domingo Cruzat Amunátegui. As required by
December 17, 2015, the Board of Directors of Enersis
the provisions of Circular N°1956 of the Superintendence
Américas also announced its intention to submit a
of Securities and Insurance, I inform you that the three
tender offer for the acquisition of shares (“OPA,” in
aforementioned members are independent Directors.
its Spanish acronym) related to all the shares and
American Depositary Receipts (“ADRs”) issued by
The Board of Directors of the Company has appointed
Endesa Américas which are not owned by Enersis
Mr. Hernán Somerville Senn as the Directors’ Commit-
Américas for the price of 285 Chilean pesos and that
tee’s Financial Expert, and the Directors’ Committee ap-
the tender offer would be subject to the approval of
pointed Mr. Hernán Somerville Senn as President of the
the Merger by Extraordinary Shareholders’ Meetings
Directors’ Committee and Mr. Domingo Valdés Prieto as
of Enersis Américas, Endesa Américas and Chilectra
Secretary of the Directors’ Committee.
Américas, and that after the legal period to exercise
192
Enel Américas Annual Report 2016
the right to withdrawal from Enersis Américas and
of the Chilean Companies Act Law N°18,046 (“LSA,”
Endesa Américas expires, the conditions being met
in its Spanish acronym), stating their involvement
that the right to withdrawal has not been exercised
according to administrative interpretation carried out
above a certain number or percentage of shares as
by the Superintendence of Securities and Insurance
relevant, and any other term and condition that will
and as set forth in the Sentence of the Appeals Court
be duly established at the time of presenting such
of Santiago of March 22, 2016.
an offer; (iv) that, by the agreement aforementioned
on November 24, 2015, the Chief Executive
3.- By the unanimous agreement of the Board of
Officer (“CEO”) has been instructed that, only and
Directors, we hereby inform you that the CEO, Mr.
exclusively under the assumption that the Merger
Luca D’Agnese, as Chairman of the Board of Directors
agreements are not adopted before December 31,
and CEO of Enel Latinoamérica, S.A. and member
2017, the compensation commitment terms should
of the Board of Directors of Enel Iberoamérica,
be negotiated in good faith with Endesa Chile under
S.L. has declared to have an interest in the Merger
which the tax costs borne by Endesa Chile as a result
under the terms of article 147 of the LSA, stating his
of its division and those benefits or tax credits that
involvement in the Merger. Therefore, the Board of
Endesa Américas or Endesa Chile are to obtain as a
Directors has resolved that the CFO should carry out
result of this division be duly accredited and deducted
all the instructions provided by the Board of Directors
and offset by the tax benefits that Enersis Américas
and refrain from carrying out negotiations that could
might obtain; (v) that the controlling shareholder,
lead to a conflict of interest for the Merger.
Enel S.p.A. (“Enel”), through two letters dated
November 25 and December 17, 2015 said, on the
4.- By the unanimous agreement of the Board of
one hand, (a) that it considered the exchange ratio
Directors, we appointed Mr. Rafael Malla Osorio
announced for the Merger suitable to the interests
as the Company’s independent expert appraiser so
of all shareholders and to the companies involved
that he may issue a report regarding the value of the
in the reorganization, in such a way that it would
merging companies and the corresponding share
vote in the corresponding Extraordinary Meeting of
exchange ratio, under the terms of and in compliance
Shareholders in favor of the Merger if, before the
with article 156 and 168 of the Corporations Act.
aforementioned Meeting, the relevant supervening
facts that substantially affect the referred to exchange
5.- By the majority of the Board of Directors, and with the
relations have not been met prior to the shareholders
dissenting vote of Mr. Domingo Cruzat Amunátegui,
meeting and on the other hand (b) that if the Merger
we have appointed Banco Itaú as financial advisor
is approved, it is Enel’s intention, as the controlling
of the Board of Directors of Enersis Américas with
shareholder, not to carry out or propose any other
regards to the Merger, so that it may issue a report
corporate reorganization processes that would affect
pursuant to article 147 of the Corporations Act.
Enersis Américas for a period of no less than five
Director Mr. Domingo Cruzat Amunátegui based his
years as of the time the Extraordinary Shareholders’
dissent on the number of experts designated by the
Meeting approves the Merger, other than the ones
Board, considering that the financial advisors should
dealt with at the aforementioned Extraordinary
be more than one and that, consequently, he would
Meeting of Shareholders.
promote the appointment of another financial advisor
by the Directors’ Committee of the Company.
2.- By unanimous agreement of the Board of Directors,
we hereby
inform you that directors Messrs.
> On May 16, 2016, the following significant event was
Francisco de Borja Acha Besga, Jose Antonio Vargas
informed:
Lleras, Livio Gallo, Enrico Viale, Hernán Somerville
Senn and Patricio Gómez Sabaini, upon having
In accordance with articles 9 and 10, paragraph 2, un-
been elected in a decisive vote of the controlling
der Securities Market Law N°18,045 and as established
shareholder of the company, have declared an
under General Norm N°30 of the Superintendence, duly
interest in the Merger under the terms of Article 147
authorized on behalf of Enersis Américas S.A. (“Ener-
193
sis Américas” or the “Company”), it’s been informed
the Superintendence, duly authorized on behalf of Enersis
informed the significant event that the Directors’ Com-
Américas S.A. (“Enersis Américas” or the “Company”), I
mittee of Enersis Américas, at an extraordinary meeting
hereby inform you of the following significant event:
held today, has appointed Credicorp Capital Asesorías
Financieras S.A. (“Credicorp Capital”) as the Indepen-
In accordance with articles 9 and 10, paragraph 2, under
dent valuator for the merger process, in which Enersis
Securities Market Law N°18,045 and as established
Américas would acquire Endesa Américas S.A. and Chi-
under General Norm N°30 of the Superintendence, the
lectra Américas S.A., where the latter companies would
Company informed of the following Significant Event in
be dissolved without liquidation, and whose start was
relation to the extraordinary board of Directors’ meeting
communicated through a Significant Event of the Com-
held on August 5, 2016, the Board of Directors of Enersis
pany on May 7, 2016. The Directors’ Committee agreed
Américas S.A.
(“Enersis Américas”) unanimously
the hiring of Credicorp Capital, so that it may issue a
agreed to call an Extraordinary Shareholders’ Meeting to
report pursuant to article 147 of the Chilean Companies
be held on September 28, 2016.
Act Law N°18,046.
> On June 16, 2016, the following significant event was
Extraordinary Shareholders’ Meeting are as follows:
The matters to be discussed and voted on at the
informed:
I. Related-party transactions (OPR). Pursuant to the
In accordance with articles 9 and 10, paragraph 2, under
terms of Title XVI of the Chilean Companies Act, Law
Securities Market Law N°18,045 and as established under
No. 18,046 (“LSA”,), to approve the OPR (“OPR”)
General Norm N°30 of the Superintendence, duly authorized
which consists of the proposed statutory merger
on behalf of Enersis Américas S.A. (“Enersis Américas”
of Endesa Américas S.A. (“Endesa Américas”) and
or the “Company”), I hereby inform you of the following
Chilectra Américas S.A. (“Chilectra Américas”),
information regarding the merger process described to the
into Enersis Américas (the “Merger”), referred to
Superintendence of Securities and Insurance via Significant
in item II below, taking into account the following
Event dated May 6, 2016. Considering that the independent
background data that serves as its foundation,
expert, Mr. Rafael Malla Osorio, appointed in the previously
and which are available to the shareholders at the
indicated date, has stated that he will not be able to comply
Company’s corporate address and on its website
in time and form with the task commissioned to him in
www.enersis.cl:
line with the United States legislation requirements on
the subject matter as a consequence of the Company’s
(i) Report issued by Banco Itaú, the independent
registered ADR Program at the NYSE, the Company’s Board
appraiser appointed by the Board of Directors,
of Directors agreed unanimously to revoke the independent
dated August 5, 2016;
expert appointment conferred upon Mr. Rafael Malla Osorio
and to appoint Mr. Pablo D’Agliano instead, subject to his
(ii) Report issued by Credicorp (IM Trust), the
execution of the respective contract. Upon execution of
independent appraiser appointed by
the
a contract between the Company and Mr. D’Agliano, the
Directors’ Committee, dated August 5, 2016;
new independent expert appointed unanimously by the
Company’s Board of Directors, he must issue a report
(iii) Fairness opinion dated August 5, 2016 by Bank
regarding the value of the merging companies and their
of America Merrill Lynch, the financial advisor of
respective exchange ratios, according to the terms and
Enersis Américas’ Board of Directors, over the
conditions, and in compliance with provisions of articles 156
merger process.
and 168 of Regulations of the Chilean Companies Act Law
N°18,046.
>
On August 5, 2016, In accordance with articles
(iv) Report issued by the Company’s Directors’
Committee, dated August 5, 2016; and
9 and 10, paragraph 2, under Securities Market Law
(v) Individual opinions of the Company Directors,
N°18,045 and as established under General Norm N°30 of
Messrs. Borja Acha B. (Chairman), José Antonio
194
Enel Américas Annual Report 2016
Vargas L. (Vice Chairman), Livio Gallo, Enrico
of Enersis Américas, Endesa Américas and
Viale, Hernán Somerville S., Patricio Gómez S.
Chilectra Américas, respectively.
and Domingo Cruzat A., all dated August 5, 2016.
2. The Merger would be subject to the following
(vi) The document comprising the terms and
conditions
precedent
(the
“Conditions
conditions of the proposed merger prepared in
Precedent”):
accordance with Article 155(a) of the Chilean
Companies Regulations, which contains the
(i) The right to withdraw that may be exercised
objectives and expected benefits of the merger;
by the shareholders of Enersis Américas as
a result of the Merger may not exceed 10%
II. Merger. Once item I above has been approved,
of its outstanding voting shares; provided
pursuant to the terms of Title IX of the LSA, and of
that the exercise by the shareholders of
paragraph 3 of Title IX of the Chilean Companies
Enersis Américas of the right to withdraw
Regulations, approve (i) the proposed Merger by
does not result in any shareholder exceeding
virtue of which Enersis Américas, in its capacity as
the maximum shareholding concentration
the surviving company, would absorb by acquisition
limit of 65% in Enersis Américas on the date
each of Endesa Américas and Chilectra Américas,
the exercise period of the right to withdraw
each of which would then dissolve without the
by dissenting shareholders is due to expire,
need for their liquidation, succeeding them in all
considering for that purpose the number of
their rights and obligations; and (ii) the background
shares into which the new Enersis Américas
information that serves as foundation for the Merger.
capital stock approved according to item 4
The specific terms and conditions of the Merger will
below is divided;
be the following:
1. The background information that serves as
by the shareholders of Endesa Américas as a
foundation for the Merger, according to the
result of the Merger may not exceed 10% of
applicable legislation, was made available to the
its outstanding voting shares;
(ii) The right to withdraw that may be exercised
shareholders today, including:
(iii) The right to withdraw that may be exercised
(i) The document containing the terms and
by the shareholders of Chilectra Américas as
conditions of the proposed Merger, drawn
a result of the Merger may not exceed 0.91%
up in accordance with Article 155(a) of the
of its outstanding voting shares; and
Chilean Companies Regulations, and which
also contains the objectives and expected
If one or more of the events described in
benefits of the Merger;
numerals (i), (ii) or (iii) above occurs within
the 60 days of the date of the respective
(ii) The balance sheets and financial statements
shareholders’ meetings to vote on the
of Enersis Américas, Endesa Américas and
merger, the shareholders of each of the
Chilectra Américas as of June 30, 2016, duly
merging companies may agree at a new
audited by the external audit firms Ernst
shareholders’ meeting that the merger will
& Young, KPMG Auditores Consultores
take effect notwithstanding these effects.
Limitada, and RSM Chile Auditores Limitada,
respectively; and
3. Once the Conditions Precedent have been
satisfied, the representatives appointed by
(iii) The expert reports prepared by Messrs. Pablo
the Boards of Directors of Enersis Américas,
D´Agliano, Colin Becker and Emilio Venegas
Endesa Américas, and Chilectra Américas
Valenzuela, all issued on August 5, 2016, and
shall grant a single declaratory public deed,
commissioned by the Boards of Directors
notifying about the compliance with said
195
Conditions Precedent. Said public deed shall
of Enersis Américas with regards to their Pre
be titled “Deed of Compliance with Merger
Merger Shares, will be subscribed and paid. The
Conditions.”
shares associated with the capital increase will
be totally assigned to be distributed among the
The Merger shall be effective as of the first day of
shareholders of Endesa Américas and Chilectra
the calendar month following the month in which
Américas, excluding
the shareholders of
the aforementioned Deed of Compliance with
Enersis Américas, according to the assignation
Merger Conditions is granted. The foregoing is
rule described in the following number 11, in
without prejudice to timely compliance with the
proportion to the corresponding share in relation
registration in the corresponding Commercial
to the exchange defined in the Merger.
Registry and publication in the Official Gazette
of the extracts of the respective public deed
5. An exchange ratio of 2.8 shares of Enersis
recordings, either prior to or after granting the
Américas for each share of Endesa Américas
Deed of Compliance with Merger Conditions.
and 4 shares of Enersis Américas for each share
Once the Merger has become effective, it will
of Chilectra Américas will be proposed without
be timely informed to the SVS and to the market
considering fractions of shares.
as an essential fact.
6. The name of the Company shall be changed
4. A capital increase of Enersis Américas by the
to Enel Américas S.A. and it will be clarified
amount Ch $1,046,470,167,544, through the
that it is a publicly traded company.
issuance of 9,232,202,636 new registered
shares of the same series and without par
7. The corporate purpose of Enersis Américas
value, which will be subscribed and paid, in
shall be changed in order to allow related
whole or part, using the incorporated equity of
companies and associates of Enersis
the shareholders of the absorbed companies,
Américas as potential recipients of
its
excluding for purposes of this subscription and
services, and a formal amendment of the
capital payment, the shareholding capital Enersis
text shall be drafted to that effect.
Américas owns in each of Endesa Américas and
Chilectra Américas through shares it currently
8. The following articles of Enersis Américas’
owns in the companies (“Current Shares”).
bylaws will be modified, for the sole purpose
This also applies for those shares issued by
its name, as indicated in numbers 4, 6 and
of increasing the capital stock and changing
Endesa Américas acquired prior to the Merger,
7 above:
as a consequence of the pubic offering for
the acquisition of shares to be performed by
(i) Amendment of Article One, informing that
Enersis Américas and covering all the shares and
the new name of the Company will be Enel
American Depositary Receipts (ADRs) of Endesa
Américas S.A., clarifying that it is a publicly
Américas not owned by Enersis Américas, in the
traded company;
terms and conditions to be promptly detailed at
the time the offer is carried out (hereafter, the
(ii) Amendment of Permanent Article Fourth, in
shares acquired will be named “OPA Shares”,
order to insert in the first paragraph a comma
and together with the Current Shares, will be
(,) between expressions “foreign” and “the
called “Pre Merger Shares”). In the moment
exploration” and replace in letter d) the
where the Merger takes place, the only part of
terms “associate companies” with “related,
the share capital increase of Enersis Américas
subsidiaries and associate companies”;
to be charged to the equity incorporation related
to the shareholders of the companies absorbed
(iii) Amendment of Article Five, informing of
in the Merger, including those shareholders
the increase of Enersis Américas’ capital
196
Enel Américas Annual Report 2016
resulting from the Merger, and the issuance
The Current Shares are excluded from this
of newly registered shares of a single series
designation as they are left ineffective as a result
and without par value;
of the merger.
(iv) Rescind all of the bylaws’ transitional
12. Agree on any other matters that the shareholders
provisions due to loss of validity, and add a
may deem appropriate with respect to the
new Transitional Article One related to the
proposed Merger, and fully authorize the board
status of the subscription and payment of
of directors of Enersis Américas to grant all the
the capital stock after the Merger.
powers of attorney that it may deem necessary,
especially
those
necessary
to
legalize,
(v) Likewise, and subject to the approval of the
materialize, and carry out the Merger and any
following item III, a new Transitional Article
other agreements adopted.
Two will be added to those consolidated
text of Enersis Américas’ bylaws while
It is noted that the dissenting shareholders
approved for the Merger, with regards to
of the merger will be entitled to exercise their
the cancellation of Shares of Own Issuance
withdrawal
rights
in accordance with
the
(according to the term to be defined ahead).
provisions of Article 69 of the LSA. The terms
and conditions for the exercise of the withdrawal
9. A consolidated text of Enersis Américas’ bylaws,
right shall be informed promptly, in accordance
which will include the amendments indicated in
with the current law and regulations.
number 8 above, will be granted.
III. Cancellation of repurchased shares. In order that
10. For the purposes of the provisions of Article
the absorbing company should not be a holder
69 of the Tax Code, Enersis Américas, in its
of any repurchased shares at the time of the
capacity as the surviving company and legal
Merger, it will be proposed to the shareholders
successor of Endesa Américas and Chilectra
of the merging companies to approve that, if
Américas, shall be liable and shall be required
the withdrawal right is exercised by up to the
to pay all the taxes owed or that may be owed
maximum percentage agreed as a condition
by Endesa Américas and Chilectra Américas,
precedent to the Merger, the repurchased shares
according to the final financial statements that
which are acquired as a result of the above by
Endesa Américas and Chilectra Américas must
Enersis Américas, Endesa Américas and/or
prepare by virtue of the aforementioned legal
Chilectra Américas (hereinafter these shares
provision.
shall be known as “repurchased shares”) will be
cancelled on the shareholders register.
11. The Board of Directors of Enersis Américas
shall allocate the new shares and update its
For these purposes, and via an agreement that
shareholder ledger at midnight of the day prior
is subsequent to and separate from the Merger,
to the date on which the Merger becomes
a capital decrease of Enersis Américas shall be
effective, considering for this purpose the
proposed, subject to the Merger taking place, for the
shareholders registered
in the shareholder
amount up to the amount incurred by any company
ledgers of Endesa Américas and Chilectra
to acquire repurchased shares, in accordance with
Américas on that date, and any duly executed
the price to be paid for the exercise of the withdrawal
conveyances, transfers, and transmissions of
right in each company, which will be reported at the
shares that may have been submitted to Endesa
shareholders meeting. The maximum amount that
Américas and Chilectra Américas prior to the
this capital reduction could reach shall be informed
Merger and that may not yet have been finalized
at the meeting to be convened based on a previously
and recorded in the corresponding shareholder
designated formula. This capital decrease shall be
ledger.
subject to the following terms and conditions:
197
(a) In the first place, the effect of not transferring
Américas as well as all other background information
repurchased shares shall be agreed upon.
that may serve as basis to decide on the OPR and
(b) The reduction of capital shall occur automatically,
www.chilectraamericas.cl, respectively.
immediately, and without further formalities: (i) with
regards to all the shares issued by Enersis Américas
> On August 5, 2016, the following significant event
Merger are available at www.endesaamericas.cl and
that are repurchased by Enersis Américas prior to
was informed:
the Merger their, cancellation will occur immediately
and automatically once the company has paid for
In accordance with articles 9 and 10, paragraph 2, under
and acquired ownership and (ii) with regard to all
Securities Market Law N°18,045 and as established
shares issued by a subsidiary that are repurchased
under General Norm N°30 of the Superintendence,
by the subsidiary prior to the time the Merger takes
duly authorized on behalf of Enersis Américas
place, their cancellation shall occur immediately and
S.A. (“Enersis Américas” or the “Company”), it
automatically upon the effectiveness of the Merger;
was informed as significant event that the board
and (iii) with regard to all the repurchased shares
of Directors of Enersis Américas S.A., in session
that Enersis Américas pays for and acquires after the
held on August 5, 2016, took notice of the following
effectiveness of the Merger and until 1st of April,
information regarding the related party transactions
2017, their cancellation shall take place immediately
associated to the merger by incorporation of Endesa
and automatically once it has paid for and acquired
Américas S.A. and Chilectra Américas S.A. in Enersis
their ownership.
Américas S.A. (the “Merger”):
(c) The Board of Directors or the Chief Executive Officer
(a) The final, independent evaluation on the related-party
of Enersis Américas shall grant a declaratory public
transaction that is part of the Merger, issued by
deed recording of whether any reductions of capital
Banco Itaú, the independent reviewer appointed by
took place and, if so, of Enersis Américas’ new capital
the Board of Directors, within the framework of the
amount, within the following timeframes: (i) within
Corporate Reorganization;
ten days following the date the Merger becomes
effective, and (ii) within ten days after April 1, 2017.
(b) The final, independent evaluation on related-party
Each of those public deeds shall be annotated in the
transaction that is part of the Merger, issued by
margin of Enersis Américas’ corporate registration.
Credicorp (IM Trust), the independent reviewer
appointed by the Board of Directors, within the
IV. Information about other related-party transactions.
framework of the Corporate Reorganization;
Report to shareholders about any agreements on
other related-party transactions within the meaning
(c) The final expert report issued by Mr Pablo D’Agliano,
of Title XVI of the LSA, other than the Merger,
appointed by the Company’s Board of Directors
held during the period since the last shareholders’
to report on the value of the merging companies,
meeting of Endesa Américas, indicating the directors
Enersis Américas, Endesa Américas and Chilectra
that approved them.
Américas, and the exchange ratios of the companies
Shareholders may obtain copies of the documents
involved;;
that explain and support the matters submitted for
(d) A fairness opinion issued by financial consultant,
the discussion and approval of the Board at the
Bank of America Merrill Lynch, appointed by the
corporate office located at Santa Rosa 76, 15th
Company’s Board of Directors to advise on the
Floor (Investor Relations Department), Santiago,
Corporate Reorganization process;
Chile. These documents will also be available to
the shareholders on the Company’s website: www.
(e) The individual statements by the Directors of Enersis
enersis.cl. The reports of the independent appraisers
Américas; Messrs. Borja Acha B., Chaiman, José
and experts of Endesa Américas and Chilectra
Antonio Vargas L., Vice-chairman, and directors
198
Enel Américas Annual Report 2016
Livio Gallo, Enrico Viale, Hernán Somerville S.,
2. Furthermore, and once the call is made for the
Patricio Gómez S. and Domingo Cruzat A., related
Extraordinary Shareholders’ Meeting of Enersis
to the Merger as a related-party transaction, issued
Américas to decide regarding the merger with
pursuant to Article 147 of the Corporations Act, and
Endesa Américas S.A. and Chilectra Américas S.A.,
as shown in the Significant Event issued on August
(f) The report of the Enersis Américas Directors’
5, 2016, the Company has considered the following
Committee in relation to the Merger, issued pursuant
relevant for greater transparency of the process,
to article 50 bis of Corporations Law No. 18,046.
and due to the importance of this transaction, to
Shareholders can obtain copies of the aforementioned
according to applicable United States regulations, as
restate selected information that affects the process
documents at the Company’s office, located at Santa
follows:
Rosa 76, Floor 15 (Investor Relations area), Santiago,
Chile. The documents are also available on the
As indicated in the application made by Enersis
Company’s website at: www.enersis.cl
Américas to the Superintendence of Securities and
Insurance on May 23, 2016, and in submissions made
> On August 16, 2016, the following significant event was
by the same entity regarding Endesa Américas on
informed:
May 31, 2016, and with regard to Enersis Américas
and Chilectra Américas S.A., on June 1, 2016, all
In accordance with articles 9 and 10, paragraph 2, under
applications and public submissions and the ones
Securities Market Law N°18,045 and as established
informed to the Superintendence of Securities and
under General Norm N°30 of the Superintendence, it
Insurance in its response by means of Ordinary
was informed of the following significant event:
Official Letter No. 16,030 dated July 1, 2016, referred
1.
In accordance with article 69 of Law No. 18,046 of
to extend the period of validity of the financial
the Chilean Companies Act and article 132 of the
statements that will be used in the merger, pursuant
Chilean Companies Regulation, approved by Decree
to provisions of the applicable regulation.
to companies asked to the Superintendence
No. 702, issued in 2011 by the Ministry of Finance,
which establishes that the market value of the
Under the rules of the U.S. Securities Exchange
shares that must be paid to shareholders exercising
Commission (the “SEC”) that are applicable to the
their withdrawal rights in corporations with stock
proposed merger transaction, a final information
market participation, corresponds to the weighted
statement or final prospectus must be sent to
average of the stock prices during transactions of
ADR holders and US resident shareholders 20
the share in a period of 60 business days between
days in advance of the extraordinary meeting of
the thirtieth and the ninetieth stock market trade
shareholders scheduled for September 28, 2016.
prior to the date of the meeting that precedes the
The
information statement and prospectus
is
withdrawal. It is possible to establish from that date
contained in a Registration Statement on Form F-4
the price to be paid to each dissenting shareholder
(the “Form F-4”) that must be declared effective
who decides to exercise their withdrawal rights
by the SEC before the final information statement/
on the occasion of the agreements adopted at the
propsectus may be disseminated. Enersis Américas
Company’s Extraordinary Shareholders’ Meeting to
currently expects that the Form F-4 will be declared
be held on September 28, 2016.
effective in time to disseminate the final information
statement/prospectus sufficiently in advance of the
As established above, the price to be paid to each
extraordinary shareholder meeting to comply with
shareholder that is registered in the shareholders’
applicable SEC rules. However, there can be no
register of Enersis Américas five days prior to
assurance that the Form F-4 will be declared effective
the meeting who decides to exercise his or her
in accordance with the expected timetable.
withdrawal rights will be Ch$ 112.02 per share of
Enersis Américas.
If the SEC does not declare the Form F-4 effective in
199
time, or does not grant other relief, the extraordinary
must be duly communicated to the Securities
shareholders meeting may not be held on September
Exchange Commission (“SEC”) for their approval
28, 2016 as scheduled and must be postponed to a
of documentation relevant to the transaction, the
later date.
Board of Directors has definitively fixed the price,
which may not be modified once the SEC grants
If the meeting is postponed, Enersis Américas
their approval, which will be communicated through
and Endesa Américas would be required by SVS
a Significant Event.
regulations to prepare new financial statements that
are audited in accordance with Chilean requirements
2. By unanimous decision, modify the date and matters
covering periods through a date that is within 90
discussed at
the Extraordinary Shareholders’
days of the rescheduled extraordinary shareholders
Meeting summoned by the Board of Directors on
meeting. In addition, the Form F-4 would need to
August 5, 2016 as detailed in a significant event of the
be amended and updated, and the SEC would need
same date. As such, an Extraordinary Shareholders’
to review the amended Form F-4 and declare it
Meeting will be held on September 28, 2016, at 9:30
effective.
am, in Enersis’ Stadium, located at Carlos Medina N°
The above-mentioned do not materially affect
858, Santiago.
the execution and completion of the corporate
The matters to be discussed and voted on at the
reorganization that is currently underway by Enersis
Extraordinary Shareholders’ Meeting are as follows:
Américas and its subsidiaries, Endesa Américas
and Chilectra Américas, and if the operation were
I. Related-party transactions (“OPR”). Pursuant to
delayed, it will not affect its completion.
the terms of Title XVI of the Chilean Companies
Act, Law No. 18,046 (“LSA”,), to approve the OPR,
> On August 31, 2016, the following significant event
which consists of the proposed statutory merger
was informed:
of Endesa Américas S.A. (“Endesa Américas”) and
Chilectra Américas S.A. (“Chilectra Américas”),
Pursuant to the provisions of articles 9 and 10,
into Enersis Américas (the “Merger”), referred to
paragraph two, of Securities Market Law No. 18,045,
in item II below, taking into account the following
and to the provisions of General Norm No. 30 of that
background data that serves as its foundation,
Superintendence, and exercising the powers conferred
and which are available to the shareholders at the
upon me, I inform you, on an essential fact basis, that in
Company’s corporate address and on its website
an extraordinary session held on August 31, the Board
www.enersis.cl:
of Directors of Enersis Américas S.A. agreed to the
following:
(i) Report issued by Banco Itaú, the independent
appraiser appointed by the Board of Directors,
1. By unanimous decision, the Board of Directors
dated August 5, 2016;
announced that the tender offer (“OPA” in its
Spanish acronym) by Enersis Américas for any and all
(ii) Report issued by Credicorp (IM Trust), the
outstanding shares and American Depositary Shares
independent appraiser appointed by
the
(“ADSs”) of Endesa Américas S.A., will be launched
Directors’ Committee, dated August 5, 2016;
September 13, 2016.
By a majority of the Board of Directors, announced
of America Merrill Lynch, the financial advisor of
that with the goal of contributing to the success of
Enersis Américas’ Board of Directors, over the
(iii) Fairness opinion dated August 5, 2016 by Bank
the operation, the price to be paid for each share of
merger process;
Endesa Américas S.A. is 300 Chilean pesos.
Based on the fact that the price of the tender offer
Committee, dated August 5, 2016; and;
(iv) Report issued by the Company’s Directors’
200
Enel Américas Annual Report 2016
(v) Individual opinions of the Company Directors,
Pablo D´Agliano, Colin Becker and Emilio
Messrs. Borja Acha B. (Chairman), José Antonio
Venegas Valenzuela, all issued on August
Vargas L. (Vice Chairman) Livio Gallo, Enrico
5, 2016, and commissioned by the
Viale, Hernán Somerville S., Patricio Gómez S.
Boards of Directors of Enersis Américas,
and Domingo Cruzat A., all dated August 5, 2016.
Endesa Américas and Chilectra Américas,
respectively.
(vi) The document comprising the terms and
conditions of the proposed merger prepared in
2. The Merger would be subject to the following
accordance with Article 155(a) of the Chilean
conditions precedent
(the “Conditions
Companies Regulations, which contains the
Precedent”):
objectives and expected benefits of the merger.
II. Merger. Once item I above has been approved,
exercised by the shareholders of Enersis
(A) (i) The right to withdraw that may be
pursuant to the terms of Title IX of the LSA,
Américas as a result of the Merger may
and of paragraph 3 of Title IX of the Chilean
not exceed 10% of its outstanding voting
Companies Regulations, approve (i) the proposed
shares; provided that the exercise by the
Merger by virtue of which Enersis Américas, in its
shareholders of Enersis Américas of the
capacity as the surviving company, would absorb
right to withdraw does not result in any
by acquisition each of Endesa Américas and
shareholder exceeding the maximum
Chilectra Américas, each of which would then
shareholding concentration limit of 65%
dissolve without the need for their liquidation,
in Enersis Américas on the date the
succeeding them in all their rights and obligations;
exercise period of the right to withdraw
and (ii) the background information that serves as
by dissenting shareholders is due to
foundation for the Merger. The specific terms and
expire, considering for that purpose the
conditions of the Merger will be the following:
number of shares into which the new
1. The background information that serves as
according to item 4 below is divided;
foundation for the Merger, according to the
(ii) the right to withdraw that may be
applicable legislation, was made available to
exercised by the shareholders of Endesa
Enersis Américas capital stock approved
the shareholders today, including:
Américas as a result of the Merger may
not exceed 10% of its outstanding voting
(i) The document containing the terms and
shares; and (iii) the right to withdraw that
conditions of the proposed Merger, drawn
may be exercised by the shareholders
up in accordance with Article 155(a) of
of Chilectra Américas as a result of the
the Chilean Companies Regulations, and
Merger may not exceed 0.91% of its
which also contains the objectives and
outstanding voting shares; and
expected benefits of the Merger;
(B) If one or more of the events described in
(ii) The balance
sheets
and financial
numerals (i), (ii) or (iii) above occurs within
statements of Enersis Américas, Endesa
the 60 days of the date of the respective
Américas and Chilectra Américas as
shareholders’ meetings to vote on the
of June 30, 2016, duly audited by the
merger, the shareholders of each of the
external audit firms Ernst & Young, KPMG
merging companies may agree at a new
Auditores Consultores Limitada, and RSM
shareholders’ meeting that the merger
Chile Auditores Limitada, respectively;
will take effect notwithstanding these
and
effects.
(iii) The expert reports prepared by Messrs.
3. Once the Conditions Precedent have been
201
satisfied, the representatives appointed by
7. The corporate purpose of Enersis Américas
the Boards of Directors of Enersis Américas,
shall be changed in order to allow related
Endesa Américas, and Chilectra Américas
companies and associates of Enersis
shall grant a single declaratory public deed,
Américas as potential
recipients of
its
notifying about the compliance with said
services, and a formal amendment of the text
Conditions Precedent. Said public deed shall
shall be drafted to that effect.
be titled “Deed of Compliance with Merger
Conditions.”
8. The following articles of Enersis Américas’
bylaws will be modified, for the sole purpose
The Merger shall be effective as of the first
of increasing the capital stock and changing
day of the calendar month following the
its name, as indicated in numbers 4, 6 and 7
month in which the aforementioned Deed
above:
of Compliance with Merger Conditions is
granted. The foregoing is without prejudice
(i) Amendment of Article One, informing that
to timely compliance with the registration
the new name of the Company will be Enel
in the corresponding Commercial Registry
Américas S.A., clarifying that it is a publicly
and publication in the Official Gazette of
traded company;
the extracts of the respective public deed
recordings, either prior to or after granting the
(ii) Amendment of Permanent Article Fourth, in
Deed of Compliance with Merger Conditions.
order to insert in the first paragraph a comma
Once the Merger has become effective, it
(,) between expressions “foreign” and “the
will be timely informed to the SVS and to the
exploration” and replace in letter d) the
market as an essential fact.
4. An
increase
in
the authorized capital
terms “associate companies” with “related,
subsidiaries and associate companies”
of Enersis Américas by the amount Ch
(iii) Amendment of Article Five, informing of
$1,046,470,167,544, through the issuance
the increase of Enersis Américas’ capital
of 9,232,202,636 new registered shares
resulting from the Merger, and the issuance
of the same series and without par value,
of newly registered shares of a single series
which will be subscribed and paid, in whole
and without par value; and
or part, using the incorporated equity of the
shareholders of the absorbed companies,
(iv) Rescind all of the bylaws’ transitional
excluding for purposes of this subscription
provisions due to loss of validity, and add a
and capital payment, the shareholding capital
new Transitional Article One related to the
Enersis Américas owns in each of Endesa
status of the subscription and payment of the
Américas and Chilectra Américas through
capital stock after the Merger.
shares it currently owns in the companies
(“Current Shares”).
9.
A consolidated text of Enersis Américas’
bylaws, which will include the amendments
5. An exchange ratio of 2.8 shares of Enersis
indicated in number 8 above, will be granted.
Américas for each share of Endesa Américas
and 4 shares of Enersis Américas for each
10. For the purposes of the provisions of Article
share of Chilectra Américas will be proposed
69 of the Tax Code, Enersis Américas, in its
without considering fractions of shares.
capacity as the surviving company and legal
successor of Endesa Américas and Chilectra
6. The name of the Company shall be changed
Américas, shall be liable and shall be required
to Enel Américas S.A. and it will be clarified
to pay all the taxes owed or that may be owed
that it is a publicly traded company.
by Endesa Américas and Chilectra Américas,
202
Enel Américas Annual Report 2016
according to the final financial statements that
Shareholders may obtain copies of the documents
Endesa Américas and Chilectra Américas must
that explain and support the matters submitted
prepare by virtue of the aforementioned legal
for the discussion and approval of the Board at
provision.
the corporate office located at Santa Rosa 76,
15th Floor
(Investor Relations Department),
11. The Board of Directors of Enersis Américas
Santiago, Chile. These documents will also be
shall allocate the new shares and update its
available to the shareholders on the Company’s
shareholder ledger at midnight of the day prior to
website: www.enersis.cl. The reports of the
the date on which the Merger becomes effective,
independent appraisers and experts of Endesa
considering for this purpose the shareholders
Américas and Chilectra Américas as well as all
registered in the shareholder ledgers of Endesa
other background information that may serve
Américas and Chilectra Américas on that date,
as basis to decide on the OPR and Merger are
and any duly executed conveyances, transfers,
available at www.endesaamericas.cl and www.
and transmissions of shares that may have been
chilectraamericas.cl, respectively.
submitted to Endesa Américas and Chilectra
Américas prior to the Merger and that may not
Lastly, in accordance with applicable law, a
yet have been finalized and recorded in the
notice of meeting will be published and a letter
corresponding shareholder ledger.
to shareholders containing information relating to
The Current Shares are excluded from this
before September 13, 2016.
designation as they are left ineffective as a
result of the merger.
> On September 1, 2016,
the
following
the meeting will be mailed to shareholders on or
significant event was informed:
12. Agree on any other matters that the shareholders
may deem appropriate with respect to the
Pursuant to the provisions of articles 9 and 10,
proposed Merger, and fully authorize the board
paragraph two, of Securities Market Law No.
of directors of Enersis Américas to grant all the
18,045, and to the provisions of General Norm
powers of attorney that it may deem necessary,
No. 30 of that Superintendence, and exercising
especially
those necessary
to
legalize,
the powers conferred upon me, I inform you, on
materialize, and carry out the Merger and any
an essential fact basis, that in an extraordinary
other agreements adopted.
session held today, the Board of Directors of
Enersis Américas S.A. (“Enersis Américas” or
It is noted that the dissenting shareholders of
the “Company”) agreed to the following:
the merger will be entitled to exercise their
By unanimous decision, the Board of Directors
withdrawal rights
in accordance with the
announced that the tender offer (“OPA” in its
provisions of Article 69 of the LSA. The terms
Spanish acronym) by Enersis Américas for
and conditions for the exercise of the withdrawal
any and all outstanding shares and American
right shall be informed promptly, in accordance
Depositary Shares (“ADSs”) of Endesa Américas
with the current law and regulations.
S.A., will be launched September 13, 2016.
Information
about
other
related-party
By a majority of the Board of Directors,
transactions. Report to shareholders about any
announced that with the goal of contributing to
agreements on other related-party transactions
the success of the operation, the price to be paid
within the meaning of Title XVI of the LSA,
for each share of Endesa Américas S.A. is 300
other than the Merger, held during the period
Chilean pesos.
since the last shareholders’ meeting of Endesa
Américas, indicating the directors that approved
Based on the fact that the price of the tender offer
them.
must be duly communicated to the Securities
203
Exchange Commission (“SEC”) for their approval
Additionally, and in accordance with the provisions
of documentation relevant to the transaction, the
of General Norm No. 30 of that Superintendence,
Board of Directors has definitively fixed the price,
we inform you that the aforementioned declaration
which may not be modified once the SEC grants
of effectiveness of the Form F-4 allows Enersis
their approval, which will be communicated
Américas to confirm that the event described in the
through a Significant Event.
Significant Event dated August 16, 2016, consisting
of the possibility that the next Extraordinary
By unanimous decision, modify
the date
Shareholders’ Meeting to be held on September
and matters discussed at the Extraordinary
28 would be postponed as a result of not obtaining
Shareholders’ Meeting summoned by the Board
a timely declaration of effectiveness can no longer
of Directors on August 5, 2016 as detailed in a
occur.
significant event of the same date. As such, an
Extraordinary Shareholders’ Meeting will be held
Finally, we inform shareholders and the market in
on September 28, 2016, at 9:30 am, in Enersis’
general that a complete copy of the information
Stadium, located at Carlos Medina N° 858,
statement/prospectus is available, as of this date,
Santiago.
on the Company’s website: www.enersis.cl.
> On September 8, 2016,
the
following
> On September 12, 2016, the following significant event
significant event was informed:
was informed:
Pursuant to the provisions of articles 9 and 10,
Pursuant to the provisions of articles 9 and 10,
paragraph two, of Securities Market Law No.
paragraph two, of Securities Market Law No. 18,045,
18,045, and to the provisions of General Norm No.
and to the provisions of General Norm No. 30 of the
30 of that Superintendence, a Significant Event was
Superintendence, the Company informed as Significant
informed regarding that the Securities and Exchange
Event, that the Board of Directors of Enersis Américas
Commission (“SEC”) of the United States of
S.A. (“Enersis Américas” or the “Company”), at an
Américas has declared the validity or “effectiveness”
extraordinary meeting held today, agreed by unanimous
of the Registration Statement on Form F-4 (“Form
decision of its members and in accordance with the
F-4”), filed by Enersis Américas S.A. (“Enersis
information announced in the Significant Event dated
Américas” or the “Company”) with said authority,
August 31, to proceed with a public acquisition of shares
in accordance with the Securities Act of 1933, to
(“OPA” in its Spanish acronym) for all shares issued
record the issuance of American Depositary Shares
by Endesa Américas S.A. and a “Tender Offer” for all
(“ADS”) by the Company as a result of the capital
American Depositary Shares (“ADSs”) and for shares
increase, which will be the objective in the event the
merger with its associates Endesa Américas S.A.
whose holders are residents of the United States,
issued by said company.
and Chilectra Américas is approved.
It is reported that the Notice of Commencement of
Under the United States rules applicable to the
the aforementioned OPA will be published tomorrow,
case, the information statement/prospectus that
September 13, in Chile and the Tender Offer will be
is part of the Form F-4, will be made available to
disseminated on September 14 in the United States,
shareholders and holders of ADSs to inform them
initiating the receipt of tenders in both offers of the
about matters to be voted on at the upcoming
shareholders of Endesa Américas S.A., as of September
extraordinary shareholders’ meetings of Enersis
14. The terms and conditions of the OPA and Tender
Américas and Endesa Américas to be held on
Offer are essentially the same and are reflected in the
September 28, 2016 and information about the
Prospectus of the OPA and the Schedule TO, which will be
shares and ADSs of Enersis Américas offered to
made available to the shareholders of Endesa Américas
holders of Endesa Américas shares and ADSs in
S.A. and the market generally no later than September 14
the merger.
on the Company’s website: www.enersis.cl.
204
Enel Américas Annual Report 2016
> On September 28, 2016, the following significant event
withdrawal right by the statutory merger dissenting
was informed:
shareholders is due to expire, considering for that
purpose the number of shares into which the new
In accordance with articles 9 and 10, paragraph 2, under
Enersis Américas capital stock approved by the
Securities Market Law N°18,045, and as established
Board will be divided; (ii) that the withdrawal right
under General Norm N°30 of the Superintendence
that may be exercised by the shareholders of Endesa
of Securities and Insurance (“SVS”), and exercising
Américas as a result of the Merger may not exceed
the powers conferred upon me, I come to inform you
10% of its outstanding voting shares; or (iii) that
in this Significant Event, that today, the Extraordinary
the withdrawal right that may be exercised by the
Shareholders’ Meeting of Enersis Américas S.A.
shareholders of Chilectra Américas as a result of the
(“Enersis Américas” or the “Company”) resolved,
Merger may not exceed 0.91% of its outstanding
complying with the quorum required by law and the
voting shares; and
Company’s by-laws, the following:
(B) If one or more of the events described in numbers (i),
1. Approve, pursuant to the terms of Title XVI of the
(ii) or (iii) of letter A above should occur within 60 days
Chilean Companies Act No. 18,046 (“LSA”), the
of the date of the respective shareholders’ meetings
related-party transaction (“OPR”), that consists of
to favorably vote on the Merger, the shareholders’
the proposed statutory Merger of Endesa Américas
meetings of each of the merging companies have
S.A. (“Endesa Américas”) and Chilectra Américas
agreed at a subsequent shareholders’ meeting that
S.A. (“Chilectra Américas”) to Enersis Américas (the
the effects, deriving from any one of these facts
“Merger”).
and having been agreed, should not be applicable
therefore, that the Merger shall become effective.
2. Approve, pursuant to the terms of Title IX of the
LSA, and of paragraph 3 of Title IX of the Chilean
Should the Conditions Precedent be met, a single
Companies Regulations, the proposed Merger by
declaratory public deed shall be issued notifying of
virtue of which Enersis Américas, in its capacity as
the compliance with said Conditions Precedent. Said
the surviving company, would absorb by acquisition
public deed shall be titled “Deed of Compliance with
the subsidiaries Endesa Américas and Chilectra
the Merger Conditions.”
Américas, each of which would then dissolve without
the need for their liquidation, succeeding them in all
The Merger shall be effective as of the first day of
their rights and obligations; and the specific terms
the calendar month following the month in which
and conditions of the Merger and the background
the aforementioned Deed of Compliance with the
information that serves as the foundation of the
Merger Conditions is granted and once the Merger
Merger.
has become effective, it will be informed in a timely
manner to the SVS, to other relevant entities and to
The Merger was subject to the compliance of the
the market as a Significant Event.
following conditions precedent (the “Conditions
Precedent”):
The shareholders’ meeting has approved
the
exchange ratio of 2.8 shares of Enersis Américas
(A) (i) The withdrawal rights that may be exercised by
for each share of Endesa Américas and 4 shares
the statutory merger dissenting shareholders of
of Enersis Américas for each share of Chilectra
Enersis Américas as a result of the Merger may
Américas, without considering fractions of shares.
not exceed 10% of its outstanding voting shares;
provided that the exercise by the shareholders of
The Merger will entail a capital increase of Enersis
Enersis Américas of the withdrawal right does not
Américas by the amount of Ch$ 1,046,470,167,544,
result in any shareholder exceeding the maximum
through
the
issuance of 9,232,202,625 new
shareholding concentration limit of 65% in Enersis
registered shares of the same series and without par
Américas on the date the exercise period of the
value, which will be subscribed and fully paid using
205
the incorporated equity of the shareholders of the
Ø On October 20, 2016, the following significant
absorbed companies, excluding for purposes of this
event was informed:
subscription and capital payment, the shareholding
capital Enersis Américas currently owns in Endesa
In accordance with articles 9 and 10, paragraph
Américas and Chilectra Américas. At the same time,
2, under Securities Market Law N°18,045, and
the following articles of bylaws will be modified
as established under General Norm N°30 of the
under the following terms:
Superintendence of Securities and
Insurance
(“SVS”),
it was
informed of this Significant
(i) Amendment of Article One, informing that the new
Event, that today, Enersis Américas S.A. has
name of the Company will be Enel Américas S.A.,
performed a bond issuance by reference to Form
clarifying that it is a publicly traded company;
F-3 Registration Statement de la Securities Act
of 1933 of the United States of America, filed
(ii) Amendment of Permanent Article Four, in
on the Securities and Exchange Commission on
order to insert in the first paragraph a comma
October 12, 2016. This bond issuance is detailed
(,) between expressions “foreign” and “the
on the Notice N° 1,072 of this Superintendence,
exploration” and replace in letter d) the
attached to this significant event, and available at
terms “associate companies” with “related,
this Superintendece Website (www.svs.cl).
subsidiaries and associate companies”;
> On October 29, 2016 the following significant event was
(iii) Amendment of Article Five, informing of
informed:
the capital increase of Enersis Américas’
resulting from the Merger, and the issuance
Pursuant to the provisions of articles 9 and 10,
of newly registered shares of a single series
paragraph two, of Securities Market Law No. 18,045,
and without par value;
and to the provisions of General Norm No. 30 of the
Superintendence, and exercising the powers conferred
(iv) Rescind all of
the bylaws’
transitional
upon me and on behalf of (“Enersis Américas” or
provisions due to loss of their validity, and add
the “Company”), the following Significant Event was
a new Transitory Article One related to the
informed, regarding the conclusion of the period for
status of the subscription and the payment of
dissenting shareholders of the merger agreement (the
the capital stock after the Merger, and
“Merger”) of Enersis Américas and its subsidiaries
(v) Issue a new, re-written text of the Enersis
Chilectra Américas S.A. (“Chilectra Américas”), adopted
Américas bylaws.
at the extraordinary shareholders’ meeting of the
It
is hereby established Record
that
the
statutory merger dissenters’ withdrawal rights in the
Company held on September 28, 2016, to exercise their
Endesa Américas S.A.
(“Endesa Américas”) and
Extraordinary Shareholders’ Meetings of Endesa
Company, of the following:
Américas and Chilectra Américas also held
today and in which the Company participated
1. That the exercise of statutory merger dissenters’
as a shareholder, voted favorably on both the
withdrawal rights in Enersis Américas did not
OPR and the Merger, pursuant to the quorums
exceed 10% of the outstanding voting shares by
required by law and the bylaws of their respective
said company and no shareholder has exceeded
companies.
the maximum concentration limit of 65% of the
outstanding shares of Enersis Américas as of the
Finally, I herby inform you that, notwithstanding
conclusion of the period to exercise statutory merger
what shall be communicated in due time, and
dissenters’ withdrawal rights.
pursuant to terms established by law and existing
regulations, the statutory merger dissenting
2. That, as reported by Endesa Américas and Chilectra
shareholders have the withdrawal right pursuant
Américas on this same date through Significant
to the existing legislation.
Events, the exercise of statutory merger dissenters’
206
Enel Américas Annual Report 2016
withdrawal rights in each of them did not exceed
18,045, and to the provisions of General Norm No.
their respective thresholds of 10% of the outstanding
30 of the Superintendence, the following Significant
voting shares of Endesa Américas and 0.91% of the
Event was informed, held today and as resolved at
outstanding voting shares of Chilectra Américas.
the Extraordinary Shareholders’ Meeting of Enersis
3. That, having agreed at the extraordinary shareholders’
Américas on September 28, 2016, the Company has
meetings of the three merging companies, held on
signed in conjunction with its subsidiaries Endesa
September 28, 2016, that the Merger remained
Américas S.A. (“Endesa Américas”) and Chilectra
subject to the conditions precedent (the “Conditions
Américas S.A. (“Chilectra Américas”), the Deed
Precedent”) consisting of the exercise of statutory
of Compliance with Merger Conditions, which
merger dissenters’ withdrawal rights by each of the
affirms the verification of the conditions precedent
company’s respective dissenting shareholders would
to which the merger of Enersis Américas with the
not exceed the thresholds indicated in numerals 1
aforementioned companies (the “Merger”) was
and 2 above and, in the case of the statutory merger
subject.
dissenters’ withdrawal rights of Enersis Américas,
In accordance with
the
resolutions of
the
not exceed the shareholder concentration limit of
Extraordinary Shareholders’ Meetings of Enersis
65% indicated above, the Conditions Precedent
Américas, Endesa Américas and Chilectra Américas
to which the Merger was subject have been fully
on September 28, 2016, the Merger will be effective
met and, therefore, the approval of the Merger at
as of the first calendar day of the month following
the aforementioned extraordinary shareholders’
the month in which the Deed of Compliance with
meetings is firmly declared, subject to the delivery
Merger Conditions referred to in this Significant
of a single declaratory public deed by the companies
Event is granted and, therefore, the Merger will be
for full effectiveness.
effective on December 1, 2016.
In accordance with what was approved at the
On that date, the entire equity of Endesa Américas
respective extraordinary shareholders’ meetings,
and Chilectra Américas will be incorporated into
the Merger will be effective as of the first calendar
Enersis Américas, the latter occurring within all its
day of the month following the month in which the
rights and obligations with the respect to the former,
declaratory public deed is granted.
each of which would then dissolve without the need
4. That, as a result of the above, it was determined
for their liquidation.
that no causes for the cancellation of the public
Additionally, it is reported that, as of December 1,
acquisition of shares (“OPA” in its Spanish acronym)
2016, the absorbing company will change its current
launched by Enersis Américas for the acquisition of
corporate name, Enersis Américas S.A., to Enel
3,282,265,786 issued by Endesa Américas occurred
Américas S.A.
and that the conditions precedent of the Tender
Offer launched by Enersis Américas in the United
> On November 24, 2016, the following significant
States for the acquisition of all American Depositary
event was informed:
Shares (“ADSs”) issued by Endesa Américas and all
shares issued by that company, whose holders are
Pursuant to the provisions of articles 9 and 10, paragraph
resident in the United States, have been satisfied.
two, of Securities Market Law No. 18,045, and to the
Communications relating to the results of such
provisions of General Norm No. 30 and Circular No.
offers will be made in accordance with the legislation
660 of 1986, of the Superintendence, and exercising
applicable to each of them.
the powers conferred upon me, I inform you by
Significant Event that today, the Board of Directors
> On November 15, 2016, the following significant
of Enersis Américas S.A. (“Enersis Américas” or the
event was informed:
“Company”), given that the merger by absorption of
Chilectra Américas S.A. (“Chilectra Américas”) and
Pursuant to the provisions of articles 9 and 10,
Endesa Américas S.A. (“Endesa Américas”) into Enersis
paragraph two, of Securities Market Law No.
Américas will be effective on December 1, 2016; and
207
having been informed by Chilectra Américas by means
Considering that the contents of the Industrial Plan
of a Significant Event dated November 4, 2016, that
are based on projections and hypotheses that may or
the Board of Directors of said company approved a
may not come true in the future, its effects cannot be
modification to its Dividend Policy for the 2016 Fiscal
established at this time.
Year in light of said merger and subsequent dissolution,
eliminating the distribution of the provisional dividends
> On November 28, 2016, the following significant event
originally contemplated; and having been informed
was informed:
by Endesa Américas by means of a Significant Event
dated November 23, 2016, that due to the merger and
Pursuant to the provisions of Circular No. 660 of 1986,
dissolution of Endesa Américas as reported by its Board
of the Superintendence, and exercising the powers
of Directors, the Dividend Policy for the 2016 Fiscal Year
conferred upon me, I hereby forward to you a correction
would not be implemented; has resolved to declare,
to Form No. 1 in the above referenced circular register
unanimously by its members, that it is the intention of
through the SIEL module, dated November 24, 2016
the Board of Directors of Enersis Américas – that as of
by Enersis Américas SA which communicated the
the date of the merger will be renamed Enel Américas
distribution of a provisional dividend of $ 0.94664 per
S.A. –, to maintain its current Dividend Policy for the
share, charged against the 2016 financial year, to be
2016 Fiscal Year and, in this manner, distribute after the
paid on January 27, 2017. The rectification changes the
effective date of the merger a provisional dividend to all
reference to “individualization of the movement”, in
shareholders of the Company and maintain the proposed
section 1.07 in Form No. 1, and corrects the notice of
final dividend already contemplated.
publication dated in numeral 7.
In accordance with the above, the Board of Directors
In compliance with the above, respectfully it was
agreed, unanimously by its members, to the payment of
requested to amend Form N°1, pursuant to the attached
a Provisional Dividend of $ 0.94664 per share, charged
significant event of November 28, 2016.
against the 2016 financial year, to be paid as of January
27, 2017. Said amount corresponds to 15% of Enersis
> On November 30, 2016, the following significant event
Américas’ net profits as of September 30, 2016, based
was informed:
on the Company’s Financial Statements as of that date.
Pursuant to the provisions of Circular No. 660 of 1986,
In accordance with articles 9 and 10, paragraph 2, under
of the Superintendence, we send to you, Form No.
Securities Market Law No. 18,045, and as established
1, which provides relevant information regarding the
under General Norm No. 30 of the Superintendence,
agreed provisional interim dividend.
duly authorized I hereby inform you of the following
> On November 24, 2016, the following significant event
was informed:
significant event:
The subsidiary Enel Brasil S.A. has presented the
best offer for the acquisition of approximately 94.8%
In accordance with articles 9 and 10, paragraph 2, under
shareholding of
the electricity distributor Celg
Securities Market Law No. 18,045, and as established
Distribuição S.A. (“CELG”), in the respective tender
under General Norm No. 30 of 1989 issued by the
process organized by the Brazilian Government through
Superintendence, I hereby inform you of the following
Banco Nacional do Desenvolvimento (“BNDES”).
significant event:
Today, the Board of Directors of Enersis Américas S.A.
The financial offer amounted to 2,187 million of Brazilian
(the “Company”), has approved the Industrial Plan of
reais equivalent to approximately US$ 640 million.
Enersis Américas Group for the period of 2017-2019.
It is expected that the Brazilian Government will
A copy of the aforementioned Industrial Plan can be
announce the result of the tender on December 20,
found on the Company’s website at the following link
2016 after a technical and economic evaluation of the
www.enersis.cl.
offer. It is expected that the execution and closing of
208
Enel Américas Annual Report 2016
the operation take place during the first quarter of 2017
Based on the above, the exchange of shares and the
after the approval of the antitrust authority, Conselho
distribution of Enel Américas shares certificates for
Administrativo de Defesa Econômica (“CADE”), and the
shares issued by the companies absorbed in the merger,
sectorial regulator, Agência Nacional de Energia Elétrica
Endesa Américas S.A. and Chilectra Américas S.A., shall
(“ANEEL”).
take place as of December 29, 2016. As of that date, the
holders of the shares issued by the absorbed companies
After the acquisition of the 94.8% shareholding, it will
may withdraw the new share certificates issued by Enel
remain approximately a 5.1% of CELG, which will be
Américas, the absorbing company. The shareholders of
offered to the employees and former employees of said
Endesa Américas S.A. are entitled to receive 2.8 new
company. Enel Brasil S.A. must acquire the remaining
shares of Enel Américas per each share of Endesa
shares that were not acquired by the aforementioned
Américas S.A. owned on December 28, 2016. Similarly,
employees and former employees.
shareholders of Chilectra Américas S.A. will be entitled
CELG was established in 1956 and its headquarter is
of Chilectra Américas S.A. owned on December 28,
to receive 4 new shares of Enel Américas per each share
located in Goiania. CELG operates in a concession area
2016.
of more than 337 thousand square kilometers, under a
concession until 2045 and has 2.9 million customers.
Pursuant to the provisions of article 67 of the Chilean
Companies Regulations, the date of the referred
This operation is part of the use of proceeds of the capital
exchange will be informed to shareholders and to the
increase approved by the Extraordinary Shareholders
general public through a publication in El Mercurio
Meeting held on December 20, 2012, which successfully
newspaper of Santiago on December 27, 2016. Such
concluded with the subscription of 100% of the available
notification will include the details of the exchange and
shares as of March 2013, raising nearly Ch$1,121,000
will specify the address and office hours in which the
million in cash. From the original funds raised in the
shareholders may withdraw their new certificates of
aforementioned capital increase, as of today it remains
Enel Américas, according to their convenience.
approximately Ch$799,000 million.
The Company’s management will explain in more detail
legislation, the date established for the material
the CELG acquisition process in a conference call to
exchange of shares is also the date on which the shares
all investors that will take place tomorrow, Thursday,
of Endesa Américas S.A. and Chilectra Américas S.A.
December 1, 2016 at noon Eastern Time (2 PM Chilean
will cease their transactions.
Lastly, I hereby inform you that pursuant to the current
Local Time).
> On January 11, 2017, the following significant event was
> On December 26, 2016, the following significant event
informed:
was informed:
Pursuant to the provisions of Resolution No. 660 of
In accordance with articles 9 and 10, paragraph 2,
1986, of this Superintendence, and duly authorized on
under Securities Market Law No. 18,045, and as
behalf of Enel Américas S.A., I hereby forward to you a
established under General Norm No. 30 issued in 1989
rectification of Form No. 1 contained in Resolution No.
by the Superintendence, duly authorized by the Board
660, entered through the SEIL Module on November
of Directors of Enel Américas S.A. (“Enel Américas” or
24, 2016 by Enersis Américas S.A., today Enel Américas
the “Company”), I hereby inform you of the following
S.A. (“Enel Américas” or the “Company”), in order to
significant event:
communicate the distribution of an interim dividend,
to be charged against the financial result of 2016,
Today, the Superintendence of Securities and Insurance
corresponding to 15% of net income reported on
has completed the registration of 9,232,202,625 new
September 20, 2016,and to be paid from January 27,
shares of the Company, issued due to the merger by
2017.
incorporation of Endesa Américas S.A. and Chilectra
Américas S.A into Enel Américas.
This update is in relationto the number of shares which
209
have the right to receive the indicated dividend, due to
changes since November 24, 2016 and as consequence
of the withdrawal right exercised in Enel Américas and
the merged companies Endesa Américas S.A. and
Chilectra Américas S.A.. This update also informs about
Endesa
Américas
the change in the corporate name of the Company to
On April 14, 2016, in accordance with articles 9 and 10,
Enel Américas S.A.
paragraph 2, under the Securities Market Law Nº 18,045,
and as established under General Norm N° 30 of the
> On February 14, 2017, the following significant event was
Superintendence, informed the following significant event
informed:
regarding the Board of Directors’ Meeting of Endesa
Américas held today, has agreed the following:
In accordance with articles 9 and 10 under Securities
Market Law No. 18,045, and as established under
1.- To announce
that, on April 13, 2016,
the
General Norm No. 30 of the Superintendence, duly
Superintendence of Securities and
Insurance
authorized and on behalf of ENEL AMÉRICAS S.A.,
(Superintendencia de Valores y Seguros, “SVS”)
the following significant event was
informed: As
proceeded to record Endesa Américas and its shares
informed in the significant event dated November 30,
in the Securities Registry, according to a certificate
2016, our subsidiary, Enel Brasil, awarded the public
issued by this entity, and that it has made the
tender offer organized by the Brazilian Government
respective listings in the Santiago Stock Exchange,
through Banco Nacional do Desenvolvimento (BNDES)
the Valparaíso Stock Exchange, the Chile Electronic
for the acquisition of the 94.8% shareholding of the
Stock Exchange and the New York Stock Exchange of
electricity distribution company Celg Distribuição S.A.,
United States of America, all in accordance with the
which operates in the Brazilian State of Goias. As of
decision made at the Extraordinary Shareholders’
today, I hereby inform you that the final closure of the
Meeting of Empresa Nacional de Electricidad S.A.
operation has taken place since the antitrust authorities,
(“Endesa Chile”) held on December 18, 2015.
Conselho Administrativo de Defensa Econômica (CADE)
Therefore, the shares of the divided equity of Endesa
and the sector regulator Agência Antimonopólica de
Américas should be distributed free of any payment
Energia Eléctrica (ANEEL) have granted the appropriate
to the shareholders of Endesa Chile entitled to
authorizations. Consequently, the sale contract of
receive them.
approximately 94.8% equity of Celg Distribuição S.A.
has been signed for a total of 2,187 million Brazilian reals
2.- The Board of Directors of Endesa Américas agreed
(approximately US$ 640 million).
to carry out the distribution and delivery of a total of
8,201,754,580 shares issued by Endesa Américas, all
The purchase of CELG was financed with resources
nominative, of a unique and single series and without
raised in the Enel Américas capital increase approved at
nominal value, on April 21, 2016, to the shareholders
the end of 2012.
of Endesa Chile that were listed in its shareholders’
registry at the midnight of the day before April 21,
This acquisition increases the customers of Enel Brasil
2016.
from a base of 7 to 10 million, which rises the number
of the Enel Group’ customers at a Global level to
3.- This distribution to the shareholders of Endesa
approximately 65 million.
Chile will be carried out by delivering one (1) share
of Endesa Américas for each share of Endesa Chile
that will be registered under its name in the registry
at the midnight of the day before April 21, 2016.
From April 21, 2016 onwards, the shares issued by
Endesa Américas may be officially quoted in the
stock markets aforementioned.
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Enel Américas Annual Report 2016
4.- Representative titles of the shares in Endesa
to distribute a definitive dividend amounting to Ch$
Américas will be available for shareholders of Endesa
9.37144 per share, to be paid from May 24, 2016, to
Chile to be withdrawn on April 21, 2016 at the Equity
those shareholders registered in the Shareholders
Department of Endesa Américas at DCV Registros
Register at midnight of the fifth working day previous to
S.A. offices, located in Huérfanos 770, 22nd floor,
the payment date.
Santiago, Monday to Thursday from 9:00 am to 5:00
pm, and Friday from 9:00 am to 4:00 pm.
> On April 28, 2016, in accordance with articles 9 and
10, paragraph 2, under Securities Market Law N°
> On April 26, 2016, in accordance with articles articles 9
18,045 and as established under General Rule N°30
and 10, paragraph 2, under the Securities Market Law Nº
of the Superintendence, it was informed the following
18,045, and as established under General Norm N° 30 of
significant event: at the Board of Directors meeting
the Superintendence, informed the following significant
of Endesa Américas held on April 27, 2016, the Board
event regarding the announcement that as of today the
of Directors agreed to appoint Mr. Rafael Fauquié as
Securities and Exchange Commission of the United
Chairman of the Board of Directors and of the Company,
States of America declared the Registration Statement
Mr. Vittorio Vagliasindi as the Vice Chairman and Mr.
on Form F-6 effective, which was filed to register the
Ignacio Quiñones as the Secretary of the Board. At the
American Depositary Receipts program (“ADRs”) issued
same meeting, it was agreed to appoint as members
by the Company, and to register the Company as an
of the Directors´ Committee the following: Mr. Hernán
issuer of American Depositary Shares in accordance with
Cheyre V., Eduardo Novoa C. and Mrs. María Loreto
the aforementioned program. Therefore, the Company
Silva R. Mr. Hernán Cheyre V. was appointed as the
has carried out the physical distribution of ADRs.
Committee’s Financial Expert.
A copy of the Form F-6 and its annexes will be available
> On May 6, 2016, in accordance with articles 9 and
to the shareholders and general public beginning today
10, paragraph 2, under Securities Market Law N°
on the Company’s website at www.endesaamericas.cl.
18,045 and as established under General Rule N°30
of the Superintendence, it was informed the following
> On April 27, 2016, in accordance with articles 9 and 10,
significant event: the Extraordinary session held today,
paragraph 2, under Securities Market Law N° 18,045
the Board of Directors of Endesa Américas S.A. (“Endesa
and as established under General Rule N°30 of the
Américas”) agreed unanimously, the following issues:
Superintendence, duly authorized on behalf of Endesa
Américas S.A. (“Endesa Américas” or the “Company”),
1.- Formally begin the merger process in which Enersis
the following significant event was informed. At the
Américas S.A. (“Enersis Américas”) would absorb
Endesa America´s Ordinary Shareholders Meeting
Endesa Américas and Chilectra Américas S.A.
(“OSM”) held today, the new Board of Directors of the
(“Chilectra Américas”) by incorporation, dissolving
Company was elected for a period of three years starting
without liquidation, replacing all their rights and
from the date of the meeting. The following are now the
obligations
in them
(the “Merger”), according
members of the Board of Directors:
to the resolutions adopted at the Extraordinary
> Rafael Fauquié Bernal
> Maria Loreto Silva Rojas
> Umberto Magrini
>
>
Francesco Buresti
Vittorio Vagllasindi
> Mauro DiCario
>
Luca Noviello
> Hernán Cheyre Valenzuela
>
Eduardo Novoa Castellón
Shareholders’ Meeting of Empresa Nacional de
Electricidad S.A. (“Endesa Chile”) held on December
18, 2015, and according to the terms of the
Merger presented in the aforementioned meeting,
particularly regarding to the following: (i) that the
Merger is subject to compliance with the condition
precedent in which the right of withdrawal that the
shareholders of Enersis Américas, Endesa Américas
and Chilectra Américas may potentially exercise as a
result of the Merger, should not exceed 10%, 7.72%
Likewise, the Ordinary Shareholders Meeting agreed
and 0.91%, respectively, to the extent that the
211
right to withdrawal from Enersis Américas should
to approve the Merger, as long as before such
not cause any shareholder to exceed 65% of share
meeting takes place there were no Significant Events
ownership of Enersis Américas after the Merger
that occur before the Shareholders’ Meeting that
is carried out, (ii) that, pursuant to the agreement
affect substantially the referred exchange ratios and
adopted on November 24, 2015 by the Board of
on the other side that (b) if the Merger is approved,
Directors of Enersis Américas, it was agreed to
it is Enel’s intention as controlling shareholder, in a
propose a share ratio of 2.8 of Enersis Américas
period of no less than five years from the date the
shares for each Endesa Américas share and 5
meeting that approves the Merger takes place, not
Enersis Américas shares for each Chilectra Américas
to perform or propose any other process to make
share to the Board of Directors (iii) that, pursuant
any other corporate reorganization process that
to the agreement adopted on November 24, 2015,
affects Enersis Américas other than the one exposed
augmented by the agreement adopted on December
in the aforementioned Extraordinary Shareholders’
17, 2015, the Board of Directors of Enersis Américas
Meeting.
also announced its intention to submit a tender offer
for the acquisition of shares (“OPA,” in its Spanish
2.- Declare that the Directors Messrs. Rafael Fauquié
acronym) related to all American Depositary Receipts
Bernal, Vittorio Vagliasindi, Francesco Buresti,
(“ADRs”) issued by Endesa Américas which are not
Umberto Magrini, Luca Noviello, Mauro Di Carlo and
owned by Enersis Américas at a price of 285 Chilean
Mrs. Loreto Silva Rojas have been appointed in a
pesos per share and that the OPA would be subject
decisive vote from the controlling shareholder of the
to the approval of the Merger at the Extraordinary
Company, have declared to have an interest in the
Shareholders’ Meetings of Enersis Américas, Endesa
Merger under the terms contained in Article 147 of
Américas and Chilectra Américas, and after the legal
the Chilean Companies Act Law N°18,046 (“LSA”),
period to exercise the right to withdrawal from
and with regards to the Sentence of the Court of
Enersis Américas and Endesa Américas has expired
Appeals of Santiago on March 22, 2016.
and the right to withdrawal has not been exercised
above a certain number or percentage of shares as
3.- Appoint Mr. Colin Becker as independent expert
relevant; and the remaining terms and conditions
appraiser of the Company, who will release a
that will be promptly detailed on time to submit the
report regarding the value of the companies of the
offer, (iv) also, in compliance with the agreement
Merger and the corresponding exchange relation, in
of November 24, 2015 the Chief Executive Officer
compliance with the terms contained on Articles 156
(“CEO”) was instructed to, strictly and exclusively,
and 168 of LSA.
under the assumption that the Merger agreements
were not adopted before December 31, 2017, to
4.- Appoint Banco Santander Chile S.A. as the financial
negotiate in good faith with Endesa Chile the terms
advisor of the Board of Directors of Endesa Américas
of a compensation commitment, whereby the tax
with regards to the Merger, which will release a report
costs of Endesa Chile that were due to its division
in the terms contained on Article 147 of the LSA.
and duly authorized, and deduct the benefits or tax
credits that Endesa Américas or Endesa Chile may
For its part, the Directors’ Committee of Endesa
obtain after the division, from those tax benefits
Américas, in a extraordinary session held after the
that Enersis Américas may obtain as a result of the
Board of Directors’ Meeting of the Company today,
merger, (v) the controlling shareholder Enel S.p.A.
unanimously appointed “Asesorías Tyndall Limitada as
(“Enel”), through two letters dated November 25
additional independent evaluator to help in the Merger
and December 17, 2015 said that, (a) it took into
operation of Enersis Américas.
account that the exchange ratio announced for the
> On August 5, 2016, in accordance with articles 9 and
Merger would be suitable for the interests of all the
10, paragraph 2, under Securities Market Law N°18,045,
shareholders and of the companies involved in the
and as established under General Norm N°30 of the
reorganization, in a manner that would vote in the
Superintendence, duly authorized on behalf of Endesa
corresponding Extraordinary Shareholders’ Meeting
Américas S.A. (“Endesa Américas” or the “Company”),
212
Enel Américas Annual Report 2016
it was informed of the significant event:
essential fact basis, that in an extraordinary session held
today, the Board of Directors of Endesa Américas S.A.
In connection with the related party-transaction of the
(“Endesa Américas” or the “Company”), by a majority
statutory merger of Endesa Américas S.A. and Chilectra
of its members, agreed to summon an Extraordinary
Américas S.A. into Enersis Américas S.A. (The “Merger”),
Shareholders’ Meeting on September 28, 2016, at 15:30,
the Board of Directors of the Company has received and
to be held at Enersis Stadium, located at Carlos Medina
immediately made the following background documents
N° 858, Independencia, Santiago.
public:
1. The report issued by the financial advisor Banco
Extraordinary Shareholders’ Meeting are the following:
Santander Chile S.A., which refers to Merger’s
conditions, effects and potential impacts to the
I. Related-party transactions
(OPR, by
its Spanish
The matters to be discussed and decided by the
Company;
acronym). First of all, pursuant to the terms of Title
XVI of the Chilean Companies Act, Law No. 18,046
2. The report of Asesorías Tyndall Limitada, the
(“LSA”, by its Spanish acronym), approve the related-
independent evaluator appointed by the Board of
party transaction (“OPR”) consisting of the proposed
Directors dated August 5, 2016;
merger by absorption of Endesa Américas S.A.
(“Endesa Américas”) and Chilectra Américas S.A.
3. The Fairness Opinion of Deutsche Bank, the financial
(“Chilectra Américas”), into Enersis Américas S.A.
advisor appointed by the Board of Endesa Américas
(the “Merger”), referred to in item II below, taking into
to advise on the merger process, dated August 5.
account the following background data that serve as
4. The report of Mr. Colin Becker, the independent expert
at the Company’s corporate address and website,
foundation, and which are available to the shareholders
appraiser appointed by the Board of the Company,
www.endesaamericas.cl:
including the estimated value of the entities to be
merged and the corresponding estimated exchange
(i) Report
issued by the
independent valuator
ratios;
appointed by the Board of Directors, Banco
Santander Chile S.A., submitted on August 5,
5. The report of the Directors´ Committee of the
2016;
Company, dated August 5, 2016; and
6. The individual opinions of the Company’s Directors,
appointed by the Directors’ Committee, Asesorías
Messrs. Rafael Fauquié B., Vittorio Vagliasindi,
Tyndall Limitada, submitted on August 5, 2016;
Hernán Cheyre V., Eduardo Novoa C., Loreto Silva R.,
Francesco Buresti, Mauro Di Carlo, Umberto Magrini
(iii) Fairness opinion issued on August 5, 2016 by
(ii) Report
issued by the
independent valuator
and Luca Noviello.
Deutsche Bank, the financial advisor appointed
by the Endesa Américas Board of Directors, to
Therefore, in compliance with Article 147 of the 18,046
advise on the merger process.
Corporations Law, the reports and opinions referenced
above are available to the general public and shareholders
(iv) Report issued by the Company’s Directors’
on the Company’s website (www.endesaamericas.cl)
Committee, issued on August 5, 2016; and
and at the Company’s offices at Santa Rosa No. 76, 15th
floor, Santiago.
(v) Individual opinions of the Company Directors,
Rafael Fauquié Bernal, Vittorio Vagliasindi, Hernán
> On August 5, 2016, pursuant to the provisions of articles
Cheyre Valenzuela, Eduardo Novoa Castellón,
9 and 10, paragraph two, of Securities Market Law No.
Loreto Silva Rojas, Francesco Buresti, Mauro Di
18,045, and to the provisions of General Norm No.
Carlo, Umberto Magrini and Luca Noviello, all
30 of that Superintendence, it was informed, on an
dated August 5, 2016.
213
(vi) The document comprising
the
terms and
Chilectra Américas, respectively.
conditions of the proposed merger prepared in
accordance with Article 155(a) of the Chilean
2. The Merger would be subject to the following
Companies Regulations, and that also contains
conditions precedent
(the “Conditions
the objectives and expected benefits of the
Precedent”):
Merger.
(i) The right to withdraw that may be exercised
II. Merger. Once item I above has been approved,
by the shareholders of Enersis Américas as
pursuant to the terms of Title IX of the LSA, and of
a result of the Merger may not exceed 10%
paragraph 3 of Title IX of the Chilean Companies
of its outstanding voting shares; provided
Regulations, approve (i) the proposed Merger by
that the exercise by the shareholders of
virtue of which Enersis Américas, in its capacity as
Enersis Américas of the right to withdraw
the surviving company, would absorb by acquisition
does not result in any shareholder exceeding
each of Endesa Américas and Chilectra Américas,
the maximum shareholding concentration
each of which would then dissolve without the
limit of 65% in Enersis Américas on the date
need for their liquidation, succeeding them in all
the exercise period of the right to withdraw
their rights and obligations; and (ii) the background
by dissenting shareholders is due to expire,
information that serves as foundation for the Merger.
considering for that purpose the number of
The specific terms and conditions of the Merger will
shares into which the new Enersis Américas
be the following:
capital stock approved according to item 4
1. The background information that serves as
foundation for the Merger, according to the
(ii) The right to withdraw that may be exercised
applicable law, made available to the shareholders
by the shareholders of Endesa Américas as a
as of today’s date and through the date the
result of the Merger may not exceed 10% of
Extraordinary Shareholders’ Meeting is held,
its outstanding voting shares; and
below is divided;
consists of:
(iii) The right to withdraw that may be exercised
(I) The document containing the terms and
by the shareholders of Chilectra Américas as
conditions of the proposed Merger, drawn up
a result of the Merger may not exceed 0.91%
in accordance with Article 155(a) of the Chilean
of its outstanding voting shares.
Companies Regulations, and which also contains
the objectives and expected benefits of the
Within sixty days of the date of the respective
Merger;
shareholders’ meetings to vote on the
Merger, the shareholders of each of the
(ii) The balance sheets and financial statements
merging companies may agree at a new
of Enersis Américas, Endesa Américas and
shareholders’ meeting that the Merger shall
Chilectra Américas as of June 30, 2016, duly
become effective even if one or more of the
audited by the external audit firms Ernst
Conditions Precedent should not be satisfied
& Young, KPMG Auditores Consultores
(the “Special Agreement”).
Limitada, and RSM Chile Auditores Limitada,
respectively; and
3. Once the Conditions Precedent have been
satisfied or the Special Agreement has been
(iii) The expert reports prepared by Messrs. Pablo
adopted, the representatives appointed by
D´Agliano, Colin Becker and Emilio Venegas
the Boards of Directors of Enersis Américas,
Valenzuela, all issued on August 5, 2016, and
Endesa Américas, and Chilectra Américas
commissioned by the Boards of Directors
shall grant a single declaratory public deed,
of Enersis Américas, Endesa Américas and
notifying about the compliance with said
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Enel Américas Annual Report 2016
Precedent Conditions. Said public deed shall
of the increase of the shareholding capital
be titled “Deed of Compliance with Merger
of Enersis Américas associated with the
Conditions.”
incorporation of the equity corresponding to
the shareholders of the absorbed companies
The Merger shall be effective as of the first
shall be subscribed and paid, excluding Pre-
day of the calendar month following the
Merger Shares held by Enersis Américas. The
month in which the aforementioned Deed
shares from the capital increase shall be fully
of Compliance with Merger Conditions is
and exclusively allocated to the distribution
granted. The foregoing is without prejudice
among the shareholders of Endesa Américas
to timely compliance with the registration
and Chilectra Américas, excluding Enersis
in the corresponding Commercial Registry
Américas, pursuant to the allocation rule,
and publication in the Official Gazette of
which is described in number 10 below, in the
the extracts of the respective public deed
corresponding proportions according to the
recordings, either prior to or after granting the
share exchange ratio as agreed.
Deed of Compliance with Merger Conditions.
Once the Merger has become effective, it
5.
An exchange equation or ratio of 2.8 shares
will be timely informed to the SVS and to the
of Enersis Américas for each share of Endesa
market as an essential fact.
Américas and 4 shares of Enersis Américas
for each share of Chilectra Américas will be
4. The Enersis Américas capital shall increase by
proposed without considering fractions of
the amount of Ch $1,046,470,167,544, through
shares.
the issuance of 9,232,202,625 new registered
shares, of the same series and without par
6. The name of the Company shall be changed to
value, which will be subscribed and paid in
Enel Américas S.A. and it will be clarified that it is
full or in part through the incorporation of
a publicly traded company.
the equity corresponding to the shareholders
of the companies that are being absorbed,
7. The corporate purpose of Enersis Américas shall
excluding for the purposes of this subscription
be changed in order to allow related companies
and payment, the shareholding capital which
and associates of Enersis Américas as
Enersis Américas owns both in Endesa
potential recipients of its services, and a formal
Américas and Chilectra Américas, either by
amendment of the text shall be drafted to that
shares it currently owns in those companies
effect.
(“Current Shares”) as well as those shares
issued by Endesa Américas to be acquired
8. An amended and restated text of Enersis
prior to the date on which the Merger takes
Américas’ bylaws.
place, as a result of the tender offer (Spanish
acronym- OPA) of the shares which will be
9. For the purposes of the provisions of article 69
carried out by Enersis Américas and directed
of the Tax Code, Enersis Américas, in its capacity
at all the shares and American Depositary
as the surviving company and legal successor
Receipts
(ADRs) of Endesa Américas
of Endesa Américas and Chilectra Américas,
which are not owned by Enersis Américas,
shall be liable and shall be required to pay all
under the terms and conditions that will be
the taxes owed or that may be owed by Endesa
disclosed at the time of commencement of
Américas and Chilectra Américas, according to
the OPA (hereinafter, shares thus acquired
the final balance sheets that Endesa Américas
shall be referred to as the “OPA shares”,
and Chilectra Américas must prepare by virtue of
and together with the existing shares, they
the aforementioned legal provision.
shall be called the “Pre–Merger Shares”).
When the Merger take place, only the part
10. The Board of Directors of Enersis Américas
215
shall allocate the new shares and update its
For these purposes, and via an agreement that
shareholder ledger at midnight of the day prior to
is subsequent to and separate from the Merger,
the date on which the Merger becomes effective,
a capital decrease of Enersis Américas shall be
considering for this purpose the shareholders
proposed, subject to the Merger taking place,
registered in the shareholder ledgers of Endesa
for the amount up to the amount incurred by
Américas and Chilectra Américas on that date,
any company to acquire repurchased shares,
and any duly executed conveyances, transfers,
in accordance with the price to be paid for the
and transmissions of shares that may have been
exercise of the withdrawal right in each company,
submitted to Endesa Américas and Chilectra
which will be reported at the shareholders
Américas prior to the Merger and that may not
meeting. The maximum amount that this capital
yet have been finalized and recorded in the
reduction could reach shall be informed at the
corresponding shareholder ledger.
meeting to be convened based on a previously
designated formula. This capital decrease shall
Any shares in the acquired companies owned
be subject to the following terms and conditions:
by Enersis Américas shall be excluded from
this assignment, and will be cancelled once the
(a) In the first place, the effect of not transferring
Merger becomes effective.
repurchased shares shall be agreed upon.
11. Agree on any other matters that the shareholders
(b) The reduction of capital shall occur automatically,
may deem appropriate with respect to the
immediately, and without further formalities: (i)
proposed Merger, and fully authorize the board
with regards to all the shares issued by Enersis
of directors of Enersis Américas to grant all the
Américas that are repurchased by Enersis
powers of attorney that it may deem necessary,
Américas prior to the Merger their, cancellation
especially
those
necessary
to
legalize,
will occur
immediately and automatically
materialize, and carry out the Merger and any
once the company has paid for and acquired
other agreements adopted.
ownership and (ii) with regard to all shares
issued by a subsidiary that are repurchased by
It is noted that the dissenting shareholders
the subsidiary prior to the time the Merger takes
of the merger will be entitled to exercise their
place, their cancellation shall occur immediately
withdrawal
rights
in accordance with
the
and automatically upon the effectiveness of the
provisions of Article 69 of the LSA. The terms
Merger; and (iii) with regard to all the repurchased
and conditions for the exercise of the withdrawal
shares that Enersis Américas pays for and
right shall be informed promptly, in accordance
acquires after the effectiveness of the Merger
with the current law and regulations.
and until 1st of April, 2017, their cancellation shall
take place immediately and automatically once it
III. Cancellation of repurchased shares. In order that
has paid for and acquired their ownership.
the absorbing company should not be a holder
of any repurchased shares at the time of the
(c) The Board of Directors or the Chief Executive
Merger, it will be proposed to the shareholders
Officer of Enersis Américas shall grant a
of the merging companies to approve that, if
declaratory public deed recording of whether
the withdrawal right is exercised by up to the
any reductions of capital took place and, if so, of
maximum percentage agreed as a condition
Enersis Américas’ new capital amount, within the
precedent to the Merger, the repurchased shares
following timeframes: (i) within ten days following
which are acquired as a result of the above by
the date the Merger becomes effective, and (ii)
Enersis Américas, Endesa Américas and/or
within ten days after April 1, 2017. Each of those
Chilectra Américas (hereinafter these shares
public deeds shall be annotated in the margin of
shall be known as “repurchased shares”) will be
Enersis Américas’ corporate registration.
cancelled on the shareholders register.
216
Enel Américas Annual Report 2016
IV. Information
about
other
related-party
stock market business day prior to the date of the
transactions. Report to shareholders about any
meeting that prompts the withdrawal; It is possible
agreements on other related-party transactions
to establish from such date the price to be paid to
within the meaning of Title XVI of the LSA, other
each dissenting shareholder who decides to exercise
than the Merger, held during the period since the
their withdrawal rights on the occasion of the
last shareholders’ meeting of Endesa Américas,
agreements adopted at the Company’s Extraordinary
indicating the directors that approved them.
Shareholders’ Meeting to be held on September 28,
The shareholders may obtain a full copy of the
2016.
documents that explain and support the matters
As established above, the price to be paid to each
submitted for the discussion and approval of
shareholder that is registered in the shareholders’
the Board at the corporate office located in
register of Endesa Américas five days prior to the
Santa Rosa 76, 15th Floor (Investor Relations
aforementioned meeting that decides to exercise
Department), Santiago de Chile, beginning today.
their withdrawal rights will be Ch$ 299.64 per share.
Likewise, beginning today, said documents
will also be available to the shareholders in the
2. Furthermore, and once the call is made for the
Company’s website: www.endesaamericas.cl.
Extraordinary Shareholders’ Meeting of Endesa
Américas to decide on the issue of the merger
Finally, we hereby inform that also available in
with Enersis Américas S.A. (Enersis Américas) and
the respective websites of Enersis Américas
Chilectra Américas S.A. (Chilectra Américas), as
(www.enersis.cl) and Chilectra Américas (www.
stated in the Significant Event issued on August
chilectraamericas.cl), are the reports of the
5, 2016, the Company has considered relevant, for
independent appraisers and experts required
greater transparency of the process, and due to the
by said entities, as well as all other background
importance of this transaction, to restate selected
information that may serve as basis to decide
information that affects the process according to
on the OPR and Merger that will be submitted
applicable United States regulations, as follows:
for consideration to the shareholders of such
entities.
As
indicated
in the application made to the
Superintendence of Securities and Insurance (“SVS”)
> On August 16, 2016, in accordance with articles
by Enersis Américas on May 23, 2016, in submissions
9 and 10, paragraph 2, under Securities Market
made to the same entity by Endesa Américas on
Law N°18,045, and as established under General
May 31, 2016, and by Enersis Américas and Chilectra
Norm N°30 of
the Superintendence, duly
Américas, on June 1, 2016 , all applications and public
authorized on behalf of Endesa Américas S.A.
submissions and the ones informed by the SVS in its
(“Endesa Américas” or the “Company”), it was
response by means of Ordinary Official Letter No.
informed of the following significant event:
16,030 dated July 1, 2016, the referred companies
have asked the SVS to extend the period of validity
1.
In accordance with article 69 of the Chilean
of the financial statements that will be used in the
Companies Act Law N°18,046 and article 132 of
merger pursuant to provisions of the applicable
the Chilean Companies Regulations, approved by
regulation.
Decree No. 702, issued in 2011 by the Ministry of
Finance, which establishes that the market value
Pursuant to the rules of the Securities Exchange
of the shares that must be paid to shareholders
Commission of the United States of America (“SEC”)
exercising their withdrawal rights in corporations
applicable to the operation of the proposed merger,
with stock market participation, corresponds to the
the
information statement or final prospectus
weighted average of the stock transactions of the
must be sent to the holders of the ADR and to
share during the period of 60 stock market business
the shareholders residing in the United States of
days that fall between the thirtieth and the ninetieth
America at least 20 days prior to the Extraordinary
217
Shareholders’ Meeting which will decide on the
the date and matters discussed at the extraordinary
merger and which is expected to take place on
shareholders’ meeting held on August 5, 2016 as
September 28, 2016. Said prospectus and information
detailed in a significant event of the same date. As
statement are contained in Form F-4 (“Form F-4” or
such, the Extraordinary Shareholders’ Meeting will
“F-4”), which must be declared effective by the SEC
be held on September 28, 2016, at 14:00, in Enersis’
before the information statement or prospectus can
Stadium, located at Carlos Medina N° 858, Santiago.
be distributed. Enersis Américas currently expects
that the F-4 will be declared effective soon so that
The matters to be discussed and voted on at the
the distribution of the information statement or
Extraordinary Shareholders’ Meeting are as follows:
prospectus will take place with sufficient time before
the Extraordinary Shareholders’ Meeting in order to
I. Related-party transactions (OPR, by its Spanish
comply with applicable SEC regulations. However, it
acronym). First of all, pursuant to the terms of Title
cannot be guaranteed that the F-4 will be declared
XVI of the Chilean Companies Act, Law No. 18,046
effective according to the aforementioned deadlines.
(“LSA”, by its Spanish acronym), approve the related-
Should the SEC not declare the effectiveness of the
merger by absorption of Endesa Américas S.A.
Form F-4 in time, or should it not grant another type
(“Endesa Américas”) and Chilectra Américas S.A.
of regulatory waiver, the Extraordinary Shareholders’
(“Chilectra Américas”), into Enersis Américas S.A.
Meeting scheduled for September 28, 2016 will be
(the “Merger”), referred to in item II below, taking
party transaction (“OPR”) consisting of the proposed
postponed to a later date.
into account the following background data that
serve as foundation, and which are available to the
In such an event, and pursuant to what has been
shareholders at the Company’s corporate address
stated above, Endesa Américas will have to prepare
and website, www.endesaamericas.cl:
new, audited financial statements according to
Chilean regulations - given the expiration date of the
(i) Report issued by the independent valuator
ones prepared before considering the Meeting to be
appointed by the Board of Directors, Banco
held on September 28, 2016. Furthermore, the Form
Santander Chile S.A., submitted on August 5,
F-4 will need to be modified and updated, and the
2016;
SEC will review the modified Form F-4 so that it may
declare its effectiveness.
(ii) Report issued by the independent valuator
appointed by the Directors’ Committee, Asesorías
The above indicated statements do not materially
Tyndall Limitada, submitted on August 5, 2016;
affect the execution and completion of the corporate
reorganization that is currently underway by Enersis
(iii) Fairness opinion issued on August 5, 2016 by
Américas and its subsidiaries, Endesa Américas
Deutsche Bank, the financial advisor appointed
and Chilectra Américas and, in the event that the
by the Endesa Américas Board of Directors, to
indicated operation were to be delayed, it will not
advise on the merger process;
affect its completion.
(iv) Report issued by the Company’s Directors’
Committee, issued on August 5, 2016; and;
On August 31, 2016, pursuant to the provisions of
articles 9 and 10, paragraph two, of Securities Mar-
(v) Individual opinions of the Company Directors,
ket Law No. 18,045, and to the provisions of General
Rafael Fauquié Bernal, Vittorio Vagliasindi, Hernán
Norm No. 30 of that Superintendence, and exercis-
Cheyre Valenzuela, Eduardo Novoa Castellón,
ing the powers conferred upon me, it was informed,
Loreto Silva Rojas, Francesco Buresti, Mauro Di
on an essential fact basis, that in an extraordinary
Carlo, Umberto Magrini and Luca Noviello, all
session held today, the Board of Directors of Endesa
dated August 5, 2016.
Américas S.A. (“Endesa Américas” or the “Compa-
ny”), by a majority of its members, agreed to modify
(vi) The document comprising
the
terms and
218
Enel Américas Annual Report 2016
conditions of the proposed merger prepared in
2. The Merger would be subject to the following
accordance with Article 155(a) of the Chilean
conditions
precedent
(the
“Conditions
Companies Regulations, and that also contains
Precedent”):
the objectives and expected benefits of the
Merger;
(A)(i) The right to withdraw that may be exercised
by the shareholders of Enersis Américas as
II. Merger. Once item I above has been approved,
a result of the Merger may not exceed 10%
pursuant to the terms of Title IX of the LSA, and of
of its outstanding voting shares; provided
paragraph 3 of Title IX of the Chilean Companies
that the exercise by the shareholders of
Regulations, approve (i) the proposed Merger by
Enersis Américas of the right to withdraw
virtue of which Enersis Américas, in its capacity as
does not result in any shareholder exceeding
the surviving company, would absorb by acquisition
the maximum shareholding concentration
each of Endesa Américas and Chilectra Américas,
limit of 65% in Enersis Américas on the date
each of which would then dissolve without the
the exercise period of the right to withdraw
need for their liquidation, succeeding them in all
by dissenting shareholders is due to expire,
their rights and obligations; and (ii) the background
considering for that purpose the number of
information that serves as foundation for the Merger.
shares into which the new Enersis Américas
The specific terms and conditions of the Merger will
capital stock approved according to item 4
be the following:
below is divided; (ii) the right to withdraw
that may be exercised by the shareholders of
1. The background information that serves as
Endesa Américas as a result of the Merger
foundation for the Merger, according to the
may not exceed 10% of its outstanding voting
applicable law, made available to the shareholders
shares; or (iii) the right to withdraw that may
as of today’s date and through the date the
be exercised by the shareholders of Chilectra
Extraordinary Shareholders’ Meeting is held,
Américas as a result of the Merger may
consists of:
not exceed 0.91% of its outstanding voting
shares; and
(i)
The document containing the terms and
conditions of the proposed Merger, drawn
(B) If one or more of the events described in
up in accordance with Article 155(a) of the
numerals (i), (ii) or (iii) above occurs within
Chilean Companies Regulations, and which
the 60 days of the date of the respective
also contains the objectives and expected
shareholders’ meetings to vote on the
benefits of the Merger;
merger, the shareholders of each of the
merging companies may agree at a new
(ii)
The balance sheets and financial statements
shareholders’ meeting that the merger will
of Enersis Américas, Endesa Américas and
take effect notwithstanding these effects.
Chilectra Américas as of June 30, 2016, duly
audited by the external audit firms Ernst
3.
Once the Conditions Precedent have been
& Young, KPMG Auditores Consultores
satisfied, the representatives appointed by
Limitada, and RSM Chile Auditores Limitada,
the Boards of Directors of Enersis Américas,
respectively; and
Endesa Américas, and Chilectra Américas
shall grant a single declaratory public deed,
(iii)
The expert reports prepared by Messrs. Pablo
notifying about the compliance with said
D´Agliano, Colin Becker and Emilio Venegas
Conditions Precedent. Said public deed shall
Valenzuela, all issued on August 5, 2016, and
be titled “Deed of Compliance with Merger
commissioned by the Boards of Directors
Conditions.”
of Enersis Américas, Endesa Américas and
Chilectra Américas, respectively.
The Merger shall be effective as of the first
day of the calendar month following the
219
month in which the aforementioned Deed
owed or that may be owed by Endesa Américas
of Compliance with Merger Conditions is
and Chilectra Américas, according to the final
granted. The foregoing is without prejudice
financial statements that Endesa Américas and
to timely compliance with the registration
Chilectra Américas must prepare by virtue of the
in the corresponding Commercial Registry
aforementioned legal provision.
and publication in the Official Gazette of
the extracts of the respective public deed
8. The Board of Directors of Enersis Américas
recordings, either prior to or after granting the
shall allocate the new shares and update its
Deed of Compliance with Merger Conditions.
shareholder ledger at midnight of the day prior to
Once the Merger has become effective, it
the date on which the Merger becomes effective,
will be timely informed to the SVS and to the
considering for this purpose the shareholders
market as an essential fact.
registered in the shareholder ledgers of Endesa
Américas and Chilectra Américas on that date,
4.
An
increase of
the authorized capital
and any duly executed conveyances, transfers,
of Enersis Américas by the amount Ch
and transmissions of shares that may have been
$1,046,470,167,544, through the issuance
submitted to Endesa Américas and Chilectra
of 9,232,202,636 new registered shares
Américas prior to the Merger and that may not
of the same series and without par value,
yet have been finalized and recorded in the
which will be subscribed and paid, in whole
corresponding shareholder ledger.
or part, using the incorporated equity of the
shareholders of the absorbed companies,
The Current Shares are excluded from this
excluding for purposes of this subscription
designation as they are left ineffective as a result
and capital payment, the shareholding capital
of the merger.
Enersis Américas owns in each of Endesa
Américas and Chilectra Américas through
9. Agree on any other matters that the shareholders
shares it currently owns in the companies
may deem appropriate with respect to the
(“Current Shares”).
proposed Merger, and fully authorize the board
of directors of Enersis Américas to grant all the
5.
An exchange ratio of 2.8 shares of Enersis
powers of attorney that it may deem necessary,
Américas for each share of Endesa Américas
especially
those
necessary
to
legalize,
and 4 shares of Enersis Américas for each
materialize, and carry out the Merger and any
share of Chilectra Américas will be proposed
other agreements adopted.
without considering fractions of shares.
It is noted that the dissenting shareholders
6. A consolidated text of the bylaws of Enersis
of the merger will be entitled to exercise their
Américas, which will include, in addition to
withdrawal
rights
in accordance with
the
modifications to the social capital, other social
provisions of Article 69 of the LSA. The terms
modifications approved by the shareholders of
and conditions for the exercise of the withdrawal
Enersis Américas, including a modification to the
right shall be informed promptly, in accordance
name and corporate purpose of the company,
with the current law and regulations.
as well as
the elimination of
transitional
arrangements that would have expired.
III. Information
about
other
related-party
transactions. Report to shareholders about any
7. For the purposes of the provisions of Article 69
agreements on other related-party transactions
of the Tax Code, Enersis Américas, in its capacity
within the meaning of Title XVI of the LSA, other
as the surviving company and legal successor of
than the Merger, held during the period since the
Endesa Américas and Chilectra Américas, shall
last shareholders’ meeting of Endesa Américas,
be liable and shall be required to pay all the taxes
indicating the directors that approved them.
220
Enel Américas Annual Report 2016
The shareholders may obtain a full copy of the
case, the information statement/prospectus that
documents that explain and support the matters
is part of the Form F-4 will be made available
submitted for the discussion and approval of the
to shareholders and holders of ADSs to inform
Board at the corporate office located in Santa Rosa
them about matters to be voted on at the
76, 15th Floor (Investor Relations Department),
upcoming extraordinary shareholders’ meetings
Santiago de Chile, beginning today. Likewise,
of Enersis Américas S.A. and Endesa Américas
beginning today, said documents will also be
to be held on September 28, 2016, and about the
available to the shareholders in the Company’s
shares and ADSs of Enersis Américas S.A. that
website: www.endesaamericas.cl. Finally, we
will be offered in exchange to holders of Endesa
hereby inform that also available in the respective
Américas shares and ADSs in the merger.
websites of Enersis Américas (www.enersis.cl)
and Chilectra Américas (www.chilectraamericas.
Additionally, and in accordance with the provisions
cl), are the reports of the independent appraisers
of General Norm No. 30 of that Superintendence,
and experts required by said entities, as well
we inform you that the aforementioned declaration
as all other background information that may
of effectiveness of the Form F-4 allows Endesa
serve as basis to decide on the OPR and Merger
Américas to confirm that the event described
that will be submitted for consideration to the
in the Significant Event of the Company dated
shareholders of such entities.
August 16, 2016, consisting of the possibility that
the next Extraordinary Shareholders’ Meeting to
Lastly, in accordance with applicable law, a
be held on September 28 would be postponed
notice of meeting will be published and a letter
as a result of not obtaining a timely declaration of
to shareholders containing information relating to
effectiveness can no longer occur.
the meeting will be mailed to shareholders on or
before September 13, 2016.
Finally, we inform shareholders and the market in
general that a complete copy of the information
> On September 8, 2016, Pursuant to the provisions
statement/prospectus
referred
to above,
is
of article 9 and paragraph two of article 10, of
available, as of this date, on the Company’s
Securities Market Law No. 18,045, and to the
website: www.enersis.cl.
established provisions of General Norm No. 30 of
that Superintendence, duly empowered on behalf
> In accordance with articles 9 and 10, paragraph
of Endesa Américas S.A. (“Endesa Américas”
2, under Securities Market Law N°18,045, and
or the “Company”), the following Significant
as established under General Norm N°30 of the
Event was
informed, as has already been
Superintendence, duly authorized on behalf of
communicated by Enersis Américas S.A., that
Endesa Américas S.A. (“Endesa Américas”, the
today the Securities and Exchange Commission
“Company,” or the “Society”) it was informed
(“SEC”) of the United States of Americas has
of the following Significant Event regarding the
declared the validity or “effectiveness” of the
tender offer for the acquisition of shares that
Registration Statement on Form F-4 (“Form F-4”),
Enersis Américas S.A. has presented in relation
filed by Enersis Américas S.A. with said authority,
to all the shares issued by Endesa Américas
in accordance with the Securities Act of 1933, to
(“OPA,” in its Spanish acronym) and the tender
register the issuance of shares and American
offer in relation to all the American Depositary
Depositary Shares (“ADS”) by Enersis Américas
Shares of Endesa Américas and all the shares of
as a result of the capital increase, which will be
the Company whose holders are residents of the
the objective in the event the merger with its
United States I inform you the following:
associates Endesa Américas S.A. and Chilectra
Américas is approved.
Today, pursuant to Article 207 letter c) of
Securities Market Law N°18,045, the Company
Under the United States rules applicable to the
has received the individual reports of Company’s
221
Directors, Rafael Fauquié B., Vittorio Vagliasindi,
(A)(i) The withdrawal rights that may be exercised by the
Hernán Cheyre V., Eduardo Novoa C., Loreto Silva
statutory merger dissenting shareholders of Endesa
R., Francesco Buresti, Mauro Di Carlo, Umberto
Américas as a result of the Merger may not exceed
Magrini and Luca Noviello.
10% of its outstanding voting shares; provided that the
exercise by the shareholders of Endesa Américas of
Also, in accordance with Article 207 letter c), I
the withdrawal right does not result in any shareholder
hereby communicate that the aforementioned
exceeding the maximum shareholding concentration
reports and the Prospectus of the OPA have
limit of 65% in Endesa Américas on the date the exercise
been made available to the general public and
period of the withdrawal right by the statutory merger
shareholders on the Company’s website (www.
dissenting shareholders is due to expire, considering for
endesaamericas.cl) and at its corporate offices
that purpose the number of shares into which the new
located in Santa Rosa 76, 15th floor, Santiago.
Enersis Américas capital stock approved by the Board
will be divided; (ii) that the withdrawal right that may
> On September 28, 2016, In accordance with articles
be exercised by the shareholders of Endesa Américas
9 and 10, paragraph 2, under Securities Market Law
as a result of the Merger may not exceed 10% of its
N°18,045, and as established under General Norm N°30
outstanding voting shares; or (iii) that the withdrawal
of the Superintendence of Securities and Insurance
right that may be exercised by the shareholders of
(“SVS”), and exercising the powers conferred upon
Chilectra Américas as a result of the Merger may not
me, it was informed this Significant Event, that today,
exceed 0.91% of its outstanding voting shares; and
the Extraordinary Shareholders’ Meeting of Endesa
Américas S.A. (“Endesa Américas” or the “Company”)
(B) If one or more of the events described in numbers (i), (ii)
resolved, complying with the quorum required by law
or (iii) of letter A above should occur within 60 days of the
and the Company’s by-laws, the following:
date of the respective shareholders’ meetings to favorably
vote on the Merger, the shareholders’ meetings of each
1. Approve, pursuant to the terms of Title XVI of the
of the merging companies have agreed at a subsequent
Chilean Companies Act No. 18,046 (“LSA,” in its
shareholders’ meeting that the effects, deriving from any
Spanish acronym), the related-party transaction (“OPR,”
one of these facts and having been agreed, should not be
in its Spanish acronym) that consists of the proposed
applicable therefore, that the Merger shall become effective.
statutory Merger of Endesa Américas and Chilectra
Américas S.A. (“Chilectra Américas”), into Enersis
Should the Conditions Precedent be met, a single declaratory
Américas S.A. (“Enersis Américas”) (the “Merger”).
public deed shall be issued notifying of the compliance with
said Conditions Precedent. Said public deed shall be titled
2. Approve, pursuant to the terms of Title IX of the LSA,
“Deed of Compliance with the Merger Conditions.”
and of paragraph 3 of Title IX of the Chilean Companies
Regulations, the proposed Merger by virtue of which
The Merger shall be effective as of the first day of the calendar
Enersis Américas, in its capacity as the surviving
month following the month in which the aforementioned
company, would absorb by acquisition the subsidiaries
Deed of Compliance with the Merger Conditions is granted
Endesa Américas and Chilectra Américas, each of which
and once the Merger has become effective, it will be
would then dissolve without the need for their liquidation,
informed in a timely manner to the SVS, to other relevant
succeeding them in all their rights and obligations; and
entities and to the market as a Significant Event.
the specific terms and conditions of the Merger and the
background information that serves as the foundation of
The shareholders’ meeting has approved the exchange ratio
the Merger.
of 2.8 shares of Enersis Américas for each share of Endesa
Américas and 4 shares of Enersis Américas for each share of
The Merger was subject to the compliance of the
Chilectra Américas, without considering fractions of shares.
following conditions precedent
(the “Conditions
Precedent”):
The Merger will entail a capital increase of Enersis
Américas by the amount of Ch$ 1,046,470,167,544, through
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Enel Américas Annual Report 2016
the issuance of 9,232,202,625 new registered shares
articles 9 and 10, paragraph two, of Securities Market Law
of the same series and without par value, which will be
No. 18,045, and to the provisions of General Norm No.
subscribed and fully paid using the incorporated equity of
30 of the Superintendence, and exercising the powers
the shareholders of the absorbed companies, excluding
conferred upon me and on behalf of Endesa Américas S.A.
for purposes of this subscription and capital payment, the
(“Endesa Américas” or the “Company”), and in relation
shareholding capital Enersis Américas currently owns in
to the fulfillment of the conditions precedent to which
Endesa Américas and Chilectra Américas. At the same time,
the merger by absorption of the Company and Chilectra
the following articles of bylaws will be modified under the
Américas S.A. into Enersis Américas S.A. (the “Merger”)
following terms:
was subject, as agreed to at the Extraordinary Shareholders’
Meeting held on September 28, 2016, it was informed the
(i) Amendment of Article One, informing that the new
Significant Event regarding following the conclusion of the
name of the Company will be Enel Américas S.A.,
period for dissenting shareholders of the Merger to exercise
clarifying that it is a publicly traded company.
their statutory merger dissenters’ withdrawal rights in the
Company, it was determined that the exercise of statutory
(ii) Amendment of Permanent Article Four, in order to
merger dissenters’ withdrawal rights in Endesa Américas
insert in the first paragraph a comma (,) between
did not exceed 10% of the outstanding voting shares of
expressions “foreign” and “the exploration” and
said company, thereby fulfilling the condition regarding the
replace in letter d) the terms “associate companies”
maximum limit for exercises of statutory merger dissenters’
with “related, subsidiaries and associate companies”
withdrawal rights in Endesa Américas.
(iii) Amendment of Article Five, informing of the capital
> On November 15, 2016, pursuant to the provisions of
increase of Enersis Américas’ resulting from the
articles 9 and 10, paragraph two, of Securities Market Law
Merger, and the issuance of newly registered shares
No. 18,045, and to the provisions of General Norm No. 30 of
of a single series and without par value;
the Superintendence, duly authorized on behalf of Endesa
(iv) Rescind all of the bylaws’ transitional provisions due
was informed of the Significant Event, that as of today and
to loss of their validity, and add a new Transitory
as resolved at the Extraordinary Shareholders’ Meeting of
Article One related to the status of the subscription
Endesa Américas on September 28, 2016, the Company has
and the payment of the capital stock after the Merger,
signed in conjunction with Enersis Américas S.A. (“Enersis
Américas S.A. (“Endesa Américas” or the “Company”), it
and
Américas”) and Chilectra Américas S.A.
(“Chilectra
Américas”),
the Deed of Compliance with Merger
(v) Issue a new, re-written text of the Enersis Américas
Conditions, which affirms the verification of the conditions
bylaws.
precedent to which the merger of Endesa Américas with
the aforementioned companies (the “Merger”) was subject.
It is hereby established Record that the Extraordinary
Shareholders’ Meetings of Enersis Américas and
In accordance with the resolutions of the Extraordinary
Chilectra Américas also held today, voted favorably on
Shareholders’ Meetings of Endesa Américas, Enersis
both the OPR and the Merger, pursuant to the quorums
Américas and Chilectra Américas, all on September 28,
required by law and the bylaws of their respective
2016, the Merger will be effective as of the first calendar
companies.
day of the month following the month in which the Deed
of Compliance with Merger Conditions referred to in this
Finally, I herby inform you that, notwithstanding what
Significant Event is granted and, therefore, the Merger will
shall be communicated in due time, and pursuant to
be effective on December 1, 2016.
terms established by law and existing regulations, the
statutory merger dissenting shareholders have the
On that date, the entire equity of Endesa Américas and
withdrawal right pursuant to the existing legislation.
Chilectra Américas will be
incorporated
into Enersis
Américas, the latter occurring within all its rights and
> On October 29, 2016, pursuant to the provisions of
obligations with the respect to the former, each of which
223
would then dissolve without the need for their liquidation.
Additionally, it is reported that, as of December 1, 2016, the
absorbing company will change its current corporate name,
Enersis Américas S.A., to Enel Américas S.A.
Chilectra
Américas
> On March 24, 2016, the Significant Event was informed
> On November 23, 2016, pursuant to the provisions of
to the Superintendence of Securities and Insurance
articles 9 and 10, paragraph two, of Securities Market Law
as of January 29, 2016, that pursuant to the matters
No. 18,045, and to the provisions of General Norm No.
approved at the Extraordinary Shareholders’ Meeting
30 of the Superintendence, it was informed the following
held on December 18, 2015, where the Spin-Off of
Significant Event of Endesa Américas S.A. (“Endesa
Chilectra S.A. was approved, shall become effective on
Américas” or the “Company”):
March 1, 2016, a date as of which the new company
> Endesa Américas will be absorbed by Enersis Américas
and its respective shares at the Seurities Register of the
Chilectra Américas S.A. began to exist, the registration
S.A. on December 1, 2016.
Superintendence. On the other hand, the distribution
and delivery of information related to the shares issued
> The foregoing will result in the Endesa Américas’ dividend
by Chilectra Américas S.A. will be carried out as of
policy scheduled for 2016 not being implemented, since,
the date defined by the Board of Directors, once the
by the dates scheduled for its realization (interim dividend
registration is completed.
payable in January 2017 and final dividend payable no
earlier than April 2017), Endesa Américas will have
> On April 14, 2016, the following Significant Event was
dissolved and been succeeded by Enersis Américas.
informed:
> As a result of the merger, Endesa Américas
- On April 13, 2016, the Superintendence of Securities
shareholders will receive shares of Enersis Américas
and
Insurance proceeded
to
record Chilectra
S.A., of which they should consider in their future
Américas and its shares in the Securities Registry,
investment decisions the continuous investment
thus the shares resulting from the division of the
information submitted to the market by the absorbing
share capital of Chilectra Américas S.A. should be
company, which includes, but is not limited to, its
distributed free of any payment to the shareholdersof
dividend policy.
Chilectra S.A. entitled to receive them.
- The Board of Directors of Chilectra Américas agreed
to carry out the distribution and deliver information in
relation to a total of 1,150,742,161 shares issued by
Chilectra Américas S.A., all nominative, of a unique
and single series and without nominal value, on April
21, 2016 to the shareholders of Chilectra S.A.
- This shares distribution will be carried out by
delivering one share of Chilectra Américas for each
share of Chilectra S.A. that will be registered under
its name in the registry. As such, from April 21, 2016
onwards, the shares issued by Chilectra Américas
S.A., may be officially quoted in the stock markets
aforementioned. -
- Representative titles of the shares in Chilectra
Américas S.A., will be available for shareholders of
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Enel Américas Annual Report 2016
Chilectra S.A., to be withdrawn on April 21, 2016 at
external expert of the Company to issue
the DCV Registros S.A. offices.
a report related to the valuation of the
merging companies and the exchange
> On April 27, 2016, the appointment of the following
ratio associated, as required by the
members of the Board was informed:
Corporations Law.
Chairman of the Board:
Gianluca Caccialupi
Vice Chairman of the Board
Francesca Romana Napolitana
Director
Monica Hodor
Director
-
Appoint BBVA Asesorías Financieras S.A.
as independent appraiser of Chilectra
Américas in the Merger operation to issue
a report in the terms of Article 147 of the
Corporations Law.
Iris Boeninger von Kretschmann
> On May 31, 2016, it was informed at the Ordinary
Director
board of Directors’ Session, it was agreed unanimously yo
Hernan Felipe Errázuriz Correa.
revoke the independent expert appointment conferred upon
Mr. Mario Torres Santibáñez, agreed at the Extraordinary
Ø In April, 2016 the Superintendence was informed,
Session of the Board held on May 6, and to appoint Mr.
pursuant to Form N°1, the information related to the
Emilio Venegas Valenzuela instead. As such, the new expert
final dividend N°31, whose distribution and payment
must issue a report regarding the merging companies and
has been agreed by the Ordinary Shareholders’
in compliance with provisions of articles 156 and 168 of
Meeting held on April 27, 2016.
Regulations of the Chilean Companies Act Law N°18,046.
Ø On May 6, 2016 the Extraordinary Session of the
> On August 05, 2016, the SVS was informed of the
Board of Directors agreed the following:
related-party transactions of the merger by incorporation
-
Formally begin
the Merger process
Enersis Américas S.A. (the “Merger”), and as of this same
in which Enersis Américas would
date the Company has received the following information:
of Endesa Américas S.A. and Chilectra Américas S.A. in
absorb Endesa Américas S.A. (“Endesa
Américas”) and Chilectra Américas S.A.
1. Report issued by the independent appraiser BBVA
(“Chilectra Américas”) by incorporation,
Asesorías Financieras S.A., with regards to the
which would
then dissolve without
conditions of the Merger, its effects and its potential
liquidation, replacing them in all their
impact for the Comoany; and
rights and obligations (the “Merger”).
2. Individual opinions of the Directors of he Company,
-
Communicate
that
the Directors of
Gianluca Caccialupi, Iris Boeninger von Kretschmann,
Chilectra Américas S.A., as they have
Hernán Felipe Errázuriz Correa, Francesca Romana
been elected with the votes of the
Napolitano and Mónica Hodor.
contolling shareholder of the company,
have declared to be interested in the
> On August 05, 2016, at the Extraordinary Board of
meger in the terms exposed on Article
Directors’ Session the following matters were informed:
147 of the Corporations Law.
I. Approval of the financial statements and the
-
Communicate that the General Manager
distribution of profits. The balance sheet and other
of the company has declared not to be
financial statements approval as of June 30, 2016,
affected by conflicts of interest in relation
audited by the externa audit company RSM Chile
to the merger.
Auditores Limitada; as well as the distribution of a
dividend of $120,000,000,000, to be charged against
-
Appoint Don Mario Torres Santibáñez as
retained earnings.
225
I.
Operation on the related-party transactions
for their liquidation, succeeding them in all their
(OPR). Approve, pursuant to the terms of
rights and obligations; and (ii) the background
Title XVI of Law N° 18,046 or Corporations
information that serves as foundation for the
Law
(“LSA”), the operation with related
Merger. The specific terms and conditions of
party (“OPR”) consisting on the merger by
the Merger will be the following:
incorporation proposal of Endesa Américas S.A.
(“Endesa Américas”) and Chilectra Américas,
1. The background information that serves as
in Enersis Américas S.A. (“Enersis Américas”
foundation for the Merger, according to the
and the operation as the “Merger”), mentioned
applicable legislation, was made available to the
in the following item III, and taking into account
shareholders today, including:
the following information as the foundation and
which is available for the shareholders at the
(i) The document containing
the
terms and
address of the company and at the web site of
conditions of the proposed Merger, drawn up
Chilectra Américas www.chilectraamericas.cl:
in accordance with Article 155(a) of the Chilean
Companies Regulations, and which also contains
The final, independent evaluation on the related-party
the objectives and expected benefits of the
transaction that is part of the Merger, issued by Banco
Merger;
Itaú, the independent reviewer appointed by the Board
of Directors, within the framework of the Corporate
(ii) The balance sheets and financial
Reorganization;
(i) Report issued by the independiente appraiser
appointed by
the Board, BBVA Asesorías
Financieras S.A., issued on August 5, 2016;
statements of Enersis Américas,
Endesa Américas
and Chilectra
Américas as of June 30, 2016, duly
audited by the external audit firms
Ernst & Young, KPMG Auditores
Consultores Limitada, and RSM Chile
(ii) Individual opinions of
the Directors of
Auditores Limitada, respectively; and
Chilectra Américas Mesrrs. Iris Boeninger von
Kretschmann, Hernán Felipe Errázuriz Correa,
(iii) The expert reports prepared by Messrs.
Francesca Romana Napolitano, Mónica Hodor,
and Gianluca Caccialupi, all dated August 5, 2016;
and
(iii) The report containing the terms and conditions
Pablo D´Agliano, Colin Becker and
Emilio Venegas Valenzuela, all issued
on August 5, 2016, and commissioned
by the Boards of Directors of Enersis
Américas, Endesa Américas and
of the proposed Merger, prepared in compliance
Chilectra Américas, respectively.
with the terms of Article 155 letter (a) of the
Corporations Law, which also
includes the
2. The Merger would be subject to the following
expected objectives and benefits of the Merger.
conditions
precedent
(the
“Conditions
I.
Merger. Once the OPR has been approved,
Precedent”):
pursuant to the terms exposed on item II
(i) The right to withdraw that may be exercised
above, and in the terms of Title IX of the LSA,
by the shareholders of Enersis Américas as
and of paragraph 3 of Title IX of the Chilean
a result of the Merger may not exceed 10%
Companies Regulations, approve
(i)
the
of its outstanding voting shares; provided
proposed Merger by virtue of which Enersis
that the exercise by the shareholders of
Américas, in its capacity as the surviving
Enersis Américas of the right to withdraw
company, would absorb by acquisition each of
does not result in any shareholder exceeding
Endesa Américas and Chilectra Américas, each
the maximum shareholding concentration
of which would then dissolve without the need
limit of 65% in Enersis Américas on the date
226
Enel Américas Annual Report 2016
the exercise period of the right to withdraw
an essential fact.
by dissenting shareholders is due to expire,
considering for that purpose the number of
4. An increase in the authorized capital of Enersis
shares into which the new Enersis Américas
Américas by the amount Ch $1,046,470,167,544,
capital stock approved according to item 4
through the issuance of 9,232,202,636 new
below is divided;
registered shares of the same series and without
par value, which will be subscribed and paid, in
(ii) The right to withdraw that may be exercised
whole or part, using the incorporated equity of
by the shareholders of Endesa Américas as a
the shareholders of the absorbed companies,
result of the Merger may not exceed 10% of
excluding for purposes of this subscription and
its outstanding voting shares; and
capital payment, the shareholding capital Enersis
Américas owns in each of Endesa Américas and
(iii) The right to withdraw that may be exercised
Chilectra Américas through shares it currently
by the shareholders of Chilectra Américas as
owns in the companies (“Current Shares”)
a result of the Merger may not exceed 0.91%
and those shares issued by Endesa Américas
of its outstanding voting shares.
acquired before the Merger takes place, as a
consequence of the public offer for the shares
If one or more of the events described above
acquisition to be carried out by Enersis Américas
occurs within the 60 days of the date of the
and covering all of the shares and American
respective shareholders’ meetings to vote on the
Depositary Receipts (ADRs) of Endesa Américas
Merger, the shareholders of each of the merging
not owned by Enersis Américas, in the terms and
companies may agree at a new shareholders’
conditions to be promptly detailed when such
meeting that the merger will take effect
offer is submitted (hereafter, the shares acquired
notwithstanding
these effects, nonetheless
will be denomintated “OPA Shares”, and jointly
one of these Conditions Precedent exist (the
with the Current Shares, will be denominated
“Special Agreement”).
“Pre Merger Shares”). When the Merger takes
place, the only share capital increase of Enersis
3. Once the Conditions Precedent have been
Américas to be subscribed and paid related to the
satisfied, the representatives appointed by the
equity incorporation of the absorbed companies’
Boards of Directors of Enersis Américas, Endesa
shareholders, excluding the shareholder Enersis
Américas, and Chilectra Américas shall grant a
Américas in relation to its Pre Merger Shares.
single declaratory public deed, notifying about the
The capital increase shares will be entirely and
compliance with said Conditions Precedent. Said
exclusively distributed among the shareholders
public deed shall be titled “Deed of Compliance
of Endesa Américas and Chilectra Américas,
with Merger Conditions.”
and excluding the shareholder Enersis Américas,
pursuant to the assignation rule described on
The Merger shall be effective as of the first day
item 8 below, in the proportion related to the
of the calendar month following the month in
exchange rate to be defined defined in the
which the aforementioned Deed of Compliance
Merger process.
with Merger Conditions is granted. The foregoing
is without prejudice to timely compliance with
5. An exchange ratio of 2.8 shares of Enersis
the registration in the corresponding Commercial
Américas for each share of Endesa Américas
Registry and publication in the Official Gazette
and 4 shares of Enersis Américas for each share
of the extracts of the respective public deed
of Chilectra Américas will be proposed without
recordings, either prior to or after granting the
considering fractions of shares.
Deed of Compliance with Merger Conditions.
Once the Merger has become effective, it will be
6. A consolidated text of Enersis Américas’ bylaws
timely informed to the SVS and to the market as
will be provided, which will include, in addition to
227
the modifications to the share capital, ther social
proposed Merger, and fully authorize the board
modificatinos to be approved by the shareholders
of directors of Enersis Américas to grant all the
of Enersis Américas, including the modification
powers of attorney that it may deem necessary,
to the name and social purpose of such company,
especially
those
necessary
to
legalize,
as well as the así como la eliminación de
materialize, and carry out the Merger and any
disposiciones transitorias que hubieren perdido
other agreements adopted.
su vigencia.
IV. Cancellation of repurchased shares. In order that
7. The corporate purpose of Enersis Américas shall
the absorbing company should not be a holder of
be changed in order to allow related companies
any repurchased shares at the time of the Merger, it
and associates of Enersis Américas as
will be proposed to the shareholders of the merging
potential recipients of its services, and a formal
companies to approve that, if the withdrawal right
amendment of the text shall be drafted to that
is exercised by up to the maximum percentage
effect.
agreed as a condition precedent to the Merger, the
repurchased shares which are acquired as a result
For the purposes of Article 69 of the Tax Code,
of the above by Enersis Américas, Endesa Américas
Enersis Américas, in its capacity of continuing
and/or Chilectra Américas (hereinafter these shares
company and legal successor of Endesa Américas
shall be known as “repurchased shares”) will be
and Chilectra Américas, will be constituted as
cancelled on the shareholders register.
severally liable and will be obliged to pay every
tax that Endesa Américas and Chilectra Américas
For these purposes, and via an agreement that
may owe, according to the closing balance that
is subsequent to and separate from the Merger,
Endesa Américas and Chilectra Américas must
a capital decrease of Enersis Américas shall be
prepare in relation to the aforementioned legal
proposed, subject to the Merger taking place, for the
provision.
amount up to the amount incurred by any company
to acquire repurchased shares, in accordance with
8. The Board of Directors of Enersis Américas
the price to be paid for the exercise of the withdrawal
shall allocate the new shares and update its
right in each company, which will be reported at the
shareholder ledger at midnight of the day prior to
shareholders meeting. The maximum amount that
the date on which the Merger becomes effective,
this capital reduction could reach shall be informed
considering for this purpose the shareholders
at the meeting to be convened based on a previously
registered in the shareholder ledgers of Endesa
designated formula. This capital decrease shall be
Américas and Chilectra Américas on that date,
subject to the following terms and conditions:
and any duly executed conveyances, transfers,
and transmissions of shares that may have been
i.
In the first place, the effect of not
submitted to Endesa Américas and Chilectra
transferring Repurchased Shares shall be
Américas prior to the Merger and that may not
agreed upon.
yet have been finalized and recorded in the
corresponding shareholder ledger.
ii.
The
reduction of capital shall occur
The Current Shares of Enersis Américas in the
further formalities: (i) with regards to all
absorbed companies, hereto the Pre Merger
the shares issued by Enersis Américas
Shares, will be excluded from this designation
that are repurchased by Enersis Américas
as they are left ineffective as a result of the
prior to the Merger their, cancellation will
automatically, immediately, and without
Merger.
occur immediately and automatically once
the company has paid for and acquired
9. Agree on any other matters that the shareholders
ownership and (ii) with regard to all shares
may deem appropriate with respect to the
issued by a subsidiary that are repurchased
228
Enel Américas Annual Report 2016
by the subsidiary prior to the time the
August 5, the company has seen as relevant, for a
Merger takes place, their cancellation
better transparency of the process and in relation
shall occur immediately and automatically
to its uniqueness, to reaffirm that some information
upon the effectiveness of the Merger;
might impact the process pursuant to the US
and (iii) with regard to all the repurchased
regulation, in the following sense:
shares that Enersis Américas pays for and
acquires after the effectiveness of the
Furthermore, and once the call is made for the
Merger and until 1st of April, 2017, their
Extraordinary Shareholders’ Meeting of Enersis
cancellation shall take place immediately
Américas to decide regarding the merger with
and automatically once it has paid for and
Endesa Américas S.A. and Chilectra Américas S.A.,
acquired their ownership.
as shown in the Significant Event issued on August
5, 2016, the Company has considered the following
iii.
The Board of Directors or the Chief
relevant for greater transparency of the process,
Executive Officer of Enersis Américas shall
and due to the importance of this transaction, to
grant a declaratory public deed recording
restate selected information that affects the process
of whether any reductions of capital took
according to applicable United States regulations, as
place and, if so, of Enersis Américas’
follows:
new capital amount, within the following
timeframes: (i) within ten days following the
As indicated in the application made by Enersis
date the Merger becomes effective, and (ii)
Américas to the Superintendence of Securities and
within ten days after April 1, 2017. Each of
Insurance on May 23, 2016, and in submissions
those public deeds shall be annotated in
made by the same entity regarding Endesa Américas
the margin of Enersis Américas’ corporate
on May 31, 2016, and with regard to Chilectra
registration.
Américas and Enersis Américas S.A., on June 1,
2016, all applications and public submissions and the
V. Information about other related-party transactions.
ones informed to the Superintendence of Securities
Report to shareholders about any agreements on
and Insurance in its response by means of Ordinary
other related-party transactions within the meaning
Official Letter No. 16,030 dated July 1, 2016, referred
of Title XVI of the LSA, other than the Merger,
to companies asked to the Superintendence
held during the period since the last shareholders’
to extend the period of validity of the financial
meeting of Endesa Américas, indicating the directors
statements that will be used in the merger, pursuant
that approved them.
to provisions of the applicable regulation.
It was noted that dissenter shareholders of the
In fact, Under the rules of the U.S. Securities
Merger would have withdrawal rights, in accordance
Exchange Commission
(the “SEC”)
that are
with Article 69 de la LSA. The terms and conditions for
applicable to the proposed merger transaction,
such period will be promptly informed, in accordance
a final information statement or final prospectus
with the existing regulation.
must be sent to ADR holders and US resident
shareholders 20 days in advance of the extraordinary
On August 16, 2016, the Extraordinary Shareholders’
meeting of shareholders scheduled for September
Meeting advised that the final price for withdrawal
28, 2016. The information statement and prospectus
rights will be informed in due time.
is contained in a Registration Statement on Form
F-4 (the “Form F-4”) that must be declared effective
Additionally and with regards to the attendance to
by the SEC before the final information statement/
the Extraordinary Shareholders’ Meeting of Chilectra
propsectus may be disseminated. Enersis Américas
Américas to vote in relation to its merger with
currently expects that the Form F-4 will be declared
Enersis Américas S.A and Endesa Américas S.A.,
effective in time to disseminate the final information
in accordance with the significant event issued on
statement/prospectus sufficiently in advance of the
229
extraordinary shareholder meeting to comply with
taking into account the following background data
applicable SEC rules. However, there can be no
that serves as its foundation, and which are available
assurance that the Form F-4 will be declared effective
to the shareholders at the Company’s corporate
in accordance with the expected timetable.
address and on its website www.chilectraamericas.
If the SEC does not declare the Form F-4 effective in
cl:
time, or does not grant other relief, the extraordinary
(i) Report of the independiente appraiser appointed
shareholders meeting may not be held on September
by the Board of Directors, BBVA Asesorías
28, 2016 as scheduled and must be postponed to a
Financieras S.A., issued on August 5, 2016;
later date.
If that’s the case and according to what was
Chilectra Américas Messrs. Iris Boeninger von
bentioned above, Chilectra Américas must prepare
Kretschmann, Hernán Felipe Errázuriz Correa,
new Financial Statements and prepare an audit
Francesca Romana Napolitano, Mónica Hodor,
pursuant to the Chilean regulation – due to the
and Gianluca Caccialupi, dated August 5, 2016;
(ii) Individual opinions of
the Directors of
expiration of those prepared previously for the
and
Extraordinary Shareholders’ Meeting to take place
on September 28. Additionally, the Form F-4 should
(iii) The document comprising the terms and
be modified and updated and the SEC must review
conditions of the proposed merger prepared in
the modified Form F-4 for the declaration of its
accordance with Article 155(a) of the Chilean
effectiveness.
Companies Regulations, which contains the
objectives and expected benefits of the merger.
The aforementioned do not materially affect
the execution and completion of the corporate
III. Merger. Once the OPR has been approved,
reorganization that is currently underway by Enersis
pursuant to the terms exposed on item II above,
Américas and its subsidiaries Endesa Américas and
and in the terms of Title IX of the LSA, and of
Chilectra Américas, and if the operation is delayed, it
paragraph 3 of Title IX of the Chilean Companies
will not affect its success.
Regulations, approve (i) the proposed Merger
by virtue of which Enersis Américas, in its
> On August 31, 2016, the Board of Directors agreed to
capacity as the surviving company, would absorb
modify the matters to be acknowledged and decided at
by acquisition each of Endesa Américas and
the Extraordinary Shareholders Meeting, as follows:
Chilectra Américas, each of which would then
dissolve without the need for their liquidation,
I. Approval of the financial statements and profits
succeeding them in all their rights and obligations;
distribution. The approval of the balance sheet and
and (ii) the background information that serves as
the other financial statements as of June 30, 2016,
foundation for the Merger. The specific terms and
audited by the external audit company RSM Chile
conditions of the Merger will be the following:
Auditores Limitada; and also the dividend distribution
of $120,000,000,000, to be charged agains retained
1. The background information that serves as
earnings.
foundation for the Merger, according to the
applicable legislation, was made available to the
II. Related-party transactions (“OPR”). Pursuant to the
shareholders today, including:
terms of Title XVI of the Chilean Companies Act,
Law No. 18,046 (“LSA”,), to approve the OPR, which
(i) The document containing
the
terms and
consists of the proposed statutory merger of Endesa
conditions of the proposed Merger, drawn up
Américas S.A. (“Endesa Américas”) and Chilectra
in accordance with Article 155(a) of the Chilean
Américas S.A. (“Chilectra Américas”), into Enersis
Companies Regulations, and which also contains
Américas (the “Merger”), referred to in item II below,
the objectives and expected benefits of the
230
Enel Américas Annual Report 2016
Merger;
Merger, the shareholders’ meetings of each of the
merging companies have agreed at a subsequent
(ii) The balance sheets and financial statements
shareholders’ meeting that the effects, deriving
of Enersis Américas, Endesa Américas and
from any one of these facts and having been
Chilectra Américas as of June 30, 2016, duly
agreed, should not be applicable therefore, that
audited by the external audit firms Ernst & Young,
the Merger shall become effective.
KPMG Auditores Consultores Limitada, and RSM
Chile Auditores Limitada, respectively; and
3. Once the Conditions Precedent have been
satisfied, the representatives appointed by the
(iii) The expert reports prepared by Messrs. Pablo
Boards of Directors of Enersis Américas, Endesa
D´Agliano, Colin Becker and Emilio Venegas
Américas, and Chilectra Américas shall grant a
Valenzuela, all issued on August 5, 2016, and
single declaratory public deed, notifying about the
commissioned by the Boards of Directors of
compliance with said Conditions Precedent. Said
Enersis Américas, Endesa Américas and Chilectra
public deed shall be titled “Deed of Compliance
Américas, respectively.
with Merger Conditions.”
2. The Merger was subject to the compliance of the
The Merger shall be effective as of the first day
following conditions precedent (the “Conditions
of the calendar month following the month in
Precedent”):
which the aforementioned Deed of Compliance
with Merger Conditions is granted. The foregoing
(A) (i) The withdrawal rights that may be exercised by
is without prejudice to timely compliance with
the statutory merger dissenting shareholders of
the registration in the corresponding Commercial
Endesa Américas as a result of the Merger may
Registry and publication in the Official Gazette
not exceed 10% of its outstanding voting shares;
of the extracts of the respective public deed
provided that the exercise by the shareholders
recordings, either prior to or after granting the
of Endesa Américas of the withdrawal right
Deed of Compliance with Merger Conditions.
does not result in any shareholder exceeding
Once the Merger has become effective, it will be
the maximum shareholding concentration limit
timely informed to the SVS and to the market as
of 65% in Endesa Américas on the date the
an essential fact.
exercise period of the withdrawal right by the
statutory merger dissenting shareholders
is
4. An increase in the authorized capital of Enersis
due to expire, considering for that purpose the
Américas by the amount Ch $1,046,470,167,544,
number of shares into which the new Enersis
through the issuance of 9,232,202,636 new
Américas capital stock approved by the Board
registered shares of the same series and without
will be divided; (ii) that the withdrawal right
par value, which will be subscribed and paid, in
that may be exercised by the shareholders of
whole or part, using the incorporated equity of
Chilectra Américas as a result of the Merger
the shareholders of the absorbed companies,
may not exceed 10% of its outstanding voting
excluding for purposes of this subscription and
shares; or (iii) that the withdrawal right that may
capital payment, the shareholding capital Enersis
be exercised by the shareholders of Chilectra
Américas owns in each of Endesa Américas and
Américas as a result of the Merger may not
Chilectra Américas through shares it currently
exceed 0.91% of its outstanding voting shares;
owns in the companies (“Current Shares”).
and
(B) If one or more of the events described in
Américas for each share of Endesa Américas
numbers (i), (ii) or (iii) of letter A above should
and 4 shares of Enersis Américas for each share
occur within 60 days of the date of the respective
of Chilectra Américas will be proposed without
shareholders’ meetings to favorably vote on the
considering fractions of shares.
5. An exchange ratio of 2.8 shares of Enersis
231
6. The name of the Company shall be changed to
last shareholders’ meeting of Chilectra Américas,
Enel Américas S.A. and it will be clarified that it is
indicating the directors that approved them.
a publicly traded company.
7. The corporate purpose of Enersis Américas shall
of the Merger will have withdrawal rights, pursuant
be changed in order to allow related companies
to Article 69 of the LSA. The terms and conditions to
and associates of Enersis Américas as
exercise those rights will be informed in due course,
potential recipients of its services, and a formal
in accordance with the law and current legislation.
It is hereby noted that the dissentive shareholders
amendment of the text shall be drafted to that
effect.
> On September 1, 2016, the Significant Event that
contained the letter of the General Manager 33/ 2016 of
8. The following articles of Enersis Américas’
August 31, was re-entried and replaced by the following:
bylaws will be modified, for the sole purpose
unanimously agreed, among other issues, to modify the
of increasing the capital stock and changing its
time and matters to be discussed at the Extraordinary
name, as indicated in numbers 4, 6 and 7 above:
Shareholders’ Meeting convened by the Board of
Directors on August 5, 2016, informed as Significant
(i) Amendment of Article One, informing that the
Event as of the same date. Thus, the Extraordinary
new name of the Company will be Enel Américas
Shareholders’ Meeting to be held on September 28,
S.A., clarifying that it is a publicly traded company;
2016, at 14:00 hours, at the Chilectra Auditorium, located
(ii) Amendment of Permanent Article Fourth, in
pursuant to the applicable law, the first appointment
order to insert in the first paragraph a comma
notice for the Meeting will be published and the letter to
(,) between expressions “foreign” and “the
shareholders with the information related to the meeting
exploration” and
replace
in
letter d)
the
will be sent to shareholders at the latest on September
in Santa Rosa N° 76, Santiago. It was informed that,
terms “associate companies” with “related,
13, 2016
subsidiaries and associate companies”
The Board of Directors agreed to modify the following
(iii) Amendment of Article Five, informing of the
sujects:
increase of Enersis Américas’ capital resulting
from the Merger, and the issuance of newly
I. Approval of the financial statements and the
registered shares of a single series and without
distribution of profits. The extrernal audit company
par value; and
RSM Chile Auditores Limitada audited the approval
of the balance sheet and the other financial
(iv) Rescind all of the bylaws’ transitional provisions
statements as of June 30, 2016; and the distribution
due to loss of validity, and add a new Transitional
of an eventual dividend of $120,000,000,000, to be
Article One related to the status of the
charged to retained earnings.
subscription and payment of the capital stock
after the Merger.
II. Related-party transactions (“OPR”). Pursuant to the
terms of Title XVI of the Chilean Companies Act,
9. A consolidated text of Enersis Américas’ bylaws,
Law No. 18,046 (“LSA”,), to approve the OPR, which
which will include the amendments indicated in
consists of the proposed statutory merger of Endesa
number 8 above, will be granted.
Américas S.A. (“Endesa Américas”) and Chilectra
Américas S.A. (“Chilectra Américas”), to Enersis
IV. Information
about
other
related-party
Américas (the “Merger”), referred to in item III
transactions. Report to shareholders about any
below, taking into account the following background
agreements on other related-party transactions
data that serves as its foundation, and which are
within the meaning of Title XVI of the LSA, other
available to the shareholders at the Company’s
than the Merger, held during the period since the
corporate address and on the web site of Chilectra
232
Enel Américas Annual Report 2016
Américas www.chilectraamericas.cl:
audited by the external audit firms Ernst
& Young, KPMG Auditores Consultores
(i) Report of the independent appraiser appointed
Limitada, and RSM Chile Auditores Limitada,
by the Board, BBVA Asesorías Financieras S.A.,
respectively; and
issued on August 5, 2016;
(iii) The expert reports prepared by Messrs. Pablo
(ii) Individual Opinions of
the Directors of
D´Agliano, Colin Becker and Emilio Venegas
Chilectra Américas Messrs. Iris Boeninger von
Valenzuela, all issued on August 5, 2016, and
Kretschmann, Hernán Felipe Errázuriz Correa,
commissioned by the Boards of Directors
Francesca Romana Napolitano, Mónica Hodor,
of Enersis Américas, Endesa Américas and
and Gianluca Caccialupi, all dated August 5, 2016;
Chilectra Américas, respectively.
and
(iii) Document containing the terms and conditions
conditions
precedent
(the
“Conditions
2. The Merger would be subject to the following
of the proposed Merger, prepared according
Precedent”):
to the provisions of Article 155 letter (a) of the
Corporations Law, containing the expected
(A) (i) The right to withdraw that may be exercised
objectives and benefits of the Merger.
by the shareholders of Enersis Américas as a
result of the Merger may not exceed 10% of
III. Merger. Once item I above has been approved,
its outstanding voting shares; provided that
pursuant to the terms of Title IX of the LSA, and of
the exercise by the shareholders of Enersis
paragraph 3 of Title IX of the Chilean Companies
Américas of the right to withdraw does not result
Regulations, approve (i) the proposed Merger by
in any shareholder exceeding the maximum
virtue of which Enersis Américas, in its capacity as
shareholding concentration limit of 65% in Enersis
the surviving company, would absorb by acquisition
Américas on the date the exercise period of the
each of Endesa Américas and Chilectra Américas,
right to withdraw by dissenting shareholders is
each of which would then dissolve without the
due to expire, considering for that purpose the
need for their liquidation, succeeding them in all
number of shares into which the new Enersis
their rights and obligations; and (ii) the background
Américas capital stock approved according to
information that serves as foundation for the Merger.
item 4 below is divided; (ii) the right to withdraw
The specific terms and conditions of the Merger will
that may be exercised by the shareholders of
be the following:
Endesa Américas as a result of the Merger
may not exceed 10% of its outstanding voting
1. The background information that serves as
shares; and (iii) the right to withdraw that may
foundation for the Merger, according to the
be exercised by the shareholders of Chilectra
applicable legislation, was made available to the
Américas as a result of the Merger may not
shareholders today, including:
exceed 0.91% of its outstanding voting shares;
(i) The document containing the terms and
and
conditions of the proposed Merger, drawn up
(B) If one or more of the events described in
in accordance with Article 155(a) of the Chilean
numerals (i), (ii) or (iii) above occurs within the 60
Companies Regulations, and which also contains
days of the date of the respective shareholders’
the objectives and expected benefits of the
meetings to vote on the merger, the shareholders
Merger;
of each of the merging companies may agree at a
new shareholders’ meeting that the merger will
(ii) The balance sheets and financial statements
take effect notwithstanding these effects.
of Enersis Américas, Endesa Américas and
Chilectra Américas as of June 30, 2016, duly
3. Once the Conditions Precedent have been
233
satisfied, the representatives appointed by the
arrangements that would have expired.
Boards of Directors of Enersis Américas, Endesa
Américas, and Chilectra Américas shall grant a
7. For the purposes of the provisions of Article 69
single declaratory public deed, notifying about the
of the Tax Code, Enersis Américas, in its capacity
compliance with said Conditions Precedent. Said
as the surviving company and legal successor of
public deed shall be titled “Deed of Compliance
Endesa Américas and Chilectra Américas, shall
with Merger Conditions.”
be liable and shall be required to pay all the taxes
owed or that may be owed by Endesa Américas
The Merger shall be effective as of the first day
and Chilectra Américas, according to the final
of the calendar month following the month in
financial statements that Endesa Américas and
which the aforementioned Deed of Compliance
Chilectra Américas must prepare by virtue of the
with Merger Conditions is granted. The foregoing
aforementioned legal provision.
is without prejudice to timely compliance with
the registration in the corresponding Commercial
8. The Board of Directors of Enersis Américas
Registry and publication in the Official Gazette
shall allocate the new shares and update its
of the extracts of the respective public deed
shareholder ledger at midnight of the day prior to
recordings, either prior to or after granting the
the date on which the Merger becomes effective,
Deed of Compliance with Merger Conditions.
considering for this purpose the shareholders
Once the Merger has become effective, it will be
registered in the shareholder ledgers of Endesa
timely informed to the SVS and to the market as
Américas and Chilectra Américas on that date,
an essential fact.
and any duly executed conveyances, transfers,
and transmissions of shares that may have been
4. An increase in the authorized capital of Enersis
submitted to Endesa Américas and Chilectra
Américas by the amount Ch $1,046,470,167,544,
Américas prior to the Merger and that may not
through the issuance of 9,232,202,636 new
yet have been finalized and recorded in the
registered shares of the same series and without
corresponding shareholder ledger.
par value, which will be subscribed and paid, in
whole or part, using the incorporated equity of
The Current Shares are excluded from this
the shareholders of the absorbed companies,
designation as they are left ineffective as a result of
excluding for purposes of this subscription and
the merger.
capital payment, the shareholding capital Enersis
Américas owns in each of Endesa Américas and
9. Agree on any other matters that the shareholders
Chilectra Américas through shares it currently
may deem appropriate with respect to the proposed
owns in the companies (“Current Shares”).
Merger, and fully authorize the board of directors
of Chilectra Américas to grant all the powers of
5. An exchange ratio of 2.8 shares of Enersis
attorney that it may deem necessary, especially
Américas for each share of Endesa Américas
those necessary to legalize, materialize, and carry
and 4 shares of Enersis Américas for each share
out the Merger and any other agreements adopted.
of Chilectra Américas will be proposed without
considering fractions of shares.
IV. Information about other related-party transactions.
Report to shareholders about any agreements on
6. A consolidated text of the bylaws of Enersis
other related-party transactions within the meaning
Américas, which will include, in addition to
of Title XVI of the LSA, other than the Merger,
modifications to the social capital, other social
held during the period since the last shareholders’
modifications approved by the shareholders of
meeting of Endesa Américas, indicating the directors
Enersis Américas, including a modification to the
that approved them.
name and corporate purpose of the company,
as well as
the elimination of
transitional
It has been recorded that dissentive shareholders of
234
Enel Américas Annual Report 2016
the Merger will have withdrawal rights, pursuant to
statements as of June 30, 2016; and the distribution
Article 69 of the LSA. The terms and conditions for
of an eventual dividend of $120,000,000,000, to be
the period of such withdrawal rights will be timely
charged to retained earnings.
informed, in accordance with the law and current
regulation.
The Meeting enabled the Board of Directors of
Chilectra Américas to set the eventual dividend
> On September 9, 2016, a Significant Event was
payment date, to be informed through a press
informed regarding that the Securities and Exchange
publication pursuant to the Corporations Law
Commission (“SEC”) of the United States of Americas
N°18,046.
has declared the validity or “effectiveness” of the
Registration Statement on Form F-4 (“Form F-4”), filed
II. Related-party transactions (“OPR”). Pursuant to the
by Enersis Américas S.A. (“Enersis Américas” or the
terms of Title XVI of the Chilean Companies Act,
“Company”) with said authority, in accordance with the
Law No. 18,046 (“LSA”,), to approve the OPR, which
Securities Act of 1933, to record the issuance of American
consists of the proposed statutory merger of Endesa
Depositary Shares (“ADS”) by the Company as a result
Américas S.A. (“Endesa Américas”) and Chilectra
of the capital increase, which will be the objective in the
Américas S.A. (“Chilectra Américas”), to Enersis
event the merger with its associates Endesa Américas
Américas (the “Merger”), referred to in item III
S.A. and Chilectra Américas is approved.
below, taking into account the following background
data that serves as its foundation, and which are
Under the United States rules applicable to the case,
available to the shareholders at the Company’s
the information statement/prospectus that is part of the
corporate address and on the web site of Chilectra
Form F-4, will be made available to shareholders and
Américas www.chilectraamericas.cl.
holders of ADSs to inform them about matters to be
voted on at the upcoming extraordinary shareholders’
III. Merger. Once item I above has been approved,
meetings of Enersis Américas and Endesa Américas to
pursuant to the terms of Title IX of the LSA, and of
be held on September 28, 2016 and information about
paragraph 3 of Title IX of the Chilean Companies
the shares and ADSs of Enersis Américas offered to
Regulations, approve (i) the proposed Merger by
holders of Endesa Américas shares and ADSs in the
virtue of which Enersis Américas, in its capacity as
merger.
the surviving company, would absorb by acquisition
each of Endesa Américas and Chilectra Américas,
Additionally, and in accordance with the provisions
each of which would then dissolve without the need
of General Norm No. 30 of that Superintendence, we
for their liquidation, succeeding them in all their rights
inform you that the aforementioned declaration of
and obligations; and (ii) the background information
effectiveness of the Form F-4 allows Enersis Américas to
that serves as foundation for the Merger, including
confirm that the event described in the Significant Event
the blance sheet and audit financial statements
dated August 16, 2016, consisting of the possibility that
of the companies that merged, the reports issued
the next Extraordinary Shareholders’ Meeting to be held
by experts and the consolidated bylaws of Enersis
on September 28 would be postponed as a result of not
Américas.
obtaining a timely declaration of effectiveness can no
longer occur.
The Merger would be subject to the following
conditions precedent (the “Conditions Precedent”):
> On September 28, 2016, the following agreements were
adopted at the Extraordinary Shareholders’ Meeting:
(A)(i) The right to withdraw that may be exercised by
I. Approval of the financial statements and the
the Merger may not exceed 10% of its outstanding
distribution of profits. The extrernal audit company
voting shares; provided that the exercise by the
RSM Chile Auditores Limitada audited the approval
shareholders of Enersis Américas of the right
of the balance sheet and the other financial
to withdraw does not result in any shareholder
the shareholders of Enersis Américas as a result of
235
exceeding the maximum shareholding concentration
a modification to the name and corporate purpose of
limit of 65% in Enersis Américas on the date
the company, as well as the elimination of transitional
the exercise period of the right to withdraw by
arrangements that would have expired.
dissenting shareholders is due to expire, considering
for that purpose the number of shares into which
It was informed that the Extraordinary Shareholders’
the new Enersis Américas capital stock approved
Meetings of Endesa Américas, Enersis Américas
according to item 4 below is divided; (ii) the right to
and Chilectra Américas also held today, agreed to
withdraw that may be exercised by the shareholders
approve the OPR and the Merger, pursuant to the
of Endesa Américas as a result of the Merger may
quorums established by lay and the bylaws of their
not exceed 10% of its outstanding voting shares; or
respective companies.
(iii) the right to withdraw that may be exercised by
the shareholders of Chilectra Américas as a result of
In accordance with
the
resolutions of
the
the Merger may not exceed 0.91% of its outstanding
Extraordinary Shareholders’ Meetings of Endesa
voting shares; and
Américas, Enersis Américas and Chilectra Américas,
all held on September 28, 2016, the Merger will be
(B) If one or more of the events described in numerals
effective as of the first calendar day of the month
(i), (ii) or (iii) above occurs within the 60 days of
following the month in which the Deed of Compliance
the date of the respective shareholders’ meetings
with Merger Conditions referred to in this Significant
to vote on the merger, the shareholders of each
Event is granted and, therefore, the Merger will be
of the merging companies may agree at a new
effective on December 1, 2016.
shareholders’ meeting that the merger will take
effect notwithstanding these effects.
On that date, the entire equity of Endesa Américas
Once the Conditions Precedent have been satisfied,
Enersis Américas, the latter occurring within all its
the representatives appointed by the Boards of
rights and obligations with the respect to the former,
Directors of Enersis Américas, Endesa Américas, and
each of which would then dissolve without the need
and Chilectra Américas will be incorporated into
Chilectra Américas shall grant a single declaratory
for their liquidation.
public deed, notifying about the compliance with
said Conditions Precedent. Said public deed shall be
> On September 28 2016, the payment of the eventual
titled “Deed of Compliance with Merger Conditions.”
dividend N° 1 equivalent to $104.28053 per share was
approved, whose payment date will be determined by
The merger will take place from the first working
the Board of Directors.
day next to the month in which the aforementioned
Merger Compliance Conditions Deed is granted.
> On October 29, 2016, Pursuant to the provisions of
Once the Merger is in place, a Significant Event will
articles 9 and 10, paragraph two, of Securities Market
be registered in the Superintendence of Securities
Law No. 18,045, and to the provisions of General Norm
and Insurance, and also to the other relevant entities.
No. 30 of the Superintendence, and exercising the
powers conferred upon me and on behalf of (“Enersis
In the context of the merger, an exchange ratio of 2.8
Américas” or the “Company”), the following Significant
shares of Enersis Américas for each share of Endesa
Event was informed, regarding the conclusion of
Américas and 4 shares of Enersis Américas for each
the period for dissenting shareholders of the merger
share of Chilectra Américas will be proposed without
agreement (the “Merger”) of Enersis Américas and its
considering fractions of shares.
subsidiaries Endesa Américas S.A. (“Endesa Américas”)
A consolidated text of the bylaws of Enersis Américas,
adopted at the extraordinary shareholders’ meeting of
which will include, in addition to modifications to the
the Company held on September 28, 2016, to exercise
social capital, other social modifications approved
their statutory merger dissenters’ withdrawal rights in
by the shareholders of Enersis Américas, including
the Company, its been confirmed that the withdrawal
and Chilectra Américas S.A. (“Chilectra Américas”),
236
Enel Américas Annual Report 2016
rights of Chilectra Américas didn’t exceed 0.91% of
merger of Enersis Américas with the aforementioned
the outstanding voting shares of the company, thus
companies (the “Merger”) was subject.
complying with the condition regarding the maximum
limit of the percentage of withdrawal rights in Chilectra
In accordance with the resolutions of the Extraordinary
Américas.
Shareholders’ Meetings of Enersis Américas, Endesa
Américas and Chilectra Américas on September 28,
> On November 3, 2016, Pursuant to the provisions of
2016, the Merger will be effective as of the first calendar
articles 9 and 10, paragraph two, of Securities Market
day of the month following the month in which the Deed
Law No. 18,045, and to the provisions of General
of Compliance with Merger Conditions referred to in this
Norm No. 30 and Circular No. 660 of 1986, of the
Significant Event is granted and, therefore, the Merger
Superintendence, Chilectra Américas S.A. (“Chilectra
will be effective on December 1, 2016.
Américas”) informed by Significant Event, given that
the merger by absorption of Chilectra Américas S.A. and
Additionally, it is reported that, as of December 1, 2016,
Endesa Américas S.A. into Enersis Américas, approved
the absorbing company will change its current corporate
a modification to its Dividend Policy approved in the
name, Enersis Américas S.A., to Enel Américas S.A.
Board of Directors’ Ordinary Session N° 2/2016 held on
February 29, 2016, that approved the distribution of a
Ø On November 28, 2016, Pursuant
to
the
dividend equivalent to 100% of the net income of the
provisions of Circular No. 660 of 1986, of the
period, and a interim dividend to be paid in January 2017.
Superintendence, Chilectra Américas informed the
In this respect, the dividend policy has to be modified,
register of Form N°1 with the information related to
while it didn’t consider any interim dividend payment.
the Eventual Dividend N° 1, whose distribution and
> On November 3, 2016, pursuant to the provisions of
Shareholders’ Meeting held on September 28,
General Norm No. 30 and Circular No. 660, Chilectra
2016. This information complments the letters
Américas sent two copies of Form N°1 with the
General Manager N° 37/2016 and N° 44/2016 sent
information related to the Eventual Dividend N° 1,
to the SVS dated September 28 and November 4,
payments has been agreed by the Extraordinary
whose distribution and payment has been approved
2016, respectively.
by the Extraordinary Shareholders’ Meeting held on
September 28, 2016. This information complements the
As such, as consequence of the withdrawal right
letter to the General Manager N° 37/2016 sent to the
exercise of 65,035 shares of Chilectra Américas, we
SVS on September 28, 2016. Worth is to mention that
hereby update the information related to the number
the dividend payment date was agreed at the Board of
of shares with dividend rights – item 3.01 of the
Director’s Meeting of Chilectra Américas held today.
Annex. Also, we update the dividend per share, from
$104.28053 to $104.28642 – item 5.01 of the Annex-.
> On November 15, 2016, Pursuant to the provisions of
Finally, the individualization of movement 1 to 2 – item
articles 9 and 10, paragraph two, of Securities Market
1.07 of the Annex is also modified.
Law No. 18,045, and to the provisions of General
Norm No. 30 and Circular No. 660 of 1986, of the
Superintendence, Chilectra Américas S..A (“Chilectra
Américas”) informed by Significant Event,
t h e
following Significant Event was informed, held today and
as resolved at the Extraordinary Shareholders’ Meeting of
Enersis Américas on September 28, 2016, the Company
has signed in conjunction with its subsidiaries Endesa
Américas S.A. (“Endesa Américas”) and Chilectra
Américas S.A. (“Chilectra Américas”), the Deed of
Compliance with Merger Conditions, which affirms the
verification of the conditions precedent to which the
237
Identification
of Subsidiaries
and Associates Companies
239
240
Enel Américas Annual Report 2016
AMPLA ENERGÍA
(Ampla Energía E Serviços
S.A.)
Company Name
Ampla Energia e Serviços S.A.
Type of Company
Publicly Traded Company
Address
Praça Leoni Ramos, N° 01, São Domingos, Niteroi
Río de Janeiro, Brazil
Phone
(55 21) 2613 7000
Subscribed and paid-in capital (Th$)
266,777,806
Corporate purpose
Study, plan, project, build and explore electricity
production, transmission, transformation,
distribution and sale systems, and provide related
services that have been or may be conceded;
carry out research in the energy sector, participate
in regional, national or international organizations
dedicated to the planning, operation, technical
Exchange and business development related
to the electricity industry and participate as a
shareholder in other companies in the energy
sector, even within the framework of Brazil´s
privatization program.
Core business
Electricity distribution.
Board of Directors
Mario Fernando de Melo Santos (Chairman)
Monica Hodor (Vice Chairman)
Carlo Federico Vladimir Il’ic Zorzoli
José Távora Batista
José Alves de Mello Franco
Aurélio Ricardo Bustilho de Oliveira
Luiz Carlos Franco Campos
Senior Management
Abel Alves Rochinha (General Manager)
Aurelio Ricardo Bustilho de Oliveira
Carlos Ewandro Naegele Moreira
José Nunes de Almeida Neto
Janaina Savino Vilella Carro
José Alves Mello Franco
Déborah Meirelles Rosa Brasil
Margot Frota Cohn Pires
Ramón Francisco Castañeda Ponce
Márcia Sandra Roque Vieira Silva
Business Relations
The company has no commercial relations with
Enel Américas S.A.
Enel Américas S.A. Shareholding
(Direct and indirect)
99.33%
Proportion on Enel Américas S.A. Assets
3.77%
ENEL GREEN POWER
CACHOEIRA DOURADA
S.A.
Company Name
ENEL GREEN POWER CACHOEIRA DOURADA
S.A.
Type of Company
Limited Liability Company
Address
Rodovia GO 206, Km 0, Cachoeira Dourada
Goiania
Goiás, Brazil
Phone
(55 62) 3434 9000
Subscribed and paid-in capital (Th$)
13,221,417
Corporate purpose
The corporate purpose of the Company is the
carrying out of studies, planning, construction,
installation, operation and exploitation
of electricity generation plants, and the
trade related to these activities. Likewise,
the company may foster or participate in
other societies formed for the production of
electricity, in or out of the Sate of Goiás.
Core business
Electricity Generation
Board of Directors
Carlo Federico Vladimir Il‘ic Zorzoli (Chairman)
Julia Freitas de Alcantara Nunes
Claudia Maria Suanno
Senior Management
Newton Souza de Moraes Oliveira (Interim
General Manager)
Aurelio Ricardo Bustilho de Oliveira
Paulo Valle Fróes da Cruz Junior
Matteo de Zan
Nelson Ribas Visconti
Janaina Savino Vilella Carro
Carlos Ewandro Naegele Moreira
Sérgio Ibrain Figueira Salluh
José Nunes de Almeida Neto
Anna Paula Hiotte Pacheco
Margot Frota Cohn Pires
Business relations
The company has no commercial relations with
Enel Américas S.A.
Enel Américas S.A. Shareholding
(Direct and indirect)
99.10%
CENTRAL DOCK SUD S.A.
Company name
Central Dock Sud S.A.
Type of Company
Limited Liability Company
Address
Avenida Debenedetti 1636
Dock Sud Avellaneda
Phone
4229-1000
Subscribed and paid-in capital (Th$)
46,326,930
Company purpose
and subsidiary activities linked to its
corporate purpose, having to that effect full
legal capacity to acquire rights and commit
obligations and execute all acts not forbidden
by law, by these By-laws, the Document of
the International Public Tender for the Sale
of Central Dock Sud S.A’s Shares, or by any
applicable regulation.
Core business
Electricity generation
Regular Directors
Hector Martin Mandarano (Chairman)
Vice Chairman position is vacant.
Gaetano Salierno
Antonio Ascione
Mauricio Bezzeccheri
Mónica Analía Ciacciarelli
Santiago Sajaroff
Rodolfo Eduardo Berisso
Paula Maria Garcia Kedinger
Alternate Directors
Fernando Claudio Antognazza
Maria Ines Justo Borga
Daniel Martini
Javier Pastor Vivas
Patricio Da Re
Carlos Alberto Weis
Raul Angel Rodriguez
Julian Matias Ferreiro
Daniel Gustavo Ciaffone
Senior Manangement
Gustavo Diego Manifesto
General Manager
Alejandro Serantes
Finance Manager
Patricio Cipollone
Commercial Manager
David Garcia Albalá
Operations Manager
Graciela Babini
Planning and Control Manager
Business relations
The company has no commercial relations with
Enel Américas S.A.
Enel Américas S.A. Shareholdings
(Direct and indirect)
40.25%
CENTRAL GERADORA
TERMELÉCTRICA
FORTALEZA S.A.
Company name
Central Geradora Termeléctrica Fortaleza S.A.
Type of Company
Limited Liability Company
Address
Rodovia 422, Km 1 s/n,
Complexo Industrial e
Portuário de Pecém Caucaia
Ceará, Brazil
Phone
(55 85) 3464-4100
The corporate purpose of the company is the
generation of electricity and its block sale. The
company may carry out any supplementary
Subscribed and paid-in capital (Th$)
31,221,803
241
Corporate purpose
To study, project, construct and explore
electricity production, transmission,
distribution and trading systems, awarded,
permitted or authorised by any rights title,
as well as any other activity related to the
aforementioned activities; acquisition,
obtaining and exploration of any right,
concession or privilege related to the
aforementioned activities, as well as the
practice of all other acts and businesses
necessary to reach its purpose; and
participation in other companies or societies
corporate capital, as shareholder, partner or
on account of participation, whichever its
purposes are.
Core business
Electricity generation.
Board of Directors
Carlo Federico Vladimir Il‘ic Zorzoli (Chairman)
Matteo de Zan (Vice Chairman)
Julia Freitas de Alcantara Nunes
Senior Management
Aurelio Ricardo Bustilho de Oliveira (Interim
General Manager)
Marcelo Falcucci
Claudia Maria Suanno
Janaina Savino Vilella Carro
Raimundo Câmara Filho
Ana Claudia Gonçalves Rebello
José Nunes de Almeida Neto
José Alves de Mello Franco
Margot Frota Cohn Pires
upon November 25, 2010 by the National State
and the signing Generation companies.
Core business
Construction of a thermal power plant called
Central Vuelta de Obligado.
Regular Directors
José María Vázquez (Chairman)
Claudio Majul (Vice Chairman)
Roberto José Fagan
Fernando Claudio Antognazza
Deputy Directors
Leonardo Marinaro
Juan Carlos Blanco
Daniel Garrido
Adrian Salvatore
Senior Management
Leonardo Katz
General Manager
Business relations
The company has no commercial relations with
Enel Américas S.A
Enel Américas S.A. Shareholding
(Direct and indirect)
25.25%
ENEL CIEN S.A.
Company name
ENEL CIEN S.A.
Type of Company
Limited Liabilty Company
Commercial relations
The company has no commercial relations
with Enel Américas S.A.
Address
Praça Leoni Ramos, N° 1, piso 6, Bloco 2, São
Domingos, Niterói
Río de Janeiro, Brazil
Enel Américas S.A. Shareholding
(Direct and indirect)
99.34%
CENTRAL VUELTA
OBLIGADO S.A.
Company name
Central Vuelta Obligado S.A.
Type of society
Limited Liability Company
Address
Av. Thomas Edison 2701
Ciudad Autónoma de Buenos Aires, Argentina
Phone
(5411) 5533 0200
Subscribed and paid-in capital (Th$)
21,045
of
and
electricity
purchasing
Corporate purpose
its
Generation
commercialization by blocks and particularly,
equipment
management,
construction, operation and maintenance of a
thermal power plant named Vuelta Obligado
complying with “ Management and Operation
of Projects, Increase of Thermal Generation
Availability and Generation Compensation
Adaptation 2008-2011 Agreement” agreed
Phone
(55 21) 3607 9500
Subscribed and paid-in capital (Th$)
58,574,807
Corporate purpose
The purpose of the company is the
production, industrialization, distribution and
commercialization of electricity, including
the import and export activities. In view of
achieving the purposes mentioned above, the
company will promote the study, planning
and construction of facilities for production
systems, transmission, conversion and
distribution of electricity by capturing
the necessary investment to develop the
activities and by providing services. Beyond
the purposes referred to, the company may
promote the implementation of associated
products, as well as inherent, ancillary or
complementary activities to services and
jobs that cometh to provide. To carry out the
activities necessary to achieve its goals, the
company may participate in other societies.
Core business
Electricity transmission.
Board of Directors
Carlo Federico Vladimir Il‘ic Zorzoli (Chairman)
Cristine de Magalhães Marcondes (Vice
Chairman)
Orestes Lizardo Castañeda Pacheco
Senior Managemenr
Abel Alves Rochinha (General Manager)
Aurelio Ricardo Bustilho de Oliveira
Orestes Lizardo Castañeda Pacheco
José Alves Mello Franco
Déborah Meirelles Rosa Brasil
Carlos Ewandro Naegele Moreira
José Nunes de Almeida Neto
Janaina Savino Vilella Carro
Margot Frota Cohn Pires
Business relations
The company has no commercial relations with
Enel Américas S.A.
Enel Américas S.A. Shareholding
(Direct and indirect)
99.34%
CHILECTRA INVERSUD
S.A.
(Merged in Enel Américas S.A. since January 1st,
2017)
Company name
Chilectra Inversud S.A.
TAX ID
99,573,910-0
Type of Company
Limited Liability Company
Address
Santa Rosa 76, 8th Floor
Santiago, Chile
Phone
(56 2) 2675 2000
Subscribed and paid-in capital (Th$)
265,306,227
Corporate purpose
Operate abroad, for its own or through third
parties, the distribution and sale of electricity.
It may make investments in foreign companies
and make all kind of investments in every
kind of financial instruments, such as; bonds,
debentures, debt titles, credits, negotiable
securities or other financial or commercial
documents, all with to the objective of
obtaining their natural and civil returns. In
order to do so, it may constitute, amend,
dissolve and liquidate companies in foreign
countries and develop all other activities
that are complementary and/or related to the
aforementioned businesses.
Core business
Investment Company.
Board of Directors
Ramón Castañeda Ponce
Francisco Miqueles Ruz
Gonzalo Vial Vial
Senior Management
Francisco Miqueles Ruz
General Manager
Business relations
Contract for services provision by Enel
Américas: Provision of internal audit and
242
Enel Américas Annual Report 2016
compliance control services. Price: UF amount
per worked hour that Enersis’ staff dedicates
to the services contracted.
Enel Américas S.A. Shareholding
(Direct and indirect)
100%
Proportion on Enel Américas S.A. Investments
Assets
3.83%
CHINANGO S.A.C.
Company name
Chinango S.A.C.
Type of Company
Publicly Traded Company
Address
Calle César López Rojas N° 201, Urb. Maranga,
San Miguel
Lima, Peru
Subscribed and paid-in capital (Th$)
53,052,121
Corporate purpose
Electricity generation, trading and
transmission, being able to perform all acts
and to engage all contracts that the Peruvian
law allows for such purposes.
Core business
Electricity generation.
General Manager
Enel Generación Perú S.A.A., represented by
Francisco Pérez Thoden Van Velzen
Business relations
The company has no commercial relation with
Enel Américas S.A.
Enel Américas S.A. Shareholding
(Direct and indirect)
66.88%
CHOCÓN
Enel Generación
El Chocón S.A
Company name
Enel Generación El Chocón S.A.
Type of Company
Publicly Traded Company
Address
Avda, España 3301
Buenos Aires, Argentina
Subscribed and paid-in capital (Th$)
12,567,188
Corporate purpose
Electricity Generation and its block
comercialization
Core business
Electricity generation.
Regular Directors
Mauricio Bezzeccheri (Chairman)
Gaetano Salierno (Vice Chairman)
Daniel Martini
Fernando Antognazza
Ramiro Alfonsín Balza
Alex Daniel Horacio Valdez
Juan Carlos Nayar
Alberto Eduardo Mousist
Alternate Directors
María Inés Justo
Rodolfo Bettinsoli
María Victoria Ramírez
Sebastian Eduardo Guasco
Fernando Carlos Luis Boggini
Gustavo Alejandro Nagel
Sergio Maschio
Senior Management
Néstor Srebernic
General Manager
Business Relations
The company has no commercial relations with
Enel Américas S.A.
Enel Américas S.A. Shareholding
(Direct and indirect)
65.32%
CODENSA Compañía
Distribuidora y
Comercializadora de
Energía S.A.
Company name
CODENSA S.A. E.S.P.
NIT: 830.037.248-0
Type of Company
Limited Liability Company– Public residential
utility company.
Address
Carrera 13 A No. 93-66
Bogotá D.C, Colombia
Phone
(57 1) 601 6060
Subscribed and paid-in capital (Th$)
2,999,843
Corporate purpose
The company’s main purpose is the
distribution and sale of electricity, as well as all
similar, connected, complementary and related
activities with respect to electricity distribution
and sale; the execution of electrical
engineering works, design and consultancy,
and sale of products for the benefit of its
customers. The society may also perform
other activities related to the provision of
public services in general, manage and
operate other utility companies, sign and
execute special management agreements
with other utility companies and sell or loan
goods or services to other economic agents
related with utilities, in or out of the country.
The society may also participate as partner
or shareholder in other utility companies,
directly, or joining into partnerships with other
persons, or in joint venture with them.
Regular Directors
David Felipe Acosta Correa
Jose Antonio Vargas Lleras
Lucio Rubio Diaz
Gloria Astrid Álvarez Hernandez
Maria Carolina Castillo Aguilar
Maria Victoria Angulo Gonzalez
Orlando Jose Cabrales Martinez
Alternate Directors
Carlos Mario Restrepo
Leonardo Lopez Vergara
Juan Manuel Pardo Gomez
Ernesto Moreno Restrepo
Eduardo Jose Bernardo Aguirre Monroy
Ivan Darío Gomez Castaño
Vicente Enrique Noero Arango
Senior Management
David Felipe Acosta Correa
General Manager
David Felipe Acosta
Infrastructure & Networks Manager
Andres Caldas Rico
Legal and Corporte Affairs Manager
Carlos Mario Restrepo
Market Manager
Daniele Caprini
Administration, Finance and Control Manager
Maria Celina Restrepo Santamaría
Communications Manager
Rafael Carbonell Blanco
Human Resources and Organization Manager
Diana Marcela Jimenez
Regulation and Institutional Relations Manager
Eugenio Belinchon
Audit Manager
Giorgio De Champdore
Procurement Manager
Ana Patricia Delgado Meza
Systems and Telecommunications ICT Manager
Ana Lucia Moreno Moreno
General Services and Safety Manager
Carlo Ferrara
Sustainability Manager
Business relations
The company has no commercial relations with
Enel Américas S.A.
Enel Américas S.A. Shareholding
(Direct and e indirect)
48.41%
Proportion on Enel Américas S.A. Investment
Assets
12.78%
COELCE Compañía
Energética Do Ceará S.A.
Company name
Companhia Energética do Ceará
Type of Company
Publicly Traded Company
Address
Rua Padre Valdevino, 150 - Centro
Fortaleza, Ceará, Brazil
Phone
(55 85) 3453-4082
Core business
Electricity distribution.
Subscribed and paid-in capital (Th$)
114,037,935
243
Corporate purpose
Generation, transmission, distribution and
sale of electricity, performing awarded or
authorised correlated services, and the
development of activities associated with
the services, as well as celebrating trading
acts related to those activities. Likewise, the
company may carry out studies, planning,
projects, construction and operation of
production, transformation, transportation
and storage, distribution and sale of energy
systems, of any origin, in the form of
concessions, authorisations or permits it may
be awarded, with jurisdiction in the territory
of the State of Ceará, and others defined in
the Grantor. The Society may also carry out
studies, projects and planning and research
and development programmes of new energy
sources, especially renewable, and the study,
making and execution, in the energy sector,
of plans and programmes for economic and
social development, in places of interest for
the community and for the company.
Core business
Distribution and sale of electricity and related
services in the State of Ceará, Brazil
Regular Directors
Mário Fernando de Melo Santos (Chairman)
Carlo Federico Vladimir Il‘ic Zorzoli (Vice
Chairman)
Monica Hodor
Ramón Francisco Castañeda Ponce
Gianluca Caccialupi
Cristine de Magalhães Marcondes
Francisco Honório Pinheiro Alves
Fernando Antonio de Moura Avelino
Fernando Augusto Macedo de Melo
Aurelio Ricardo Bustilho de Oliveira
Alternate Directors
José Nunes de Almeida Neto
Maria Eduarda Fischer Alcure
Deborah Meirelles Rosa Brasil
Teobaldo José Cavalcante Leal
José Tavora Batista
Carlos Ewandro Naegle Moreira
Marcia Massotti de Carvalho
Cesario Macedo de Melo Neto
Nelson Ribas Visconti
Dilma Maria Toledo
Senior Management
Abel Alves Rochinha (General Manager)
José Távora Batista
Aurelio Ricardo Bustilho de Oliveira
Carlos Ewandro Naegele Moreira
José Nunes de Almeida Neto
Janaina Savino Vilella Carro
José Alves Mello Franco
Margot Frota Cohn Pires
Déborah Meirelles Rosa Brasil
Márcia Sandra Roque Vieira Silva
Business Relations
The company has no commercial relations with
Enel Américas S.A.
Enel Américas S.A. Shareholding
(Direct and indirect)
73.67%
Proportion on Enel Américas S.A. Investment
Assets
2.66%
COMPAÑÍA ENERGÉTICA
VERACRUZ S.A.C.
Fernando Antognazza
Maria Inés Justo
Maria Victoria Ramírez
Company name
Compañía Energética Veracruz S.A.C.
Type of Company
Limited Liability Company
Address
Calle César López Rojas N° 201, Urb. Maranga,
San Miguel
Lima, Peru
Subscribed and paid-in capital (Th$)
574,678
Croporate purpose
Develop and operate hydroelectric projects
located in any river basin in Peru.
Activities that the company undertakes
Owner of Veracruz hydroelectric project.
General Manager
Úrsula De La Mata Torres
Business relations
The company has no commercial relations with
Enel Américas S.A.
Enel Américas S.A. Shareholding
(Direct and indirect)
100%
CTM Compañía de
Transmisión del Mercosur
S.A.
Company name
Compañía de Transmisión del Mercosur S.A.
Type of Company
Publicly traded company constituted in Buenos
Aires, Argentina
Address
Bartolomé Mitre 797, 11th Floor, Buenos Aires,
Argentina
Subscribed and paid-in capital (Th$)
4,209
Corporate purpose
The provision of high tension electricity
transmission services, in the case of linking
both national and international electrical
systems, according to current laws, to
the purpose of which it may participate in
national or international tenders, become
a high tension electricity transmission
concessionaire, locally or abroad, and perform
those activities deemed necessary to carry out
its purposes.
Core business
International interconnected electricity
transmission.
Regular Directors
Juan Carlos Blanco
Fernando Boggini
Maurizio Bezzeccheri
Alternate Directors
Senior Management
Sandro Ariel Rollan
General Manager
Business relations
The company has no commercial relations with
Enel Américas S.A.
Enel Américas S.A. Shareholding
(Direct and indirect)
99.34%
DISTRILEC INVERSORA
S.A.
Company name
Distrilec Inversora S.A.
Type of Company
Limited Liability Company
Address
San José 140
Buenos Aires, Argentina
Phone
(54 11) 4370 3700
Subscribed and paid-in-capital (Th$)
21,276,095
Corporate purpose
Exclusively to invest in companies constituted
or to be constituted whose main activity is
the distribution of electricity or that directly or
indirectly participate in companies with that
principal business through all kind of financial
and investment activities, except those in
the laws of financial entities, the purchase
and sale of public and private debt paper,
bonds, shares, negotiable instruments and
the granting of loans, and the placement of its
funds in bank deposits of any kind.
Core business
Investment Company.
Regular Directors
Maurizio Bezzecheri
Gaetano Salierno (Vice Chairman)
María Inés Justo Borga
Daniel Horacio Martini
Fernando Claudio Antognazza
Gonzalo Peres Moore
Mariano Luis Luchetti
Guillermo Pablo Reca
Jorge Carlos Bledel
Juan Carlos Casas
Alternate Directors
Mónica Diskin
Paula Bossignon
Rodrigo Quesada
Vanesa Carrafiello
Mariana Marine
Andrés Leonardo Vittone
Edgardo Licen
Elena Sozzani
Máximo Reca
Tomás Peres
Business Relations
The company has no commercial relations with
Enel Américas S.A.
244
Enel Américas Annual Report 2016
Enel Distribución Perú S.A.A.
Type of Company
Publicly Traded Company
Address
Calle César López Rojas 201 Urb, Maranga,
San Miguel
Lima, Peru
Phone
(51 1) 561 2001
Subscribed and paid-in capital (Th$)
105,913,378
Address
San José 140 (1076)
Capital Federal, Argentina
Phone
(54 11) 4370 3700
Subscribed and paid-in capital (Th$)
36,136,963
Corporate purpose
Distribution and commercialization of
electricity and related activities.
Core business
Corporate purpose
Electricity distribution.
Enel Américas S.A. Shareholding
(Direct and indirect)
51.50%
Proportion on Enel Américas S.A. Investment
Assets
0.13%
ENEL GENERACIÓN PERÚ
S.A.A.
Company name
Enel Generación Perú S.A.A.
Type of Company
Publicly Traded Company
Address
Calle César Lopez Rojas N° 201, Urb. Maranga,
San Miguel
Lima, Peru (address change according to memo
2015)
Subscribed and paid-in capital (Th$)
554,281,444
Corporate purpose
In general, electricity generation activities, also
the civil, industrial, commercial and any other
act or operation related or leading to its Main
Corporate Purpose.
Core business
Electricity generation.
Regular Directors
Carlos Temboury Molina (Chairman)
Francisco José Pérez Thoden Van Velzen
Rigoberto Novoa Velásquez
Paolo Giovanni Pescarmona
Rocío Pachas Soto
Francisco García Calderón Portugal
Claudio Herzka Buchdahl
Alternate Directors
Guillermo Lozada Pozo
Carlos Rosas Cedillo
Daniel Abramovich Ackerman
Carlos Sedano Tarancón
Úrsula De La Mata Torres
Milagritos Tatiana Lozada Gobea
Ernesto Villanueva Roca
Senior Management
Francisco Pérez Thoden Van Velzen
General Manager
Carlos Rosas Cedillo
Energy Management and Trading Manager
Daniel Abramovich Ackerman
Legal Councel
Engage the activities of distribution,
transmission and generation of electricity
in accordance with the provisions of current
legislation. Additionally, the company may
engage in the sale of goods in any form, as
well as providing consulting and financial
services, among others, except those services,
which require specific authorization in
accordance with current law.
Core business
Distribution of electricity
Board of Directors
Carlos Temboury Molina (Chairman)
Fernando Fort Marie (Vice Chairman)
Mario Ferrai Quiñe
Walter Néstor Sciutto
Paolo Giovanni Pescarmona
Gianluca Caccialupi
Carlos Alberto Solis Pino
José de Bernardis Guglievan
Senior Management
General Management
Walter Néstor Sciutto
Paolo Giovanni Pescarmona
Administration, Finance & Control Manager
Carlos Alberto Solis Pino
Commercial Manager
Luis Salem Hone
Legal Councel
Milagritos Tatiana Lozada Gobea
Regulation Manager
Rocío Pachas Soto
Organization and Human Resources Manager
María Alicia Martínez Venero
Communications Manager
Business relations
The company has no commercial relations with
Enel Américas S.A.
Business relations
The company has no commercial relations with
Enel Américas S.A.
Enel Américas S.A. Shareholding
(Direct and indirect)
75.68%
Enel Américas S.A. Shareholding
(Direct and indirect)
83.60%
Proportion on Enel Américas S.A. Investment
Assets
1.61%
Proportion on Enel Américas S.A. Investment
Assets
4.14%
EDESUR Empresa
Distribuidora Sur S.A.
ENEL DISTRIBUCIÓN PERÚ
S.A.A.
Company name
Company name
Empresa Distribuidora Sur S.A.
Type of Company
Publicly Traded Company
Regular Directors
Maurizio BezzeccherI (Chairman)
Mónica Hodor
Gaetano Salierno (Vice Chairman)
Gonzalo Peres Moore
Guillermo P. Reca
Alternate Directors
Gonzalo Manuel Vial Vial (Legal Councel of Enel
Distribución Chile until December 1st, 2016)
María Victoria Ramirez
Marcello Coffaro
Rubén Vazquez
Rubén Omar Lopez
Class B
Regular Directors
Paula Aguiar
Ernesto Pablo Badaraco
Gerardo Marcelo Rogelio Silva Iribarne
María Inés Justo Borga
Alternate Directors
Rodrigo Quesada
Daniel Garrido
Mariana Marine
Mónica Diskin
Senior Management
Juan Carlos Blanco
General Manager
Business relations
The company has no commercial relations with
Enel Américas S.A.
Enel Américas S.A. Shareholding
(Direct and indirect)
72.07%
ELÉCTRICA CABO BLANCO
S.A.C.
Company name
Eléctrica Cabo Blanco S.A.C.
Type of Company
Publicly Traded Company
Address
Calle César López Rojas 201, Urb. Maranga, San
Miguel
Lima, Peru
Subscribed and paid-in capital (Th$)
9,248,012
Corporate purpose
In general, to invest in other companies,
245
preferably in those oriented to exploiting
natural resources, and very specially, in
those linked to distribution, transmission
and generation of electricity. Likewise, it
may make capital investments in any kind of
movable property, including shares, bonds
and any other kind of securities, as well as
administration of said investments within
limits fixed by the Board and the General
Shareholders’ Meeting. The activities that
make up the corporate purpose may be
developed in Peru and abroad.
Core business
Investment Company.
Senior Management
Manuel Cieza Paredes
General Manager
Business relations
The company has no commercial relations with
Enel Américas.
Enel Américas S.A. Shareholding
(Direct and indirect)
100%
Proportion on Enel Américas S.A. Investment
Assets
0.43%
EMGESA Emgesa S.A.
E.S.P.
Company name
Emgesa S.A. E.S.P.
TAX ID
860.063.875-8
Type of Company
Private Commercial Corporation. Public Utility
Company
Address
Carrera 11 N°82-76, piso 4
Bogotá, D.C. Colombia
Subscribed and paid-in capital (Th$)
145,731,804
Corporate purpose
is
The corporate purpose of the company
generation and sale of electricity and sale of fuel
gas, as well as all activities similar, connected,
supplementary and related to its main purpose.
Core business
Electricity and fuel gas generation and
commercialization.
Regular Directors
Bruno Riga
Lucio Rubio Diaz
Jose Antonio Vargas Lleras
Gloria Astrid Álvarez Hernandez
Jose Alejandro Herrera Lozano
María Consuelo Araujo Castro
Luisa Fernanda Lafaurie Rivera
Alternate Directors
Diana Marcela Jimenez Rodriguez
Fernando Javier Gutierrez Medina
Daniele Caprini
Diana Margarita Vivas Munar
Sergio Andrés Gomez Navarro
Richard Ernesto Romero Raad
Andrés Lopez Valderrama
246
Senior Management
Bruno Riga General Manager
Bruno Riga
Renewables Energies Manager
Marcelo Falcuchi
Thermal Generation Manager
Andres Caldas Rico
Energy Management and Trading Manager
Fernando Javier Gutierrez Medina
Energy Trading Manager
Daniele Caprini
Administration, Finance and Control Manager
Maria Celina Restrepo Santamaría
Communications Manager
Rafael Carbonell Blanco
Human Resources and Organization Manager
Diana Marcela Jimenez Rodriguez
Regulation and Institutional Relations Manager
Eugenio Belinchon
Audit Manager
Giorgio De Champdore
Procurement Manager
Ana Patricia Delgado Meza
Systems and Telecommunications ICT Manager
Ana Lucia Moreno Moreno
General Services and Safety Manager
Carlo Ferrara
Sustaunability Manager
Commercial Relations
The company has no commercial relations with
Enel Américas S.A.
Enel Américas S.A. Shareholding
(Direct and indirect)
48.48%
Proportion on Enel Américas S.A. Investment
Assets
5.92%
EMGESA PANAMÁ, S.A.
Company name
Emgesa Panamá, S.A.
Type of Company
Limited Liability Company, not listed and it’s not a
securities issuer.
Address
Ciudad de Panamá, Panamá
Corporate purpose
Purchase, sale, import and export of electricity.
Additionally, the company may perform other
industrial and commercial activities in general; it
is able to celebrate all transactions, operations,
business, events and activities that are permitted
by the Panamanian law to corporations even if
they are not expressly mentioned in this corporate
purpose.
Core business
Purchase, sale, import and export of electricity.
Subscribed and paid-in capital (Th$)
37,558
Directors
Fernando Gutierrez Medina
Leonardo Lopez Vergara
Juan Manuel Pardo
Andres Caldas Rico
Senior Management
Fernando Gutierrez Medina
Chairman and Legal Representative
Juan Manuel Pardo Gomez
Vice Chairman (First)
Leonardo Lopez Vergara (Second)
Vice Chairman
Business Relations
The company has no commercial relations with
Enel Américas S.A.
Enel Américas S.A. Shareholding
(Direct and indirect)
48.48%
ENEL GENERACION PIURA
S.A.
Company name
Enel Generación Piura S.A.
Type of Company
Publicly traded company
Address
Calle César López Rojas 201, Urb. Maranga, San
Miguel
Lima, Peru
Subscribed and paid-in capital (Th$)
16,239,426
Corporate purpose
The main purpose of the company is
the generation, sale and transmission of
electricity, performing all acts and signing all
agreements allowed by Peruvian Legislation to
that effect.
Core business
Electricity generation and sale of natural gas.
Directors
Francisco Pérez Thoden van Velzen
(Chairman)
Carlos Temboury (Vice Chairman)
Paolo Giovanni Pescarmona
Senior Management
Francisco Pérez (representing Enel Generación
Perú S.A.A.)
General Manager
Business relations
The company has no commercial relations with
Enel Américas S.A.
Enel Américas S.A. Shareholding
(Direct and indirect)
96.50%
ENEL ARGENTINA S.A.
Company name
Enel Argentina S.A.
Type of society
Publicly Traded Company
Address
Av. España 3301
Buenos Aires, Argentina
Phone
(5411) 4307 3040
Subscribed and paid-in capital (Th$)
66,504,682
Corporate purpose
Perform investments in companies dedicated to
Enel Américas Annual Report 2016
the production, transmission and distribution
of electricity and its commercialization, as well
as financial activities except those limited by
the law to banks.
Company name
Enel Brasil S.A.
Type of Company
Limited Liability Company
Core business
Investment Company.
Regular Directors
Mauricio Bezzeccheri (Chairman)
Gaetano Salierno (Vice Chairman)
Maria Inés Justo Borga
Alternate Directors
Rodrigo Quesada
Mariana Cecilia Mariné
María Victoria Ramírez
Business relations
The company has no commercial relations with
Enel Américas S.A.
Enel Américas S.A. Shareholding
(Direct and indirect)
99.88%
Proportion on Enel Américas S.A. Investment
Assets
2.79%
ENEL SOLUÇÕES S.A.
Company name
ENEL SOLUÇÕES S.A.
Type of society
Limited Liability Company constituded pursuant
to the Brazilian law.
Address
Praça Leoni Ramos nº 01
Parte, São Domingos, Niterói, Rio de Janeiro,
Brazil.
Phone
(55 21) 2613 7000
Subscribed and paid-in capital (Th$)
2,163,355
Corporate purpose
The company’ objective is to participate in the
capital of other companies in Brazil or abroad,
trade in general, even imports and exports,
through retail or wholesale transactions of
various products, and to provide general
services for the energy electricity sector and
others.
Core business
Provision of services in general to the
electricity industry and others.
The company doesn’t have any administration
council (Board of Directors)
Senior Executives
Marcus Oliver Rissel
Claudio Manuel Rivera Moya
Business relations
The company has no commercial relations with
Enel Américas S.A.
Enel Américas S.A. Shareholding
(direct and indirect)
99.34%
ENEL BRASIL S.A.
Address
Praça Leoni Ramos, N°1, 7° andar, bloco 2
Parte, Niterói, Río de Janeiro, Brazil
Phone
(5521) 3607 9500
Subscribed and paid-in capital (Th$)
287,284,756
Company purpose
Participate in the capital of other companies in
any segment of the electricity sector, including
companies that provide services to companies
in that sector, in Brazil or abroad; transmission,
distribution, generation or commercialization
related activities and
of electricity and
participation,
joint
ventures, consortia or other similar forms
of association,
tenders, projects and
enterprises for the supply of services and
activities previously mentioned.
individually or through
in
Core business
Investment Company.
Board of Directors
Mario Fernando de Melo Santos (Chairman)
Luca D’Agnese (Vice Chairman) (General Manager
of Enel Américas S.A.)
Antonio Basilio Pires de Carvalho e Albuquerque
Aurelio Ricardo Bustilho de Oliveira
Anna Brogi
Senior Management
Carlo Federico Vladimir Il‘ic Zorzoli (General
Manager)
Aurelio Ricardo Bustilho de Oliveira
Antonio Basilio Pires de Carvalho E Albuquerque
Carlos Ewandro Naegele Moreira
José Alves de Mello Franco
José Nunes de Almeida Neto
Janaina Savino Vilella Carro
Flávia da Silva Baraúna
Margot Frota Cohn Pires
Márcia Massotti de Carvalho
Gabriel Maluly Neto
Manuel Ricardo Soto Retamal
Guilherme Gomes Lencastre
Matteo de Zan
Cristine de Magalhães Marcondes
André Osvaldo dos Santos
Business relations
The company has no commercial relations with
Enel Américas S.A.
Enel Américas S.A. Shareholding
(Direct and indirect)
99.34%
Proportion on Enel Américas S.A. Investment
Assets
27.72%
ENEL TRADING
ARGENTINA S.R.L.
Company name
Enel Trading Argentina S.R.L.
Type of Company
Limited Liability Company
Address
San José 140, piso 6, CABA
Buenos Aires, Argentina
Phone
(5411) 4124-1600
Subscribed and paid-in capital (Th$)
589,755
Corporate purpose
The purpose of the company is the wholesale
purchase and sale of electricity capacity and
energy produced and/or consumed by third
parties, including the import and export of
electricity power and energy and the marketing
of royalties, and the supply and/or performing
of services related to the above activity, both
in the country as well as abroad of information
technology services and/or of control of the
telecommunications.
operation and/or of
Likewise, the Company shall be entitled to
execute buy/sell operations or to purchase
and sell natural gas, and/or its transportation,
including the importation and/or exportation
of natural gas and/or the marketing of regalia/
privileges, as well as to provide and/or execute
services
the abovementioned
activity. Also, the Company shall be entitled to
execute buy/sell operations or to purchase and
sell crude petroleum, and/or lubricants and/
or to transport such elements, including the
importation and/or exportation of liquid fuels
and the marketing of regalia/privileges, as well
as to provide and/or execute services related to
the aforementioned activity.
related
to
Core business
Trading of electricity, gas and derivatives.
IT services and/or operation control and/or
telecommunications.
Regular Managers
Maurizio Bezzeccheri
Gaetano Salierno
Alternate Managers
María Inés Justo Borga
Fernando Carlos Luis Boggini
Senior Management
Fernando C, Antognazza
General Manager
Business relations
The company has no commercial relations with
Enel Américas S.A.
Enel Américas S.A. Shareholding
(Direct indirect)
99.95%
Proportion on Enel Américas S.A. Investment
Assets
0.05%
ENEL GENERACIÓN
COSTANERA S.A.
Company name
Enel Generación Costanera S.A..
Type of Company
Publicly Traded Company
Address
Avda, España 3301, Buenos Aires, Argentina
Phone
247
(5411) 4307 3040
Subscribed and paid-in capital (Th$)
30,569,739
MODELO II EÓLICA S.A.
Company name
Enel Green Power Modelo II Eólica S.A.
Corporate purpose
Electricity generation and trading in blocks of
energy.
Type of society
Limited Liability Company
Type of society
Limited Liability Company
Address
Calle César López Rojas 201, Urb. Maranga, San
Miguel
Lima, Peru
Address
Praça Leoni Ramos, Nº 1, 5º andar, bloco 2
Niterói, RJ, Brazil, CEP: 24.210-205
Subscribed and paid-in capital (Th$)
29,178,809
Corporate purpose
Core business
Electricity generation
Regular Directors
Mauricio Bezzeccheri (Chairman)
Gaetano Salierno (Vice Chairman)
Daniel Martini
Ramiro Alfonsín Balza
María Inés Justo
César Fernando Amuchástegui
Matías Maria Brea
Alternate Directors
Fernando Carlos Luis Boggini
Rodolfo Silvio Bettinsoli
María Victoria Ramírez
Rodrigo Quesada
Fernando Claudio Antognazza
Mariana Mariné
Mónica Diskin
Juan Donini
Senior Management
Roberto José Fagan
General Manager
Core business
Wind electricity generation.
Corporate purpose
Wind electricity generation
Subscribed and paid-in capital (Th$)
30,824
Administration
Newton Souza de Moraes
André Bruno Santos Gordon Afonso
Márcio Teixeira Trannin
Business relations
The company has no commercial relations with
Enel Américas.
Enel Américas S.A. Shareholding
(Direct and indirect)
0.97%
EÓLICA FAZENDA NOVA
Business relations
The company has no commercial relations with
Enel Américas S.A.
Enel Américas S.A. Shareholding
(Direct and indirect)
75.59%
Company name
Eólica Fazenda Nova or Geraçãoa e
Comercialização de Energia S.A.
Type of Company
Limited Liability Company
ENEL GREEN POWER
MODELO I EÓLICA S.A.
Company name
Enel Green Power Modelo I Eólica S.A.
Type of Company
Limited Liability Company.
Address
Praça Leoni Ramos, Nº 1, 5º andar, bloco 2
Niterói, RJ, Brazil
Subscribed and paid-in capital (Th$)
35,961
Corporate purpose
Wind Electricity generation
Core business
Wind electricity generation.
Administration
Newton Souza de Moraes
André Bruno Santos Gordon Afonso
Márcio Teixeira Trannin
Address
Rua Felipe Camarão, nº 507, sala 104
Ciudad de Natal, Rio Grande do Norte, Brazil
Phone
(5521) 3607 9500
Subscribed and paid-in capital (Th$)
377,902
Corporate purpose
transmission, distribution and
Generation,
trading of energy, participation
in other
companies as a partner, shareholder, or quota
holders and import machinery and equipment
related
transmission,
the generation,
distribution and trading of wind energy.
to
Core business
Electricity generation.
Administration
Márcio Teixeira Trannin (Gerente General)
Leonardo Soares Walter
Business relations
The company has no commercial relations with
Enel Américas S.A.
Business relations
The company has no commercial relations with
Enel Américas.
Enel Américas S.A. Shareholding
(Direct and indirect)
0.97%
ENEL GREEN POWER
Enel Américas S.A. Shareholding
(Direct and indirect)
99.29%
GENERALIMA S.A.C.
Company name
Generalima S.A.C.
248
To make investments, in general, in other
companies, preferably in those dedicated
to the exploitation of natural resources, and
very specially, in those linked to distribution,
transmission and generation of electricity.
Likewise, it may make investments in capital
of any kind of movable property, including
shares, bonds and any other kind of securities,
as well as administration of said investments
within the limits set by the Board and the
General Shareholders’ Meeting. The activities
included in this corporate purpose may be
developed in Peru or abroad.
Core business
Investment Company.
Senior Management
Úrsula de la Mata Torres
General Manager
Business relations
The company has no commercial relations with
Enel Américas S.A.
Enel Américas S.A. Shareholding
(Direct and indirect)
100%- Without variation
Proportion on Enel Américas S.A. Investment
Assets
0.32%
GENERANDES PERÚ S.A.
Company name
Generandes Perú S.A.
Type of society
Publicly Traded Company
Address
Calle César Lopez Rojas 201 N° 201, Urb.
Maranga, San Miguel
Lima, Peru
Phone
(511) 215 6300
Subscribed and paid-in capital (Th$)
326,609,152
Corporate purpose
The company has the purpose to develop
activities related to electricity generation,
directly, or through companies created for that
purpose
Core business
Investment Company.
Regular Directors
Carlos Temboury Molina (Chairman)
Francisco José Pérez Thoden Van Velzen
Paolo Giovanni Pescarmona
Business relations
The company has no commercial relations with
Enel Américas Annual Report 2016
Enel Américas.
Enel Américas Shareholding
(Direct and indirect)
100%
Proportion on Enel Américas S.A. Investment
Assets
7.53%
HIDROINVEST S.A.
Company name
Hidroinvest S.A.
Type of society
Publicly Traded Company
Address
Avda, España 3301
Buenos Aires, Argentina
Phone
(5411) 4307 3040
laboratories,
Offer services in engineering, studies, projects,
technical consulting, management, inspection
and supervision of works supply, inspection
and reception of materials and equipment
commercial
for
representation of local and foreign engineering
companies, as well as other services that
the legal powers permit in the practice of
the professions of engineering, architecture,
agronomy, geology and meteorology in all
their specialties.
appraisals,
Core business
Engineering services.
Representative
Bruno César Vasconcelos
Business relations
The company has no commercial relations with
Enel Américas S.A.
The company has no commercial relations with
Enel Américas.
Enel Américas S.A.Shareholding
(Direct and indirect)
100%
Proportion on Enel Américas S.A. Investment
Assets
2.45%
INVERSORA CODENSA
S.A.S.
Company name
Inversora Codensa S.A.S.
Type of Company
Simplified Joint Stock Company
Address
Carrera 11 N°82-76, Piso 4
Bogotá, Colombia
Subscribed and paid-in capital (Th$)
2,328,042
Corporate purpose
Acquire and maintain a majority shareholding
in Hidroeléctrica Alicura S.A. and/or
Hidroeléctrica El Chocón S.A. and/or
Hidroeléctrica Cerros Colorados S.A. (“the
concessionaire companies”) created by
National Executive Power decree 287/93 and
manage such investments.
Core business
Investment Company
Regular Directors
Mauricio Bezzeccheri (Chairman)
Gaetano Salierno (Vice Chairman)
María Inés Justo
Alternate Directors
Fernando Claudio Antognazza
Rodrigo Quesada
Business Relations
The company has no commercial relations with
Enel Américas S.A.
Enel Américas S.A. Shareholding
41.9411% (direct and indirect)
96.03% file
Proportion on Enel Américas S.A. Investment
Assets
0.57%
INGENDESA DO BRASIL
Ltda.
(Company under liquidation)
Company name
Ingendesa do Brasil Ltda.
Type of society
Limited Liability Company
Address
Praça Leoni Ramos, Nº 1
Parte, São Domingos
Niterói - RJ, Brazil
Subscribed and paid-in capital (Th$)
102,746
Corporate purpose
INVERSIONES DISTRILIMA
S.A.C.
Phone
(571) 601 6060
Company name
Inversiones Distrilima S.A.C.
Type of society
Limited Liability Company
Address
Calle César López Rojas 201,
Urb. Maranga, San Miguel
Lima, Peru
Phone
(511) 561 1604
Subscribed and paid-in capital (Th$)
144,634,754
Corporate purpose
Perform investments in other companies,
most preferably in those Involved in the
exploitation of natural resources, and
especially those related to the distribution,
transmission and generation of electricity.
In order to perform according to its purpose
and practice the activities related to it, the
company may perform all actions and enter
into all contracts that the Peruvian laws
allow to corporations. The company may
also make equity investments in any kind
of property including stocks, bonds and any
other class of transferable securities, as well
as the administration of such investments
within the limits set by the board and ordinary
shareholders meeting. The activities that are
considered within the purpose of the company
may be carried out in Peru and abroad.
Core business
Investment Company.
Directors
The Ordinary shareholders meeting held on
03/29/2011 agreed to change the entity Into a
Private Company without the constitution of a
Board of Directors.
Senior Management
Carlos Temboury Molina
General Manager
Business relations
Subscribed and paid-in capital (Th$)
1,112
Corporate purpose
Investment in residential public electric utility
services, especially the acquisition of shares
in any public electric utility or in any other
company that also invests in utilities whose
main purpose is residential electricity service
according to the definition in Law 142 of 1994,
or in any other company that also invests in
utilities whose main purpose is residential
public electric utility services.
Core business
Investment Company.
Senior Management
David Felipe Acosta Correa
Manager
Leonardo Lopez Vergara
First Deputy Manager
Juan Manuel Pardo Gómez
Second Deputy Manager
Business relations
The company has no commercial relations with
Enel Américas S.A.
Enel Américas S.A. Shareholding
(Direct and indirect)
48.41%
INVERSORA DOCK SUD
S.A.
Company name
Inversora Dock Sud S.A.
Type of Company
Limited Liability Company
Address
Avenida Debenedetti 1636 Dock Sud Avellaneda
Phone
4229-1000
Subscribed and paid-in capital (Th$)
33,634,105
Corporate purpose
249
Capital Federal and Gran Buenos Aires, all in
accordance with the international public tender
for the sale of Class A shares in Edenor S.A. and
Edesur S.A. and applicable regulations.
Enel Américas S.A.
Enel Américas S.A. Shareholding
(Direct and indirect)
48.41%
The corporate purpose of the company is the
participation in companies of any nature, by
means of creating shareholding companies,
transitory company ventures, collaboration
groups, joint ventures, consortiums and any
other kind of association, and in general, the
purchase, sale and negotiation of titles, shares
and all other kind of securities and credit
papers in any of the systems or modes created
or to be created.
Core business
Investment Company
Regular Directors
Mauricio Bezzeccheri
Gaetano Salierno
Hector Martin Mandarano
Raul Angel Rodriguez
Mónica Analía Ciacciarelli
Antonio Ascione
Alternate Directors
Danierl Martini
Maria Ines Justo Borga
Fernando Claudio Antognazza
Javier Pastos Vivas
Patricio Da Re
Core business
Lead, supervise and control of operations from
the Argentine electricity system.
Regular Directors
Roberto De Antoni
Leandro Ostuni
Daniel Flaks
Eduardo Maggi
Alternate Directors
Fabio Canosa
Leonardo Lintura
Alberto Rica
José Luis Marinelli
Senior Management
Francisco Cerar
General Manager
Business relations
The company has no commercial relations with
Enel Américas S.A.
Business relations
The company has no commercial relations with
Enel Américas S.A.
Enel Américas S.A. Shareholding
(Direct and indirect)
36.04%
Enel Américas S.A. Shareholding (direct and
indirect)
57.14%
Proportion on Enel Américas S.A. Investment
Assets
0.21%
SACME S.A.
Company name
Sacme S.A.
Type of Company
Limited Liability Company
Address
Avda, España 3251
Buenos Aires, Argentina
Phone
(5411) 4361 5107
Subscribed and paid-in capital (Argentinean
Pesos)
1,569
Corporate purpose
Conduct, supervise and control the operation
of the electricity generation, transmission and
sub transmission system of Capital Federal and
Gran Buenos Aires, and the interconnections
with the Argentine Interconnection System
(SADI in its Spanish acronym). Represent the
companies Distribuidora Edenor S.A. and
Edesur S.A. in terms of operations, before the
wholesale market administrator, Compañía
Administradora del Mercado Mayorista
Eléctrico (CAMMESA in its Spanish acronym.
In general, adopt all actions necessary to
allow it to carry out the administration of the
business correctly, as being constituted for
this purpose by the concessionaire companies
of the electricity distribution and trading in
SOCIEDAD PORTUARIA
CENTRAL CARTAGENA
S.A.
Company name
Sociedad Portuaria Central Cartagena S.A.
Type of Company
Publicly Traded Compnay
Address
Carrera 13 A No. 93-,66, piso 2
Bogotá, D.C. Colombia
Subscribed and paid-in capital (Th$)
1,290
Corporate purpose
The company’s main purpose is the following:
1. Investment, construction and maintenance
of docks and private and public ports,
their management and operations and the
development and operation of a multipurpose
port, is according to the law, among others.
Regular Directors
Bruno Riga
Leonardo Lopez Vergara
Juan Manuel Pardo
Alternate Directors
Fernando Javier Gutierrez Medina
Alba Lucia Salcedo
Luis Fernando Salamanca
Senior Management
Fernando Gutierrez Medina
General Manager
Bruno Riga
First Deputy General Manager
Oswaldo Rafael Novoa Arroyo
Second Deputy General Manager
Business relations
The company has no commercial relations with
TERMOELÉCTRICA JOSÉ
DE SAN MARTÍN S.A.
Company name
Termoeléctrica José de San Martín S.A.
Type of Company
Publicly Traded Company
Address:
Elvia Rawson de Dellepiane 150, piso 9, Buenos
Aires, Argentina
Phone:
(54 11) 4117-1011/1041
Capital suscrito y pagado (M$):
35.877 21.045
Corporate purpose
The generation of electricity and its block
trading, and particularly the management of
the equipment, construction, operation and
maintenance of a thermal plant in accordance
with
the
management and operation of the projects
for the re-adaptation of the MEM in the terms
of Resolution SE N° 1427/2004”, approved by
Resolution SE N° 1193/2005.
the “Definitive agreement
for
Core business
Electricity generation.
Management services (acquisition of equipment,
construction, operation and maintenance of a
thermal power plant).
Regular Directors
José María Vazquez
Claudio O. Majul
Roberto Fagan
Fernando Claudio Antognazza
Patricio Testorelli (Resigned)
Martín Genesio
Gerardo Carlos Paz
José Manuel Tierno
Jorge Ravlich
Alternate Directors
Adrián Gustavo Salvatore
Leonardo Pablo Katz
María Inés Justo
Fernando Carlos Luis Boggini
Iván Durontó
Emiliano Chaparro
Luís Agustín León Longobardo
Sergio Raúl Sánchez
Rodrigo García
Senior Management
Ricardo Arakaki
General Manager
Business relations
The company has no commercial relations with
Enel Américas S.A.
Enel Américas S.A. Shareholding
(Direct and indirect)
16.91%
TERMOELÉCTRICA
250
Enel Américas Annual Report 2016
Eduardo Albarracín
Miguel Angel Sosa
Luis Juan B. Piatti
Juan Manuel Pereyra
Sandro Ariel Rollan
Marisa Varela
Jorge Neira Toba
Alternate Directors
Carlos Bergoglio
Maria Inés Justo
Fernando Antognazza
Gianfranco Catrini
Massimo Villa
Roberto Leonardo Maffioli
Darío Ballaré
Fernando Boggini
Robert Ortega
Alberto E. Verra
Senior Management
Sandro Ariel Rollan
General Manager
Business relations
The company has no commercial relations with
Enel Américas S.A.
Enel Américas S.A. Shareholding
(Direct and indirect)
22.22%
Proportion on Enel Américas S.A. Investment
Assets
0.02%
Notes:
1. There are no acts or agreements signed
by Enel Américas with its subsidiaries or
associated companies that could significantly
influence its operations and results.
2. With regards to the business relations,
future relations planned with subsidiaries
or associated companies fall within the
company’s corporate purpose, especially
continuing to provide its subsidiaries and
associated companies with the necessary
financial resources for their businesses’
development and, additionally, to provide
its subsidiaries with management, financial
advisory, business, technical, legal, audit
services and, in general, services of any kind
deemed necessary for their best performance,
notwithstanding which, it is not foreseen that
any of these connections would significantly
influence Enel America’s operations and
results.
MANUEL BELGRANO S.A.
Phone
(5411) 4394 1161
Company name
Termoeléctrica Manuel Belgrano S.A.
Type of company
Publicly Traded Company
Address
Suipacha 268, piso 12
Buenos Aires, Argentina
Phone
(5411) 3 221 7950
Subscribed and paid-in capital (Th$)
21,045
its block
Corporate purpose
The company’s purpose is the generation
of electricity and
trading, and
particularly the management of the equipment,
construction, operation and maintenance of a
thermal plant in accordance with the “Definitive
agreement for the management and operation
of the projects for the re-adaptation of the MEM
in the terms of Resolution SE N° 1427/2004”,
approved by Resolution SE N° 1193/2005.
Actividades que desarrolla
Management services (acquisition of equipment,
construction, operation and maintenance of a
thermal power plant).
Regular Directors
Martín Genesio
Emiliano Chaparro
Adrián Gustavo Salvatore
José María Vásquez
Fernando Claudio Antognazza
Roberto José Fagan
Gerardo Carlos Paz
José Manuel Tierno
Jorge Ravlich
Alternate Directors
Rodrigo Leonardo García
María Inés Justo
Fernando Carlos Luis Boggini
Leonardo Marinaro
Leonardo Pablo Katz
Guillermo Giraudo
Julián Mc Loughlin
Luis Agustín León Longobardo
Sergio Raúl Sánchez
Senior Management
Gabriel Omar Ures
General Manager
Business relations
The company has no commercial relations with
Enel Américas S.A.
Enel Américas S.A. Shareholding
(Direct and indirect)
16.91%
TESA
Company name
Transportadora de Energía S.A.
Type of Company
Publicly Traded Company
Address
Bartolomé Mitre 797, 11th floor
Buenos Aires, Argentina
Capital suscrito y pagado (M$)
4.209
Corporate purpose
High tension electricity transmission
services’ provision, linked to both national
and international electrical systems, for
which purpose it may participate in national
and international tenders, become a high
tension electricity transmission utilities
concessionaire, locally or abroad, and carry
out all activities deemed necessary to fulfill its
purpose.
Core business
Electricity transmission.
Regular Directors
Juan Carlos Blanco (Vice Chairman)
Fernando Boggini
Maurizio Bezzeccheri (Chairman)
Alternate Directors
Fernando Antognazza
Maria Inés Justo
Maria Victoria Ramírez
Senior Management
Sandro Ariel Rollan
General Manager
Business relations
The company has no commercial relations with
Enel Américas S.A.
Enel Américas S.A. Shareholding
(Direct and indirect)
99.34%
YACYLEC S.A.
Company name
Yacylec S.A.
Type of Company
Limited Liability Company
Address
Bartolomé Mitre 797, 11th Floor.
Buenos Aires, Argentina
Phone
(5411) 4587 4322/4585
Subscribed and paid-in capital (Th$)
841,786
Corporate purpose
Construction, operation and maintenance
of the first electrical link between Yacyretá
Hydroelectric Plant and the Resistance’s
Transformation Station, and provision of
electricity transmission services, including the
exploitation under concession as independent
transmitter.
Core business
Electricity transmission.
Regular Directors
Gaetano Salierno (Chairman)
Maurizio Bezzeccheri
Maria Inés Justo
Gerardo Ferreyra
Osvaldo Acosta
Guillermo Díaz
251
Ring the bell. December 2016
254
Enel Américas Annual Report 2016
Responsibility
Statement
255
256
Enel Américas Annual Report 2016
Responsibility Statement
The Directors of Enel Américas S.A., formerly Enersis Américas S.A., and the General Manager,
signatories of this statement, are responsible under oath of the veracity of the information provided
in this Annual Report, in compliance with the General Norm N°30, issued by the Superintendency
of Securities and Insurances.
CHAIRMAN
Francisco de Borja Acha Besga
VICECHAIRMAN
José Antonio Vargas Lleras
DNI: 05263174-S
Cédula de ciudadanía: 79,312,642
DIRECTOR
Enrico Viale
DNI: AU 2580379
DIRECTOR
Livio Gallo
DNI: AV 0246369
DIRECTOR
Hernán Somerville Senn
Rut: 4,132,185-7
DIRECTOR
Domingo Cruzat Amunaegui
Rut: 6,989,304-K
DIRECTOR
Patricio Gomez Sabiani
Pasaporte: 16941675N
CHIEF EXECUTIVE OFFICER
Luca D’Agnese
Rut: 24,910,349-7
257
Enel Américas
Annual Report