Obligation Enel 4.25% ( XS0170342868 ) en EUR

Enel

100 % ▼

Italie

XS0170342868 ( en EUR )

4.25% par an ( paiement annuel )

12/06/2013 - Obligation échue

Prospectus brochure de l'obligation Enel XS0170342868 en EUR 4.25%, échue

1 000 EUR

750 000 000 EUR

ENEL est une multinationale italienne d'énergie publique, active dans la production, la distribution et la vente d'électricité et de gaz, opérant dans plus de 30 pays.

L'Obligation émise par Enel ( Italie ) , en EUR, avec le code ISIN XS0170342868, paye un coupon de 4.25% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 12/06/2013

ENEL Società per Azioni
(incorporated with limited liability in Italy)
as an Issuer and Guarantor
and
ENEL Investment Holding B.V.
(incorporated with limited liability in The Netherlands)
as an Issuer
g10,000,000,000
Global Medium Term Note Programme
On 7th December, 2000 ENEL Società per Azioni ("ENEL") entered into a Global Medium Term Note Programme (the "Programme")
and issued an Offering Circular on that date describing the Programme. The Programme was subsequently updated on 10th May, 2001
and was further updated on 28th October, 2002. This Offering Circular supersedes all previous Offering Circulars. Any Notes (as defined
below) issued under the Programme on or after the date of this Offering Circular are issued subject to the provisions herein. This does not
affect any Notes already issued.
Under the Programme, each of ENEL and ENEL Investment Holding B.V. ("ENEL B.V.", and, each of ENEL and ENEL B.V. an "Issuer")
may from time to time issue notes (the "Notes") denominated in any currency agreed between the relevant Issuer and the relevant Dealer
(as defined below). References in this Offering Circular to the "relevant Issuer" shall, in relation to any Tranche of Notes, be construed as
references to the Issuer which is, or is intended to be, the Issuer of such Notes as indicated in the applicable Pricing Supplement. The
payment of all amounts owing in respect of Notes issued by ENEL B.V. will be unconditionally and irrevocably guaranteed by ENEL in its
capacity as guarantor (the "Guarantor").
ENEL B.V. has a right of substitution as set out in Condition 16. ENEL B.V. may at any time after 1st January, 2004, without the consent of
the Noteholders, Receiptholders or the Couponholders, substitute for itself as principal debtor under the Notes, Receipts and the Coupons
ENEL as Issuer. ENEL shall indemnify each Noteholder, Receiptholder and Couponholder against (A) any tax, duty, assessment or
governmental charge which is imposed on such Noteholder, Receiptholder or Couponholder by (or by any authority in or of) the Republic
of Italy with respect to any Note, Receipt or Coupon and which would not have been so imposed had the substitution not been made and
(B) any tax, duty, assessment or governmental charge, and any cost or expense relating to the substitution, except that ENEL shall not be
liable under such indemnity to pay any additional amounts either on account of "imposta sostitutiva" or on account of any other withholding
or deduction in the event of payment of interest or other amounts paid to a non-Italian resident legal entity or a non-Italian resident individual
which is resident in a country which does not allow for a satisfactory exchange of information. For further details regarding ENEL B.V.'s right
of substitution see Condition 16.
Notes may be issued in bearer or registered form (respectively "Bearer Notes" and "Registered Notes"). The maximum aggregate nominal
amount of all Notes from time to time outstanding under the Programme will not exceed e10,000,000,000 (or its equivalent in other
currencies calculated as described herein), subject to increase as described herein.
The Notes may be issued on a continuing basis to one or more of the Dealers specified under "Summary of the Programme" and any
additional Dealer appointed under the Programme from time to time by the relevant Issuer (each a "Dealer" and together the "Dealers"),
which appointment may be for a specific issue or on an ongoing basis. References in this Offering Circular to the "relevant Dealer" shall,
in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to purchase
such Notes.
Application has been made to the Luxembourg Stock Exchange for Notes issued under the Programme during the period of 12 months
from the date of this Offering Circular to be listed on the Luxembourg Stock Exchange. Notice of the aggregate nominal amount of Notes,
interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and conditions not contained herein which are
applicable to each Tranche (as defined under "Terms and Conditions of the Notes") of Notes will be set out in a pricing supplement (the
"Pricing Supplement") which, with respect to Notes to be listed on the Luxembourg Stock Exchange, will be delivered to the Luxembourg
Stock Exchange on or before the date of issue of the Notes of such Tranche.
The Programme provides that Notes may be listed on such other or further stock exchange(s) as may be agreed between the relevant
Issuer and the Guarantor (where ENEL is not the relevant Issuer) and the relevant Dealer. The relevant Issuer may also issue unlisted
Notes. Application may also be made to have certain Series of Notes accepted for trading in the Private Offerings, Resales and Trading
through Automated Linkages System ("PORTAL") of the National Association of Securities Dealers, Inc.
The Notes issued by ENEL will constitute "obbligazioni" pursuant to Article 2410, and the Articles that follow such Article 2410, of the
Italian Civil Code, which relate to the issuance of "obbligazioni" by corporations in Italy.
The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any
state securities laws, and may not be offered or sold within the United States or to, or for the account or benefit of, any U.S. person (as
defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act. The Notes will be offered and sold in offshore transactions outside the United States in reliance on
Regulation S under the Securities Act and, if so specified in the applicable Pricing Supplement, within the United States to "qualified
institutional buyers" (as defined in Rule 144A under the Securities Act), in transactions exempt from the registration requirements of the
Securities Act. The Notes in bearer form are subject to U.S. tax law requirements.
The relevant Issuer and the Guarantor (where ENEL is not the relevant Issuer) may agree with any Dealer that Notes may be issued in a
form not contemplated by the Terms and Conditions of the Notes herein, in which event (in the case of Notes intended to be listed on the
Luxembourg Stock Exchange) a supplementary Offering Circular, if appropriate, will be made available which will describe the effect of
the agreement reached in relation to such Notes.
Arrangers
Deutsche Bank
JPMorgan
Dealers
ABN AMRO
Banca IMI
Barclays Capital
BNP PARIBAS
Caboto
Citigroup
Deutsche Bank
JPMorgan
Lehman Brothers
MEDIOBANCA S.p.A.
Merrill Lynch International
UBS Investment Bank
The date of this Offering Circular is 29thOctober, 2003

Each of ENEL and ENEL B.V. (each an "Obligor" and together "Obligors"), having made all
reasonable enquiries, confirms that this Offering Circular contains or incorporates all
information which is material in the context of the issuance and offering of Notes, that the
information contained or incorporated in this Offering Circular is true and accurate in all
material respects and is not misleading, that the opinions and intentions expressed in this
Offering Circular are honestly held and that there are no other facts the omission of which would
make this Offering Circular or any of such information or the expression of any such opinions
or intentions misleading. Each Obligor accepts responsibility accordingly.
This Offering Circular is to be read in conjunction with all documents which are deemed to be
incorporated herein by reference (see "Documents Incorporated by Reference" below). This
Offering Circular shall be read and construed on the basis that such documents are
incorporated and form part of this Offering Circular.
The Dealers have not independently verified the information contained herein. Accordingly, no
representation, warranty or undertaking, express or implied, is made and no responsibility or
liability is accepted by the Dealers as to the accuracy or completeness of the information
contained or incorporated in this Offering Circular or any other information provided by either
Obligor in connection with the Programme. No Dealer accepts any liability in relation to the
information contained or incorporated by reference in this Offering Circular or any other
information provided by either Obligor in connection with the Programme.
No person is or has been authorised by either Obligor to give any information or to make any
representation not contained in or not consistent with this Offering Circular or any other
information supplied in connection with the Programme or the Notes and, if given or made, such
information or representation must not be relied upon as having been authorised by either
Obligor or any of the Dealers.
Neither this Offering Circular nor any other information supplied in connection with the
Programme or any Notes (i) is intended to provide the basis of any credit or other evaluation or
(ii) should be considered as a recommendation by either Obligor or any of the Dealers that any
recipient of this Offering Circular or any other information supplied in connection with the
Programme or any Notes should purchase any Notes. Each investor contemplating purchasing
any Notes should make its own independent investigation of the financial condition and affairs,
and its own appraisal of the creditworthiness, of the relevant Issuer and ENEL (where the
relevant Issuer is not ENEL). Neither this Offering Circular nor any other information supplied in
connection with the Programme or the issue of any Notes constitutes an offer or invitation by or
on behalf of either Obligor or any of the Dealers to any person to subscribe for or to purchase
any Notes.
Neither the delivery of this Offering Circular nor the offering, sale or delivery of any Notes shall
in any circumstances imply that the information contained herein concerning either Obligor is
correct at any time subsequent to the date hereof or that any other information supplied in
connection with the Programme is correct as of any time subsequent to the date indicated in the
document containing the same. The Dealers expressly do not undertake to review the financial
condition or affairs of either Obligor during the life of the Programme or to advise any investor
in the Notes of any information coming to their attention. Investors should review, inter alia, the
most recently published documents incorporated by reference into this Offering Circular when
deciding whether or not to purchase any Notes.
The Notes in bearer form are subject to U.S. tax law requirements and may not be offered, sold
or delivered within the United States or its possessions or to United States persons, except in
certain transactions permitted by U.S. tax regulations. Terms used in this paragraph have the
meanings given to them by the U.S. Internal Revenue Code of 1986, as amended, and the
regulations promulgated thereunder.
This Offering Circular does not constitute an offer to sell or the solicitation of an offer to buy any
Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in
such jurisdiction. The distribution of this Offering Circular and the offer or sale of Notes may be
2

restricted by law in certain jurisdictions. The Obligors and the Dealers do not represent that this
Offering Circular may be lawfully distributed, or that any Notes may be lawfully offered, in
compliance with any applicable registration or other requirements in any such jurisdiction, or
pursuant to an exemption available thereunder, or assume any responsibility for facilitating any
such distribution or offering. In particular, no action has been taken by the Obligors or the
Dealers which would permit a public offering of any Notes or distribution of this document in
any jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered
or sold, directly or indirectly, and neither this Offering Circular nor any advertisement or other
offering material may be distributed or published in any jurisdiction, except under
circumstances that will result in compliance with any applicable laws and regulations. Persons
into whose possession this Offering Circular or any Notes may come must inform themselves
about, and observe, any such restrictions on the distribution of this Offering Circular and the
offering and sale of Notes. In particular, there are restrictions on the distribution of this Offering
Circular and the offer or sale of Notes in the United States, the United Kingdom, Japan, France,
Germany, The Netherlands and Italy, see "Subscription and Sale and Selling and Transfer
Restrictions".
In making an investment decision, investors must rely on their own examination of the relevant
Issuer and ENEL (where the relevant Issuer is not ENEL) and the terms of the Notes being
offered, including the merits and risks involved. The Notes described herein have not been
approved or disapproved by the United States Securities and Exchange Commission or any
state securities commission or other regulatory authority in the United States, nor have any of
the foregoing authorities passed upon or endorsed the merits of this offering or the accuracy or
adequacy of this Offering Circular. Any representation to the contrary is unlawful.
None of the Dealers and the Obligors makes any representation to any investor in the Notes
regarding the legality of its investment under any applicable laws. Any investor in the Notes
should be able to bear the economic risk of an investment in the Notes for an indefinite period
of time.
U.S. INFORMATION
If so specified in the applicable Pricing Supplement, this Offering Circular may be submitted on
a confidential basis in the United States to a limited number of QIBs (as defined under "Form of
the Notes") for informational use solely in connection with the consideration of the purchase of
the Notes being offered hereby. Its use for any other purpose in the United States is not
authorised. It may not be copied or reproduced in whole or in part nor may it be distributed or
any of its contents disclosed to anyone other than the prospective investors to whom it is
originally submitted.
If so specified in the applicable Pricing Supplement, Registered Notes may be offered or sold
within the United States only to QIBs in transactions exempt from registration under the
Securities Act. Each U.S. purchaser of Registered Notes is hereby notified that the offer and sale
of any Registered Notes to it may be being made in reliance upon the exemption from the
registration requirements of the Securities Act provided by Rule 144A under the Securities Act.
Each initial and subsequent purchaser of Notes will be deemed, by its acceptance or purchase
thereof, to have made certain acknowledgements, representations and agreements intended to
restrict the resale or other transfer of such Note, as described in this Offering Circular and the
applicable Pricing Supplement, and, in connection therewith, may be required to provide
confirmation of its compliance with such resale or other transfer restrictions in certain cases.
See "Form of the Notes" and "Subscription and Sale and Selling and Transfer Restrictions".
Unless otherwise stated, terms used in this paragraph have the meanings given to them in
"Form of the Notes".
Notwithstanding any limitation on disclosure provided for in this Offering Circular, its contents,
or any associated Pricing Supplement, and effective from the date of commencement of
discussions concerning any of the transactions contemplated hereby (the "Transactions"), each
3

recipient of this Offering Circular or any associated Pricing Supplement (a "Recipient") (and
each employee, representative, or other agent of any such Recipient) may disclose to any and
all persons, without limitation of any kind, the tax treatment and tax structure of the Transactions
and all materials of any kind (including opinions or other tax analyses) that are provided to it
relating to such tax treatment and tax structure, except to the extent that any such disclosure
could reasonably be expected to cause this Programme, or any issue of Notes thereunder not
to be in compliance with securities laws. For purposes of this paragraph, the tax treatment of
the Transactions is the purported or claimed U.S. Federal income tax treatment of the
Transactions, and the tax structure of the Transactions is any fact that may be relevant to
understanding the purported or claimed U.S. Federal income tax treatment of the Transaction.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE
HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES WITH
THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY
REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES
A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED
UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT
NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A
TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE
MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY
PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE,
TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT, ANY REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
AVAILABLE INFORMATION
To permit compliance with Rule 144A in connection with any resales or other transfers of Notes
that are "restricted securities" within the meaning of the Securities Act, each Obligor has
undertaken in a deed poll dated 10th May, 2001 (the "Deed Poll") to furnish, upon the request of
a holder of such Notes or any beneficial interest therein, to such holder or to a prospective
purchaser designated by him, the information required to be delivered under Rule 144A(d)(4)
under the Securities Act if, at the time of the request, the relevant Issuer is neither a reporting
company under Section 13 or 15(d) of the U.S. Securities Exchange Act of 1934, as amended,
(the "Exchange Act") nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder.
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES
Each Obligor is a corporation organised under the laws of that Obligor's jurisdiction of
incorporation, as set out on the front cover of this Offering Circular. All of the officers and
directors named herein reside outside the United States and all or a substantial portion of the
assets of each Obligor and of such officers and directors are located outside the United States.
As a result, it may not be possible for investors to effect service of process outside of any such
Obligor's jurisdiction of incorporation upon any such Obligor or such persons, or to enforce
judgments against them obtained in courts outside of any such Obligor's jurisdiction of
incorporation predicated upon civil liabilities of any such Obligor or such directors and officers
under laws other than of any such Obligor's jurisdiction of incorporation law, including any
judgment predicated upon United States federal securities laws. Each Obligor acknowledges
that there is doubt as to the enforceability in such Obligor's jurisdiction of incorporation in
original actions or in actions for enforcement of judgments of United States courts of civil
liabilities predicated solely upon the federal securities laws of the United States.
4

PRESENTATION OF FINANCIAL AND OTHER INFORMATION
ENEL maintains its financial books and records and prepares its financial statements in euro in
accordance with generally accepted accounting principles in Italy and ENEL B.V. maintains its
financial books and records and prepares its financial statements in euro in accordance with
generally accepted accounting principles in The Netherlands, both of which differ in certain
important respects from generally accepted accounting principles in the United States.
All references in this document to "euro" and "h" refer to the currency introduced at the start of
the third stage of European economic and monetary union pursuant to the Treaty establishing
the European Community, as amended. In addition, references to "lire", refer to Italian lire and to
"U.S.$" refer to United States dollars and "Sterling" and "£" refer to pounds sterling.
5

TABLE OF CONTENTS
Page
Documents Incorporated by Reference
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General Description of the Programme
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Summary of the Programme
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Form of the Notes ..
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Terms and Conditions of the Notes
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Use of Proceeds
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Capitalisation of ENEL ..
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Capitalisation of ENEL B.V.
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Summary Financial Statements of ENEL
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Summary Financial Statements of ENEL B.V. ..
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Description of ENEL
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Description of ENEL B.V.
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Book-Entry Clearance Systems
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Taxation ..
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Subscription and Sale and Selling and Transfer Restrictions ..
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General Information
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In connection with the issue and distribution of any Tranche of Notes, the Dealer (if any)
disclosed as the stabilising manager in the applicable Pricing Supplement or any person acting
for him may over-allot or effect transactions with a view to supporting the market price of the
Notes of the Series (as defined below) of which such Tranche forms part at a level higher than
that which might otherwise prevail for a limited period. However, there may be no obligation on
the stabilising manager or any agent of his to do this. Such stabilising, if commenced, may be
discontinued at any time and must be brought to an end after a limited period. Such stabilising
may include the purchase of Notes to stabilise their market price, the purchase of Notes to cover
some or all of a short position in the Notes maintained by the stabilising manager and the
imposition of penalty bids. For a description of these activities, see "Subscription and Sale and
Selling and Transfer Restrictions".
6

DOCUMENTS INCORPORATED BY REFERENCE
The following documents published or issued from time to time after the date hereof shall be deemed
to be incorporated in, and to form part of, this Offering Circular:
(a)
the most recently published audited non-consolidated annual financial statements of ENEL B.V.
and the most recently published audited consolidated and non-consolidated annual financial
statements of ENEL and, if published later, the most recently published interim unaudited non-
consolidated financial statements (if any) of ENEL B.V. and the most recently published interim
unaudited consolidated financial statements (if any) of ENEL, see "General Information" for a
description of the financial statements currently published by each Obligor; and
(b)
all supplements or amendments to this Offering Circular circulated by the Obligors from time to
time,
save that any statement contained herein or in a document which is deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for the purpose of this Offering Circular
to the extent that a statement contained in any such subsequent document which is deemed to be
incorporated by reference herein modifies or supersedes such earlier statement (whether expressly, by
implication or otherwise). Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Offering Circular.
Each Obligor will provide, without charge, to each person to whom a copy of this Offering Circular has
been delivered, upon the request of such person, a copy of any or all of the documents deemed to be
incorporated herein by reference unless such documents have been modified or superseded as
specified above. Requests for such documents should be directed to an Obligor at its office set out at
the end of this Offering Circular. In addition, such documents will be available, without charge, from the
principal office in Luxembourg of Deutsche Bank Luxembourg S.A. (the "Luxembourg Listing Agent")
for Notes listed on the Luxembourg Stock Exchange.
The Obligors will, in connection with the listing of the Notes on the Luxembourg Stock Exchange, so
long as any Note remains outstanding and listed on such exchange, in the event of any material change
in the condition of either Obligor which is not reflected in this Offering Circular, prepare a supplement
to this Offering Circular or publish a new Offering Circular for use in connection with any subsequent
issue of the Notes to be listed on the Luxembourg Stock Exchange.
If the terms of the Programme are modified or amended in a manner which would make this Offering
Circular, as so modified or amended, inaccurate or misleading, a new offering circular will be prepared.
7

GENERAL DESCRIPTION OF THE PROGRAMME
Under the Programme, each Issuer may from time to time issue Notes denominated in any currency,
subject as set out herein. A summary of the terms and conditions of the Programme and the Notes
appears below. The applicable terms of any Notes will be agreed between the relevant Issuer and the
relevant Dealer prior to the issue of the Notes and will be set out in the Terms and Conditions of the
Notes endorsed on, attached to, or incorporated by reference into, the Notes, as modified and
supplemented by the applicable Pricing Supplement attached to, or endorsed on, such Notes, as more
fully described under "Form of the Notes" below.
This Offering Circular and any supplement will only be valid for listing Notes on the Luxembourg Stock
Exchange during the period of 12 months from the date of this Offering Circular in an aggregate nominal
amount which, when added to the aggregate nominal amount then outstanding of all Notes previously
or simultaneously issued under the Programme, does not exceed e10,000,000,000 or its equivalent in
other currencies. For the purpose of calculating the euro equivalent of the aggregate nominal amount
of Notes issued under the Programme from time to time:
(a)
the euro equivalent of Notes denominated in another Specified Currency (as specified in the
applicable Pricing Supplement in relation to the Notes, described under "Form of the Notes") shall
be determined, at the discretion of the relevant Issuer, either as of the date on which agreement
is reached for the issue of Notes or on the preceding day on which commercial banks and foreign
exchange markets are open for business in London, in each case on the basis of the spot rate for
the sale of the euro against the purchase of such Specified Currency in the London foreign
exchange market quoted by any leading international bank selected by the relevant Issuer on the
relevant day of calculation;
(b)
the euro equivalent of Dual Currency Notes, Index Linked Notes and Partly Paid Notes (each as
specified in the applicable Pricing Supplement in relation to the Notes, described under "Form of
the Notes") shall be calculated in the manner specified above by reference to the original nominal
amount on issue of such Notes (in the case of Partly Paid Notes regardless of the subscription
price paid); and
(c)
the euro equivalent of Zero Coupon Notes (as specified in the applicable Pricing Supplement in
relation to the Notes, described under "Form of the Notes") and other Notes issued at a discount
or a premium shall be calculated in the manner specified above by reference to the net proceeds
received by the relevant Issuer for the relevant issue.
8

SUMMARY OF THE PROGRAMME
The following summary does not purport to be complete and is taken from, and is qualified in its entirety
by, the remainder of this Offering Circular and, in relation to the terms and conditions of any particular
Tranche of Notes, the applicable Pricing Supplement. Words and expressions defined in "Form of the
Notes" and "Terms and Conditions of the Notes" below shall have the same meanings in this summary.
Issuers:
ENEL Società per Azioni
ENEL Investment Holding B.V.
Guarantor:
ENEL Società per Azioni
Description:
Global Medium Term Note Programme
Arrangers:
Deutsche Bank AG London
J.P. Morgan Securities Ltd.
Dealers:
ABN AMRO Bank N.V.
Banca IMI S.p.A.
Barclays Bank PLC
BNP Paribas
Caboto SIM S.p.A.
Citigroup Global Markets Limited
Deutsche Bank AG London
J.P. Morgan Securities Ltd.
Lehman Brothers International (Europe)
Mediobanca-Banca di Credito Finanziario S.p.A.
Merrill Lynch International
UBS Limited
and any other Dealers appointed in accordance with the
Programme Agreement.
Certain Restrictions:
Each issue of Notes denominated in a currency in respect of
which particular laws, guidelines, regulations, restrictions or
reporting requirements apply will only be issued in
circumstances which comply with such laws, guidelines,
regulations, restrictions or reporting requirements from time to
time (see "Subscription and Sale and Selling and Transfer
Restrictions") including the following restrictions applicable at the
date of this Offering Circular.
Swiss Francs
Issues of Notes denominated in Swiss francs or carrying a Swiss
franc-related element with a maturity of more than one year
(other than Notes privately placed with a single investor with no
publicity) will be effected in compliance with the relevant
regulations of the Swiss National Bank based on article 7 of the
Federal Law on Banks and Savings Banks of 8th November,
1934 (as amended) and article 15 of the Federal Law on Stock
Exchanges and Securities Trading of 24th March, 1995 in
connection with article 2, paragraph 2 of the Ordinance of the
Federal Banking Commission on Stock Exchanges and
Securities Trading of 2nd December, 1996. Under the said
regulations, the relevant Dealer or, in the case of a syndicated
issue, the lead manager (the "Swiss Dealer"), must be a bank
domiciled in Switzerland (which includes branches or
subsidiaries of a foreign bank located in Switzerland) or a
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securities dealer duly licensed by the Swiss Federal Banking
Commission pursuant to the Federal Law on Stock Exchanges
and Securities Trading of 24th March, 1995. The Swiss Dealer
must report certain details of the relevant transaction to the
Swiss National Bank no later than the Issue Date of the relevant
Notes.
Notes having a maturity of less than one year
Notes having a maturity of less than one year will, if the proceeds
of the issue are accepted in the United Kingdom, constitute
deposits for the purposes of the prohibition on accepting
deposits contained in section 19 of the Financial Services and
Markets Act 2000 unless they are issued to a limited class of
professional investors and have a denomination of at least
£100,000 or its equivalent (see "Subscription and Sale and
Selling and Transfer Restrictions").
Issuing and Principal Paying Agent:
JPMorgan Chase Bank, London office
Registrar:
JPMorgan Chase Bank, New York office
Programme Size:
Up to e10,000,000,000 (or its equivalent in other currencies
calculated as described under "General Description of the
Programme") outstanding at any time. The Obligors may
increase the amount of the Programme in accordance with the
terms of the Programme Agreement.
Distribution:
Notes may be distributed by way of private or public placement
and in each case on a syndicated or non-syndicated basis.
Currencies:
Subject to any applicable legal or regulatory restrictions, any
currency agreed between the relevant Issuer and the relevant
Dealer.
Redenomination:
The applicable Pricing Supplement may provide that certain
Notes may be redenominated in euro.
Maturities:
Such maturities as may be agreed between the relevant Issuer
and the relevant Dealer, subject to such minimum or maximum
maturities as may be allowed or required from time to time by the
relevant central bank (or equivalent body) or any laws or
regulations applicable to the relevant Issuer or the relevant
Specified Currency.
Issue Price:
Notes may be issued on a fully-paid or a partly-paid basis and at
an issue price which is at par or at a discount to, or premium
over, par. Special tax rules may apply to Notes which are issued
at a discount to par, see "Taxation".
Form of Notes:
The Notes will be issued in bearer or registered form as
described in "Form of the Notes". Registered Notes will not be
exchangeable for Bearer Notes and vice versa.
Fixed Rate Notes:
Fixed interest will be payable on such date or dates as may be
agreed between the relevant Issuer and the relevant Dealer and
on redemption and will be calculated on the basis of such Day
Count Fraction as may be agreed between the relevant Issuer
and the relevant Dealer.
Floating Rate Notes:
Floating Rate Notes will bear interest at a rate determined:
10