Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

 

 

ENERSIS CHILE S.A.

(Name of Issuer)

Shares of Common Stock, No Par Value

American Depositary Shares Representing 50

Shares of Common Stock (the ADSs)

(Title of Class of Securities)

29278D105

(CUSIP Number)

Enel S.p.A.

Viale Regina Margherita 137

00198 Rome

Italy

Attn: Giulio Fazio

Head of Legal and Corporate Affairs

Tel: +39 06 8305 2081

Fax: +39 06 8305 2129

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 31, 2016

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  ¨

The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (the Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

 

 

 

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SCHEDULE 13D

 

CUSIP No. 29278D105		Page 2 of 7 Pages

 

1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS   Enel S.p.A.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ¨        (b)  ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS       N/A (See Item 3)
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)    ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION       Italy
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER       0 (See Item 5)
				8		SHARED VOTING POWER       29,762,213,531 shares of Common Stock (See Item 5)
				9		SOLE DISPOSITIVE POWER       0 (See Item 5)
				10		SHARED DISPOSITIVE POWER       29,762,213,531 shares of Common Stock (See Item 5)
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON       29,762,213,531 shares of Common Stock (See Item 5)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)       60.62% (See Item 5)
14		TYPE OF REPORTING PERSON       CO

 

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CUSIP No. 29278D105		Page 3 of 7 Pages

 

1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS   Enel Iberoamérica, S.R.L.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ¨        (b)  ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS       N/A (See Item 3)
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)    ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION       Spain
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER       0 (See Item 5)
				8		SHARED VOTING POWER       29,762,213,531 shares of Common Stock (See Item 5)
				9		SOLE DISPOSITIVE POWER       0 (See Item 5)
				10		SHARED DISPOSITIVE POWER       29,762,213,531 shares of Common Stock (See Item 5)
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON       29,762,213,531 shares of Common Stock (See Item 5)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)       60.62% (See Item 5)
14		TYPE OF REPORTING PERSON       CO

 

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CUSIP No. 29278D105		Page 4 of 7 Pages

 

1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS   Enel Latinoamérica, S.A.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ¨        (b)  ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS       N/A (See Item 3)
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)    ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION       Spain
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER       0 (See Item 5)
				8		SHARED VOTING POWER       19,794,583,473 shares of Common Stock (See Item 5)
				9		SOLE DISPOSITIVE POWER       0 (See Item 5)
				10		SHARED DISPOSITIVE POWER       19,794,583,473 shares of Common Stock (See Item 5)
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON       19,794,583,473 shares of Common Stock (See Item 5)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)       40.32%
14		TYPE OF REPORTING PERSON       CO

 

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Item 1.

Security and Issuer.

The classes of equity securities to which this Schedule 13D (this Schedule 13D) relates are the shares of Common Stock, no par value (the Common Stock), of Enersis Chile S.A., a Chilean sociedad anónima (Enersis Chile or the Issuer), and American Depositary Shares of Enersis Chile (ADSs), each representing 50 shares of Common Stock.

Enersis Chile has its principal offices at Santa Rosa 76, Santiago, Chile.

 

Item 2.

Identity and Background.

This Schedule 13D is being filed jointly by Enel S.p.A (Enel), an Italian societá per azioni; Enel Iberoamérica, S.R.L. (EIA), a Spanish sociedad de responsibilidad limitada; and Enel Latinoamérica, S.A. (ELA), a Spanish sociedad anónima (collectively, the Reporting Persons). EIA is wholly owned by Enel and ELA is wholly owned by EIA. EIA and ELA hold directly 20.3% and 40.32% of Enersis Chile, respectively.

The principal business of Enel is the integrated production, distribution, and sale of electricity and gas in 32 countries across 4 continents. EIA is a holding company holding the Iberian and Latin American electricity and gas businesses of the Enel group of companies (the Enel Group). ELA is a holding company holding the Latin American electricity and gas businesses of the Enel Group, including Enersis Chile.

The business addresses of the Reporting Persons are:

(a) Enel: Viale Regina Margherita 137, 00198 Rome, Italy

(b) EIA: Ribera del Loira 60, 28042 Madrid, Spain

(c) ELA: Ribera del Loira 60, 28042 Madrid, Spain

In accordance with the provisions of General Instruction C to Schedule 13D, information concerning the directors and executive officers of the Reporting Persons is set forth in Schedule A to this Schedule 13D and is incorporated herein by reference in its entirety.

During the past five years, none of the Reporting Persons (and to the knowledge of the Reporting Persons, none of their respective directors and executive officers set forth in Schedule A) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, U.S. federal or state securities laws or finding any violation with respect to such laws.

 

Page 5 of 7

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Item 3.

Source and Amount of Funds or Other Consideration.

EIA became the direct beneficial owner of 20.3% of the Enersis Chile shares, ELA became the direct beneficial owner of 40.32% of the Enersis Chile shares and Enel became the indirect beneficial owner of 60.62% of the Enersis Chile shares as a result of the Spin-Off (as defined in Item 4 below), in each case, without payment of monetary consideration therefor. Therefore, no funds were used for such purpose.

 

Item 4.

Purpose of Transaction.

(a) All of the information set forth in this Item 4(a) has been previously disclosed in filings filed or furnished by Enersis Américas (Enersis Américas, formerly named Enersis S.A.) and/or Enersis Chile with the United States Securities and Exchange Commission (the SEC):

As previously disclosed by Enersis Américas, the SEC declared effective the registration statement of Enersis Chile on March 31, 2016 under Section 12(b) of the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act), in connection with the spin-off of Enersis Chile from Enersis Américas (the Spin-Off). As a result, Enersis Chile became a reporting company subject to Section 13(d) under the Exchange Act.

As previously disclosed by Enersis Américas, as part of the Spin-Off, EIA was allocated 9,967,630,058 shares of Enersis Chile and ELA was allocated 19,794,583,473 shares of Enersis Chile. As a result, EIA became the direct beneficial owner of 20.3% of the Enersis Chile shares, ELA became the direct beneficial owner of 40.32% of the Enersis Chile shares and Enel became the indirect beneficial owner of 60.62% of the Enersis Chile Shares.

As previously disclosed by Enersis Américas, on April 22, 2015, Enel requested that the Board of Directors of Enersis Américas consider and analyze a potential corporate reorganization process involving Enersis Américas, Empresa Nacional de Electricidad S.A. and Chilectra S.A. that would separate their businesses and assets in Chile from those in Argentina, Brazil, Colombia and Peru so that the Chilean businesses and the non-Chilean businesses may be grouped by geographic area.

As previously disclosed by Enersis Américas, at the extraordinary shareholders meeting of Enersis Américas held on December 18, 2015, shareholders of Enersis Américas voted in favor of the Spin-Off and other matters related thereto.

As previously disclosed by Enersis Américas and Enersis Chile, the Spin-Off was completed on April 26, 2016.

(b) The Reporting Persons have no present plan or proposal that relates to or would result in any of the actions set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D. However, the Reporting Persons may at any time and from time to time determine to

 

Page 6 of 7

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take any available course of action and may take any steps to implement any such course of action. Such review, discussions, actions or steps may involve one or more of the types of transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D.

 

Item 5.

Interest in Securities of the Issuer.

(a) As described in Item 2 above, Enel wholly owns EIA, which wholly owns ELA. EIA and ELA hold 20.3% and 40.32% of Enersis Chile, respectively. As of August 11, 2016, Enersis Chile had 49,092,772,762 shares of Common Stock outstanding. Enel beneficially owned 29,762,213,531 shares of Common Stock of Enersis Chile, representing 60.62% of the Common Stock of Enersis Chile outstanding, as of such date.

(b) Based on the relationships reported under Item 2 above, Enel, as ultimate parent of EIA and ELA, may be deemed to have shared voting and dispositive power with respect to the aggregate 29,762,213,531 shares of Common Stock of Enersis Chile owned by EIA and ELA. EIA, as a wholly owned subsidiary of Enel, may be deemed to have shared voting and dispositive power with Enel with respect to the 9,967,630,058 shares of Common Stock of Enersis Chile that it directly owns. EIA, as the direct parent of ELA, may also be deemed to have shared voting and dispositive power with respect to the 19,794,583,473 shares of Common Stock of Enersis Chile owned by ELA. The responses of the Reporting Persons to Rows (7) through (10) of the cover pages of this Schedule 13D are incorporated herein by reference.

(c) Except as described in this Schedule 13D, (i) the Reporting Persons and, to the knowledge of such Reporting Persons, the persons set forth in Schedule A hereto, do not beneficially own any Common Stock of Enersis Chile, and (ii) there have been no transactions in shares of Common Stock of Enersis Chile or any securities directly or indirectly convertible into or exchangeable for shares of Common Stock of Enersis Chile, by the Reporting Persons, or to the knowledge of the Reporting Persons, by any of the persons set forth in Schedule A, since the date that is 60 days prior to the date of the Schedule 13D.

(d) Not applicable.

(e) Not applicable.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

None of the Reporting Persons or to their knowledge, any executive officer or director of the Reporting Persons set forth in Schedule A, has any contracts, arrangements, understandings or relationships with any persons with respect to the securities of the Issuer, except as described in this Schedule 13D.

 

Item 7.

Material to be Filed as Exhibits.

 

Exhibit 1.		Joint Filing Agreement required by Rule 13d-1(k)(1).

 

Page 7 of 7

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SIGNATURE

After reasonable inquiry and to the best of their knowledge and belief, the undersigned hereby certify that the information set forth in this statement is true, complete and correct.

 

Dated: August 12, 2016				ENEL S.P.A.
				By:		/s/ Alberto de Paoli
						Name:		Alberto de Paoli
						Title:		Chief Financial Officer

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Schedule A

Directors and Executive Officers of the Reporting Persons.

The following tables sets forth the name, business address, present principal occupation or employment (and address of such organization) and citizenship of each director and executive officer of the Reporting Persons.

 

I.	Enel S.p.A.

 

A.

Directors

 

Name		Present Principal Occupation or Employment and Business Address		Nationality
Maria Patrizia Grieco		Chairman of Enel S.p.A. Enel S.p.A. Viale Regina Margherita 137 00198 Rome, Italy		Italy
Francesco Starace		Chief Executive Officer of Enel S.p.A. Enel S.p.A. Viale Regina Margherita 137 00198 Rome, Italy		Italy
Alfredo Antoniozzi		Director of Enel S.p.A. Enel S.p.A. Viale Regina Margherita 137 00198 Rome, Italy		Italy
Alessandro Banchi		Chairman of the supervisory board of Biotest A.G. Biotest A.G. Landsteinerstraße 5 63303 Dreieich, Germany		Italy
Alberto Bianchi		Partner at Bianchi and Associates Law Firm Via Palestro 3 50123 Florence, Italy		Italy
Paola Girdinio		Professor at the University of Genoa Via Balbi 5 16126 Genoa, Italy		Italy
Alberto Pera		Chief Of Counsel at Gianni, Origoni, Grippo, Cappelli & Partners Law Firm Via delle Quattro Fontane 20 00184 Rome, Italy		Italy
Anna Chiara Svelto		Legal and Corporate Affairs Chief Officer of Unione di Banche Italiane S.p.A. Piazza Vittorio Veneto 8 24122 Bergamo, Italy		Italy
Angelo Taraborrelli		Director of Enel S.p.A. Enel S.p.A. Viale Regina Margherita 137 00198 Rome, Italy		Italy

 

A-1

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B.

Executive Officers

 

Name		Present Principal Occupation or Employment and Business Address		Nationality
Francesca Di Carlo		Head of Human Resources and Organization Enel S.p.A. Viale Regina Margherita 137 00198 Rome, Italy		Italy
Alberto De Paoli		Chief Financial Officer Enel S.p.A. Viale Regina Margherita 137 00198 Rome, Italy		Italy
Ryan OKeeffe		Head of Communications Enel S.p.A. Viale Regina Margherita 137 00198 Rome, Italy		South Africa
Ernesto Ciorra		Head of the Innovation and Sustainability Office Enel S.p.A. Viale Regina Margherita 137 00198 Rome, Italy		Italy
Giulio Fazio		Head of Legal and Corporate Affairs Enel S.p.A. Viale Regina Margherita 137 00198 Rome, Italy		Italy
Simone Mori		Head of European Affairs Enel S.p.A. Viale Regina Margherita 137 00198 Rome, Italy		Italy
Silvia Fiori		Head of Audit Enel S.p.A. Viale Regina Margherita 137 00198 Rome, Italy		Italy
Francesco Buresti		Head of Global Procurement Enel S.p.A. Viale Regina Margherita 137 00198 Rome, Italy		Italy

 

A-2

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Name		Present Principal Occupation or Employment and Business Address		Nationality
Carlo Bozzoli		Head of Global Information and Communications Technology Enel S.p.A. Viale Regina Margherita 137 00198 Rome, Italy		Italy
Claudio Machetti		Head of Global Trading and Upstream Gas Business Line Enel S.p.A. Viale Regina Margherita 137 00198 Rome, Italy		Italy
Carlo Tamburi		Head of Country Italy Enel S.p.A. Viale Regina Margherita 137 00198 Rome, Italy		Italy
José Damián Bogas Gálvez		Director for Iberia of Enel S.p.A. / Chief Executive Officer of Endesa, S.A. Endesa, S.A. Ribera del Loira 60 28042 Madrid, Spain		Spain
Luca DAgnese		Director of Latin America Division of Enel S.p.A. / Chief Executive Officer of Enersis Américas S.A. / Chief Executive Officer of Enersis Chile S.A. Enersis Américas S.A. Santa Rosa 76 Santiago, Chile		Italy
Francesco Venturini		Chief Executive Officer and General Manager of Enel Green Power S.p.A. c/o Enel S.p.A. Viale Regina Margherita 137 00198 Rome, Italy		United States
Robert Deambrogio		Head of Europe and North Africa Enel S.p.A. Viale Regina Margherita 137 00198 Rome, Italy		Italy
Enrico Viale		Head of Global Thermal Generation Enel S.p.A. Viale Regina Margherita 137 00198 Rome, Italy		Italy
Livio Gallo		Head of Global Infrastructure and Networks Business Line Enel S.p.A. Viale Regina Margherita 137 00198 Rome, Italy		Italy

 

A-3

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II.	Enel Iberoamérica, S.R.L.

 

A.     Directors
Name		Present Principal Occupation or Employment and Business  Address		Nationality
Francesco Starace		See Schedule A I.A. above		Italy
Luca DAgnese		See Schedule A I.B. above		Italy
Francisco de Borja Acha B.		Chairman of Enersis Américas S.A. Enersis Américas S.A. Santa Rosa 76 Santiago, Chile		Spain
Francisco de Borja Prado E.		Chairman of Endesa, S.A. Endesa, S.A. Ribera del Loira 60 28042 Madrid, Spain		Spain
José Damián Bogas Gálvez		See Schedule A I.B. above		Spain
B.     Executive Officers
Name		Present Principal Occupation or Employment and Business  Address		Nationality
Paolo Bondi		Chief Financial Officer Enel Iberoamérica, S.R.L. c/o Endesa, S.A. Ribera del Loira 60 28042 Madrid, Spain		Italy
Andrea Lo Faso		General Director of Human Resource and Organization Enel Iberoamérica, S.R.L. c/o Endesa, S.A. Ribera del Loira 60 28042 Madrid, Spain		Italy
Rafael Fauquié		General Director of Corporate & Legal Affairs of Latam Enel S.p.A. Viale Regina Margherita 137 00198 Rome, Italy		Spain
Manuel Marín Guzmán		General Director of ICT Enel Iberoamérica, S.R.L. c/o Endesa, S.A. Ribera del Loira 60 28042 Madrid, Spain		Spain

 

A-4

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III.	Enel Latinoamérica, S.A.

 

A.     Directors
Name		Present Principal Occupation or Employment and Business  Address		Nationality
Luca DAgnese		See Schedule A I.B. above		Italy
Francisco de Borja Acha B.		See Schedule A II.A. above		Spain
Paolo Bondi		See Schedule A II.B. above		Italy
B.     Executive Officers
Name		Present Principal Occupation or Employment and Business  Address		Nationality
Luca DAgnese		See Schedule A I.B. above		Italy

 

A-5