Filed by Gas Natural SDG, S.A. pursuant to
Rule 425 of the Securities Act of 1933
Subject Company: Endesa, S.A.
Commission File No.: 333-07654
This communication is not an offering document and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. The exchange offer will commence only (1) following approval of a final offer document by the SpanishComisión Nacional del Mercado de Valores (CNMV) and publication thereof and (2) on or after the date on which Gas Natural SDG, S.A. (Gas Natural) files a Registration Statement on Form F-4 with the U.S. Securities and Exchange Commission (SEC) relating to the exchange offer.
Investors in ordinary shares of Endesa, S.A. (Endesa) should not subscribe for any securities referred to herein except on the basis of the final approved and published offer document that will contain information equivalent to that of a prospectus pursuant to Directive 2003/71/EC and Regulation (EC) No. 809/2004. Investors and security holders may obtain a free copy of such final offer document (once it is approved and published) at the registered offices of Gas Natural, Endesa, the CNMV or the Spanish Stock Exchanges.
Investors in American Depositary Shares of Endesa and U.S. holders of ordinary shares of Endesa are urged to read the U.S. prospectus and tender offer statement regarding the exchange offer, when it becomes available, because it will contain important information. The U.S. prospectus and tender offer statement will be filed with the SEC as part of its Registration Statement on Form F-4. Investors and security holders may obtain a free copy of the U.S. prospectus and tender offer statement (when available) and other documents filed by Gas Natural with the SEC at the SEC’s website at www.sec.gov. A free copy of the U.S. prospectus and tender offer statement (when available) may also be obtained for free from Gas Natural.
These materials may contain forward-looking statements based on management’s current expectations or beliefs. These forward-looking statements may relate to, among other things:
| • | management strategies; |
| • | synergies and cost savings; |
| • | integration of the businesses; |
| • | market position; |
| • | expected gas and electricity mix and volume increases; |
| • | planned asset disposals and capital expenditures; |
| • | net debt levels and EBITDA and earnings per share growth; |
| • | dividend policy; and |
| • | timing and benefits of the offer and the combined company. |
These forward-looking statements are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forwarding-looking statements, including, but not limited to, changes in regulation, the natural gas and electricity industries and economic conditions; the ability to integrate the businesses; obtaining any applicable governmental approvals and complying with any conditions related thereto; costs relating to the offer and the integration; litigation; and the effects of competition.
Forward-looking statements may be identified by words such as “believes,” “expects,” “anticipates,” “projects,” “intends,” “should,” “seeks,” “estimates,” “future” or similar expressions.
These statements reflect our current expectations. In light of the many risks and uncertainties surrounding these industries and the offer, you should understand that we cannot assure you that the forward-looking statements contained in these materials will be realized. You are cautioned not to put undue reliance on any forward-looking information.
This communication is not for publication, release or distribution in or into or from Australia, Canada or Japan or any other jurisdiction where it would otherwise be prohibited.
* * *
The following is a press release issued by Gas Natural SDG, S.A. in connection with the offer by Gas Natural SDG for 100% of the share capital of Endesa.
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 | Comunications Management
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FOR THE FIRST TIME GAS NATURAL IS ADDED TO THE DOW JONES GLOBAL SUSTAINABILITY INDEX AND RENEWS ON STOXX AND THE FTSE
• The Dow Jones Global Sustainability Index (DJSI World) is a grouping of 10% of companies from around the world with better economic, environmental and social conduct.
The Gas Natural Group has, for the first time, entered the world list of companies committed to sustainability and has remained in both the EuropeanDJSI Stoxx as well as the FTSE4GOOD social responsibility index series.
The inclusion of Gas Natural in DJSI World places the Group among the most highly valued companies on a global scale, as a result of its management of economic, environmental and social developments. Likewise, its inclusion in the EuropeanDJSI Stoxx for the second consecutive year and in FTSE4GOOD since 2001 confirms the company’s sound strategy.
The Dow Jones Sustainability Index annually reviews the performance of 2,500 selected companies and evaluates them over more than 50 general and specific criteria for each sector. Of the 26 companies in the gas distribution sector analyzed this year, only two have made it to DJSI World, and therefore Gas Natural SDG, S.A. is one of the five companies in the sector that is a world leader in sustainability.
The Group achieved its highest scores in Investor Relations and in Risk and Crisis Management, and has been recognized for its client relationship management. It has also been ranked as a leader in environmental impact development and gas plant management.
In environmental aspects, it raised its score by 22%, an increase that puts it well above the average of the other companies that were analyzed. In the social dimension, it increased its score by about 17%, a percentage increase much higher than that of the best company (5.6%) and higher than average.
Barcelona, September 27, 2005
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