FORM
6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report
of Foreign Issuer
Pursuant
to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For
the month of July, 2021
Commission
File Number: 001-12440
Enel
Américas S.A.
(Translation of Registrant’s Name into English)
Santa
Rosa 76
Santiago, Chile
(Address of principal executive office)
Indicate
by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or Form 40-F:
Form 20-F [X] Form 40-F [ ]
Indicate
by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes [ ] No [X]
Indicate
by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes [ ] No [X]
SIGNIFICANT EVENT
Enel Américas S.A.
Securities Registration Record No. 175
Santiago, July 27, 2021
Ger. Gen. No. 26 /2021
Mr. Joaquín Cortez Huerta
Chairman
Financial Market Commission
Av. Libertador General Bernardo O’Higgins No. 1449
Santiago, Chile
Ref: Significant Event
Dear Sir,
In accordance with articles 9 and 10, paragraph
two, under Securities Market Law No. 18,045, and as established under General Norm No. 30 of the Financial Market Commission (FMC) I,
duly authorized, hereby inform you that today the subsidiaries of Enel Américas, Emgesa S.A. ESP, Codensa S.A. ESP, Enel Green
Power Colombia S.A.S., and ESSA2 SpA, held their respective General Shareholders' Meetings in which, among other issues, they approved
the merger commitment between the companies Emgesa S.A. ESP (Absorbing Company), Codensa S.A. ESP, Enel Green Power Colombia S.A.S. ESP,
and ESSA2 SpA (Absorbed Companies).
As a result of the terms of trade and the agreements
between Enel Américas S.A. and Grupo Energía Bogotá S.A. ESP (GEB), the final shareholding composition of the Absorbing
Company will be as follows: i) Enel Américas S.A. 57.345%; ii) Grupo Energía Bogotá S.A. ESP 42.515%, and iii) other
minority shareholders 0.140%.
The merger must subsequently be approved by the Bondholders’
Meeting of Emgesa S.A. ESP and Codensa S.A. ESP, and then undergo a prior authorization procedure by the Superintendency of Companies
of Colombia so it may subsequently come into effect.
Further details can be found in the relevant publications
made by Emgesa S.A. ESP and Codensa S.A. ESP in Colombia, together with their respective annexes, all of which are included herein.
Yours truly,
Maurizio Bezzeccheri
General Manager
Enel Américas S.A.
cc.: Banco Central de Chile (Central
Bank of Chile)
Bolsa de Comercio de Santiago (Santiago Stock Exchange)
Bolsa Electrónica de Chile (Chilean Electronic Stock
Exchange)
Banco Santander Santiago - Representante de Tenedores de
Bonos (Local Bondholders Representative)
Depósito Central de Valores SA (Central Securities
Depositary)
Comisión Clasificadora de Riesgo (Risk Classification
Commission)
CODENSA S.A. E.S.P
DECISIONS TAKEN AT THE MEETING
July 27, 2021
Codensa S.A. ESP (the “Company”) informs that,
on July 27, 2021, the Company’s General Shareholders’ Meeting, at its extraordinary session, approved the merger commitment
between the companies Emgesa S.A. ESP (absorbing), Codensa S.A. ESP, Enel Green Power Colombia S.A.S. ESP, and ESSA2 SpA (absorbed) (see
annex).
CODENSA S.A. E.S.P
DECISIONS TAKEN AT THE MEETING
July 27, 2021
Codensa S.A. ESP reported that, on July 27, 2021, its General
Shareholders’ Meeting, at its extraordinary session, approved the partial distribution of retained profits and the extraordinary
payment of dividends (see annex).
CODENSA S.A. E.S.P
RETAINED DISTRIBUTABLE PROFITS WITH CUT-OFF DATE AS OF APRIL 2021
(FIGURES IN $COP)
|
Year
|
Retained profits
|
|
2016
|
123,965,715,570.00
|
|
2017
|
187,045,785,431.00
|
|
2018
|
182,592,254,845.00
|
|
2019
|
246,827,155,832.00
|
|
2020
|
84,254,041,738.60
|
|
TOTAL DISTRIBUTABLE RETAINED PROFITS
|
824,683,953,416.60
|
|
50% of distributable retained profits
|
(412,341,976,708.30)
|
|
|
|
|
At the disposal of the meeting
|
412,341,976,708.30
|
|
Extraordinary dividends: Over 134,875,450 of the company’s outstanding shares that shall be paid in cash at $3,057.2055678650 per share, with payment date in the month of December 2021 according to the Company’s cash flow availability.
|
412,341,976,708.30
|
CODENSA S.A. E.S.P
PROFIT AND LOSS PROJECT APPROVED BY THE MEETING
July 27, 2021
Codensa S.A. ESP reported that, on July 27, 2021, its General
Shareholders’ Meeting, in its extraordinary session, approved the modification of the dividend payment approved at the ordinary
meeting of the highest corporate bodies, corresponding to the 2020 financial year (see annex).
CODENSA S.A. E.S.P
DECISIONS TAKEN AT THE MEETING
July 27, 2021
Codensa S.A. ESP, reported, on July 27, 2021, that the General
Shareholders' Meeting, in its extraordinary session, approved the ratification of the lifting of the conflict of interest for the directors
in relation to the merger between the companies Emgesa S.A. ESP (absorbing), Codensa S.A. ESP, Enel Green Power Colombia S.A.S. ESP, and
ESSA2 SpA (absorbed).
CODENSA S.A. E.S.P
DECISIONS TAKEN AT THE MEETING
July 27, 2021
Codensa S.A. ESP (the "Company") informs that,
on July 27, 2021, the General Shareholders’ Meeting of the Company, in its extraordinary session, approved the merger commitment
between the companies Emgesa S.A. ESP (Absorbing Company), Codensa S.A. ESP, Enel Green Power Colombia S.A.S. ESP, and ESSA2 SpA (Absorbed
Companies)
The merger operation (the "Operation") will bring,
among others, the following benefits:
|
|
i.
|
Integration into a single company may create
certain synergies, because the participating companies operate substantially in the same sector.
|
|
|
ii.
|
The purpose of the Operation is to increase
the profit of the participating companies by combining the assets of each one of them.
|
|
|
iii.
|
The Operation will lead to convergence to
a single business model that makes it possible to distribute, in a coordinated manner, the participating companies’ products and
services, offering the Colombian consumer a unified value proposition.
|
|
|
iv.
|
The Operation appears to be an ideal option
to unify the operations of the Companies in a single corporate vehicle, thus seeking to reduce the impact of fixed costs by eliminating
duplicated functions; reach strengthened equity and optimize the Absorbing Company’s administrative management of the business by
eliminating procedures, simplifying tax obligations compliance, accounting and routine reports sent to the different authorities and,
in general, procedures that could be simplified, policies that could be harmonized, and controls maximized. Furthermore, it would also
achieve a better and more efficient execution of the Companies’ commercial and social activities, without violating third-party
rights.
|
This merger operation seeks to create a more robust company,
which will allow us to face competition in the energy and non-conventional renewable energy sector with greater efficiency and strength.
Pursuant to the special purpose financial statements as of
April 30, 2021, duly certified and audited, the subscribed and paid-up capital and assets and liabilities of each of the companies involved
in the merger process are as follows (in thousands of Colombian pesos):
|
Company name
|
Total assets
|
Total Liabilities
|
Subscribed and paid-up capital
|
|
Emgesa S.A. ESP
|
$ 9,125,369,773
|
$ 4,593,750,668
|
$ 655,222,313
|
|
Codensa S.A. ESP
|
$ 8,728,407,847
|
$ 5,750,232,507
|
$ 13,487,545
|
|
Enel Green Power Colombia S.A.S. ESP
|
$ 653,624,720
|
$ 99,376,618
|
$ 6,263,213
|
|
ESSA 2 S.p.A
|
$ 2,477,423,385
|
$0
|
$ 2,473,245,049
|
As for the valuation method, we would like to mention that
the deducted cash flows as of December 31, 2020, were used (according to the “Locked-Box”1
valuation methodology)
1
The Locked Box methodology establishes that companies are valued
at a past date and, so as not to alter the valuation of the companies between that date and the effective date of the merger, the following
principles are established for that period:
- Nothing material must has happened since the date of the Locked
Box (past) until the time of the settlement agreement on the valuations and the redemption.
- Companies
cannot be decapitalized or distribute dividends (which were not foreseen in the valuation), or increase/reduce capital (not foreseen),
amongst others.
- Management decisions cannot be
made outside the ordinary course of business and, if necessary, would require the approval of the counterpart.
- No other
reorganization of the companies may be liquidated, merged, split, or performed.
and adjusted for the Companies’ Net Financial Debt
as of December 2020, the following additional adjustments are made: (i) subtracting from the
equity value of Emgesa and Codensa respectively (which include 50% of the extraordinary dividends of the retained profits of the years
2016 to 2020, and the ordinary dividends decreed in 2020) the current value of the dividends to be decreed by Emgesa and Codensa prior
to the Operation, for a total amount of COP $2,958 billion; (ii) adding the current value of the capitalization of EGP Colombia of COP
$2,175 billion to be carried out by Enel Américas S.A.; and (iii) valuing the shares with preferential right to GEB by discounting
dividends associated with this class of shares.
As a result of the described application, we present the
following valuation:
|
Company
|
Equity Value
|
Enel
|
GEB
|
Minorites
|
|
|
COP mn
|
%
|
COP mn
|
COP mn
|
COP mn
|
|
|
|
|
|
|
|
|
|
|
Emgesa
|
13,889,393
|
45.3%
|
6,733,893
|
7,154,908
|
682
|
|
|
Codensa
|
11,263,343
|
36.7%
|
5,440,489
|
5,780,519
|
42,336
|
|
|
Colombia EGP
|
2,559,818
|
8.3%
|
2,559,818
|
|
|
|
|
ESSA 2
|
2,960,201
|
9.7%
|
2,960,201
|
|
|
|
|
Total Equity Value
|
30,672,756
|
100%
|
17,694,311
|
12,935,427
|
43,018
|
|
|
Pref. Dividend
|
|
|
|
174,600
|
|
Total
|
|
Total Equity Value + Pref. Dividend
|
17,694,311
|
13,110,027
|
43,018
|
30,847,356
|
From these valuations, the following terms of trade were
calculated:
|
|
(i)
|
The value of Emgesa’s ordinary shares
is COP$11,935.12019 billion, so Emgesa’s value per ordinary share is COP$93,271.14.
|
|
|
(ii)
|
The value of Emgesa’s preferred shares
is COP$2,045.1729 billion, so Emgesa’s value per preferred share is COP$97,609.50.
|
|
|
(iii)
|
The value of Codensa’s ordinary shares
is COP$9,592.2570 billion, so Codensa’s value per ordinary share is COP$83,509.22.
|
|
|
(iv)
|
The value of Codensa’s preferred shares
is COP$1,754.7861 billion, so Codensa’s value per preferred share is COP$87,691.96.
|
|
|
(v)
|
The value of EGP Colombia’s ordinary
shares is COP$ 2,559.8184 billion, so the value per ordinary share of EGP Colombia is COP$ 408,706.91.
|
|
|
(vi)
|
The value of ESSA’s ordinary shares
is COP$2,960.201492 billion, so ESSA’s value per ordinary share is COP$6,924.46.
|
It should be noted that the company resulting from the merger
will keep the capital held by Emgesa prior to the Operation, as it is considered to be sufficiently robust, clarifying that it will be
made up exclusively of ordinary shares and redistributing it among the shareholders of the participating companies, assigning the percentage
of participation in accordance with the terms of trade indicated above. Thus, once the merger is completed, the Absorbing Company will
have a subscribed and paid-up capital of one hundred and
For the purposes of this merger
commitment, the Locked Box methodology used as of 31/12/2020, establishes that for financial,
valuation, exchange equation and share exchange purposes, the merger between the four companies occurred on 12/31/2020.
forty-eight million nine hundred and fourteen thousand
one hundred and sixty-two ordinary shares (148,914,162) of nominal value of four thousand four hundred pesos (COP$ 4,400) each.
As a result of the terms of trade, the resulting shareholding
composition of the Absorbing Company shall be as follows:
|
Shareholder
|
No. of shares
|
Percentage
|
|
Enel Américas S.A.
|
85,418,331
|
57.361%
|
|
Grupo Energía Bogotá S.A. E.S.P.
|
63,288,040
|
42.500%
|
|
Other minority shareholders
|
207,791
|
0.139%
|
|
TOTAL
|
148,914,162
|
100.00%
|
The meeting also explained that, as a result of the agreements
between Enel Américas S.A. and Grupo Energía Bogotá S.A. ESP (GEB), compensation will be made in shares in favor
of GEB and some other minority shareholders, thereby proportionally reducing the shareholding of Enel Américas. This way, the shareholding
composition of the Absorbing Company once this compensation has been completed will be as follows:
|
Shareholder
|
No. of shares
|
Percentage
|
|
Enel Américas S.A.
|
85,394,808
|
57.345%
|
|
Grupo Energía Bogotá S.A. E.S.P.
|
63,311,437
|
42.515%
|
|
Other minority shareholders
|
207,917
|
0.140%
|
|
TOTAL
|
148,914,162
|
100.00%
|
The Operation must subsequently be approved by the Meetings
of Bondholders of Emgesa S.A. ESP and the Company, and then undergo a prior authorization procedure by the Superintendency of Companies
so it may come into effect.
EMGESA S.A. E.S.P
DECISIONS TAKEN AT THE MEETING
July 27, 2021
Emgesa S.A. ESP (the "Company") informs that,
on July 27, 2021, the Company’s General Shareholders Meeting, in its extraordinary session, approved the merger commitment between
the companies Emgesa S.A. ESP (absorbing), Codensa S.A. ESP, Enel Green Power Colombia S.A.S. ESP, and ESSA2 SpA (absorbed) (see annex)
EMGESA S.A. E.S.P
DECISIONS TAKEN AT THE MEETING
July 27, 2021
Emgesa S.A. ESP reported that, on July 27, 2021, its General
Shareholders’ Meeting, in its extraordinary session, approved the partial distribution of retained profits and the extraordinary
payment of dividends (see annex).
PROFIT DISTRIBUTION PROJECT
EMGESA S.A. E.S.P
RETAINED DISTRIBUTABLE PROFITS WITH CUT OFF DATE AS OF APRIL 2021
(FIGURES IN $COP)
|
Year
|
Retained profits
|
|
2016
|
160,785,151,698.00
|
|
2017
|
266,116,705,462.00
|
|
2018
|
306,101,414,517.00
|
|
2019
|
369,645,665,411.00
|
|
2020
|
128,315,211,019.00
|
|
TOTAL DISTRIBUTABLE RETAINED PROFITS
|
1,230,964,148,017.00
|
|
50% of distributable retained profits
|
(615,482,074,008.50)
|
|
|
|
|
At the disposal of the meeting
|
615,482,074,008.50
|
|
Extraordinary dividends: Over 148,914,162 of the company’s outstanding shares that shall be paid in cash at $4,133.1332476524 per share, with payment date in the month of December 2021 according to the Company’s cash flow availability
|
615,482,074,008.50
|
EMGESA S.A. E.S.P
PROFIT AND LOSS PROJECT APPROVED BY THE MEETING
July 27, 2021
Emgesa S.A. ESP reported that, on July 27, 2021, its General
Shareholders’ Meeting, in its extraordinary session, approved the modification of the dividend payment approved at the ordinary
meeting of the highest corporate bodies, corresponding to the 2020 financial year (see annex).
EMGESA S.A. E.S.P
DECISIONS TAKEN AT THE MEETING
July 27, 2021
Emgesa S.A. ESP reported that, on July 27, 2021, in the
General Shareholders’ Meeting, in its extraordinary session, approved the ratification of the lifting of the conflict of interest
for the directors in relation to the merger between the companies Emgesa S.A. ESP (absorbing), Codensa S.A. ESP, Enel Green Power Colombia
S.A.S. ESP, and ESSA2 SpA (absorbed).
EMGESA S.A. E.S.P
DECISIONS TAKEN AT THE MEETING
July 27, 2021
Emgesa S.A. ESP (the "Company") informs that on
July 27, 2021, the Company’s General Shareholders' Meeting, in its extraordinary session, approved the merger commitment between
the companies Emgesa S.A. ESP (Absorbing Company), Codensa S.A. ESP, Enel Green Power Colombia S.A.S. ESP, and ESSA2 SpA (Absorbed Companies).
The merger operation (the "Operation") will bring,
among others, the following benefits:
|
|
(i)
|
Integration into a single company may create
certain synergies, since the participating companies operate substantially in the same sector.
|
|
|
(ii)
|
The purpose of the Operation is to increase
the profit of the participating companies by combining the assets of each one of them.
|
|
|
(iii)
|
The Operation will lead to convergence to
a single business model that makes it possible to distribute, in a coordinated manner, the participating companies’ products and
services, offering the Colombian consumer a unified value proposition.
|
|
|
(iv)
|
The Operation appears to be an ideal option
to unify the operations of the Companies in a single corporate vehicle, thus seeking to reduce the impact of fixed costs by eliminating
duplicated functions; reach strengthened equity, and optimize the Absorbing Company’s administrative management of the business
by eliminating procedures, simplifying tax obligations compliance, accounting and routine reports sent to the different authorities and,
in general, procedures that could be simplified, policies that could be harmonized and controls maximized. Furthermore, it would also
achieve a better and more efficient execution of the Companies’ commercial and social activities, without violating third-party
rights.
|
This merger operation seeks to create a more robust company,
which will allow us to face competition in the energy and non-conventional renewable energy sector with greater efficiency and strength.
Pursuant to the special purpose financial statements as of
April 30, 2021, duly certified and audited, the subscribed and paid-up capital and assets and liabilities of each of the companies involved
in the merger process are as follows (in thousands of Colombian pesos):
|
Company name
|
Total assets
|
Total Liabilities
|
Subscribed and paid-up capital
|
|
Emgesa S.A. ESP
|
$ 9,125,369,773
|
$ 4,593,750,668
|
$ 655,222,313
|
|
Codensa S.A. ESP
|
$ 8,728,407,847
|
$ 5,750,232,507
|
$ 13,487,545
|
|
Enel Green Power Colombia S.A.S. ESP
|
$ 653,624,720
|
$ 99,376,618
|
$ 6,263,213
|
|
ESSA 2 S.p.A
|
$ 2,477,423,385
|
$0
|
$ 2,473,245,049
|
As for the valuation method, we would like to mention that
the deducted cash flows as of December 31, 2020, were used (according to the “Locked-Box”2
valuation methodology) and adjusted for the Companies’ Net Financial Debt as of December 2020, the following additional adjustments
are made: (i) subtracting from the equity value of Emgesa and Codensa respectively (which include 50% of the extraordinary dividends of
the retained profits of the years 2016 to 2020, and the ordinary dividends decreed in 2020) the current value of the dividends to be decreed
by Emgesa and Codensa prior to the Operation, for a total amount of COP $2,958 billion; (ii) adding the current value of the capitalization
of EGP Colombia of COP $2,175 billion to be carried out by Enel Américas S.A.; and (iii) valuing the shares with preferential right
to GEB by discounting dividends associated with this class of shares.
As a result of the described application, we present the
following valuation:
|
Company
|
Equity Value
|
Enel
|
GEB
|
Minorities
|
|
|
COP mn
|
%
|
COP mn
|
COP mn
|
COP mn
|
|
|
|
|
|
|
|
|
|
|
Emgesa
|
13,889,393
|
45.3%
|
6,733,893
|
7,154,908
|
682
|
|
|
Codensa
|
11,263,343
|
36.7%
|
5,440,489
|
5,780,519
|
42,336
|
|
|
Colombia EGP
|
2,559,818
|
8.3%
|
2,559,818
|
|
|
|
|
ESSA 2
|
2,960,201
|
9.7%
|
2,960,201
|
|
|
|
|
Total Equity Value
|
30,672,756
|
100%
|
17,694,311
|
12,935,427
|
43,018
|
|
|
Pref. Dividend
|
|
|
|
174,600
|
|
TOTAL
|
|
Total Equity Value + Pref. Dividend
|
17,694,311
|
13,110,027
|
43,018
|
30,847,356
|
From these valuations, the following terms of trade were
calculated:
|
|
(i)
|
The value of Emgesa’s ordinary shares
is COP$11,935.12019 billion, so Emgesa’s value per ordinary share is COP$93,271.14.
|
|
|
(ii)
|
The value of Emgesa’s preferred shares
is COP$2,045.1729 billion, so Emgesa’s value per preferred share is COP$97,609.50.
|
|
|
(iii)
|
The value of Codensa’s ordinary shares
is COP$9,592.2570 billion, so Codensa’s value per ordinary share is COP$83,509.22.
|
2
The Locked Box methodology establishes that companies are valued
at a past date and, so as not to alter the valuation of the companies between that date and the effective date of the merger, the following
principles are established for that period:
- Nothing material must has happened since the date of the Locked
Box (past) until the time of the settlement agreement on the valuations and the redemption.
- Companies
cannot be decapitalized or distribute dividends (which were not foreseen in the valuation), or increase/reduce capital (not foreseen),
amongst others.
- Management decisions cannot be
made outside the ordinary course of business and, if necessary, would require the approval of the counterpart.
For the purposes of this merger commitment, the Locked
Box methodology used as of 31/12/2020, establishes that for
financial, valuation, exchange equation and share exchange purposes, the merger between the four companies occurred on 12/31/2020.
|
|
(iv)
|
The value of Codensa’s preferred shares
is COP$1,754.7861 billion, so Codensa’s value per preferred share is COP$87,691.96.
|
|
|
(v)
|
The value of EGP Colombia’s ordinary
shares is COP$ 2,559.8184 billion, so the value per ordinary share of EGP Colombia is COP$ 408,706.91.
|
|
|
(vi)
|
The value of ESSA’s ordinary shares
is COP$2,960.201492 billion, so ESSA’s value per ordinary share is COP$6,924.46.
|
It should be noted that the company resulting from the merger
will keep the capital held by Emgesa prior to the Operation, as it is considered to be sufficiently robust, clarifying that it will be
made up exclusively of ordinary shares and redistributing it among the shareholders of the participating companies, assigning the percentage
of participation in accordance with the terms of trade indicated above. Thus, once the merger is completed, the Absorbing Company will
have a subscribed and paid-up capital of one hundred and forty-eight million nine hundred and fourteen thousand one hundred and sixty-two
ordinary shares (148,914,162) of nominal value of four thousand four hundred pesos (COP$ 4,400) each.
As a result of the terms of trade, the resulting shareholding
composition of the Absorbing Company shall be as follows:
|
Shareholder
|
No. of shares
|
Percentage
|
|
Enel Américas S.A.
|
85,418,331
|
57.361%
|
|
Grupo Energía Bogotá S.A. E.S.P.
|
63,288,040
|
42.500%
|
|
Other minority shareholders
|
207,791
|
0.139%
|
|
TOTAL
|
148,914,162
|
100.00%
|
The meeting also explained that, as a result of the agreements
between Enel Américas S.A. and Grupo Energía Bogotá S.A. ESP (GEB), compensation will be made in shares in favor
of GEB and some other minority shareholders, thereby proportionally reducing the shareholding of Enel Américas. This way, the shareholding
composition of the Absorbing Company once this compensation has been completed will be as follows:
|
Shareholder
|
No. Of shares
|
Percentage
|
|
Enel Américas S.A.
|
85,394,808
|
57.345%
|
|
Grupo Energía Bogotá S.A. E.S.P.
|
63,311,437
|
42.515%
|
|
Other minority shareholders
|
207,917
|
0.140%
|
|
TOTAL
|
148,914,162
|
100.00%
|
The Operation must subsequently be approved by the Meetings
of Bondholders of Emgesa S.A. ESP and the Company, and then undergo a prior authorization procedure by the Superintendency of Companies
so it may come into effect.
SIGNATURES
Pursuant to the requirements of
the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
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Enel Américas S.A.
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By: /s/ Maurizio Bezzeccheri
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Title: Chief Executive Officer
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Date: July 27, 2021
Enel Americas (NYSE:ENIA)
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