PROSPECTUS SUPPLEMENT
To Prospectus dated February 15, 2018
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Enel Chile S.A.
Shares of Common Stock
Rights to Subscribe for Shares of Common Stock
We are offering to our common stockholders transferable rights to subscribe for an aggregate of 10,000,000,000 new shares of our common stock, without par value, in the Republic of Chile and outside Chile. Each share of our common stock held of record as of 11:59 p.m. (Santiago, Chile time) on February 9, 2018 entitles its holder to one transferable right to subscribe for 0.20370 new shares of our common stock. Five rights are required to subscribe for one new share of our common stock at the subscription price of Ch$82 per new share (the “Subscription Price”). We will accept subscriptions for whole shares only and will not issue fractional shares or cash in lieu of fractional shares. There will be no over-subscription privilege with respect to unsubscribed shares. Rights may only be exercised throughDepósito Central de Valores S.A. (the Chilean Central Securities Depositary, or the “DCV”), in whose book-entry registry such rights are registered, until 11:59 p.m. (Santiago time) on March 16, 2018 and you must pay the Subscription Price for new shares of our common stock in Chilean pesos.
This offering is part of a capital increase relating to a proposed tender offer we are making as part of a corporate reorganization. The capital increase was approved by our shareholders on December 20, 2017. All of the shares of our common stock to be issued in connection with the capital increase are subject to a preemptive rights offering under Chilean law. These shares of our common stock have been made available for the preemptive rights offering to which this prospectus supplement relates. See “Rights Offering.”
Holders of American Depositary Shares, or ADSs, each representing 50 shares of our common stock, will not receive rights to subscribe for new shares of common stock or new ADSs or have any right to instruct Citibank, N.A., as depositary (the “Depositary”), to subscribe on their behalf. The rights with respect to common stock represented by ADSs will be issued to the Depositary’s custodian in Chile, as the record holder of the shares of our common stock. Holders of ADSs who want to exercise or sell the rights corresponding to the common stock underlying such ADSs must surrender their ADSs to the Depositary prior to 4:00 p.m. (New York City time) on March 7, 2018 and instruct the Depositary to deliver both the underlying shares of common stock and the associated rights to a securities brokerage account in Chile specified by the holder. Cancellations of ADSs are subject to charges of the Depositary. Pursuant to the terms of the Deposit Agreement relating to the ADSs, we have delivered a notice to the Depositary that the capital increase is in connection with a reorganization transaction in which the primary goal is not to raise capital. As a result, the Depositary will not sell any rights held by the Depositary that remain unexercised at the end of the exercise period and will allow them to expire, and the ADS holders will not realize any value. See “Summary of the Rights Offering—Rights with respect to Shares Represented by ADSs.”
The rights will expire at 11:59 p.m. (Santiago, Chile time) on March 16, 2018. In order to exercise the rights, holders of the rights must comply with the procedures set forth in “Rights Offering—Offering to Holders of Common Stock.” The subscription, payment and delivery of new shares of our common stock pursuant an exercise of rights will occur following the announcement of effectiveness of the Reorganization (as defined below) pursuant the conditions described under the heading “The Reorganization—Conditions of the Reorganization.” Any rights unexercised at the end of the exercise period will expire without value or any payment to the holders of these unexercised rights. Holders of rights should carefully consider whether or not to exercise or sell their rights before they expire.
The capital increase is part of a corporate reorganization transaction (the “Reorganization”) by us involving: (i) a cash tender offer (the “Tender Offer”) by us for all outstanding shares of common stock (including in the form of American Depositary Shares (ADSs)) of our subsidiary Enel Generación Chile S.A. (“Enel Generación”), other than shares currently owned by us, which Tender Offer is subject to the condition to the acceptance of tenders that the tendering holders of Enel Generación shares and ADSs allocate a portion of the cash consideration for such Enel Generación shares and ADSs to subscribe for shares of our common stock at a subscription price of Ch$82 per share, which is the same price as the Subscription Price of the rights; (ii) the capital increase that is required in order to have a sufficient number of shares of our common stock available to issue to tendering holders of Enel Generación shares and ADSs in satisfaction of the Enel Chile share subscription condition of the Tender Offer described in clause (i); and (iii) a merger of Enel Green Power Latin América S.A., an affiliate company, with us.
In the event that, after expiration of the rights, there are new shares of our common stock that have not been subscribed for through the exercise of rights, we will allocate such unsubscribed new shares of our common stock at not less than the Subscription Price to those shareholders of Enel Generación who have validly tendered their Enel Generación shares and ADSs in the Tender Offer. The issuance of new shares of our common stock in the Tender Offer in the United States will be pursuant to a separate registration statement filed in connection with the Tender Offer.If holders of rights exercise too many rights in the preemptive rights offering, so that there are in insufficient number of new shares of our common stock available to deliver to tendering holders of Enel Generación shares and ADSs in satisfaction of the Enel Chile share subscription condition of the Tender Offer described above, the conditions of the Reorganization will not be satisfied and the Reorganization will not be completed.
The rights are transferable and will be listed on the Bolsa de Comercio de Santiago, Bolsa de Valores, or the Santiago Stock Exchange, the Bolsa Electrónica de Chile, Bolsa de Valores, or the Chilean Electronic Stock Exchange, and the Bolsa de Corredores, Bolsa de Valores, or the Valparaíso Stock Exchange. Trading in the rights on such exchanges is expected to commence on February 15, 2018 and continue until March 16, 2018. The rights will not be eligible for trading on any stock exchanges or trading systems in the United States.
Our common stock is traded on the Santiago Stock Exchange, the Chilean Electronic Stock Exchange and the Valparaíso Stock Exchange (collectively, the “Chilean Stock Exchanges”) under the symbol “ENELCHILE” and our ADSs are traded on the New York Stock Exchange (“NYSE”) under the symbol “ENIC”. On February 13, 2018, the closing prices on the NYSE per ADS and on the Santiago Stock Exchange per share were US$6.08 and Ch$72.64, respectively.
Investing in our common stock involves certain risks. See “Risk Factors” beginning onpage S-15 of this prospectus supplement and the risk factors contained in the documents incorporated by reference in this prospectus supplement and the accompanying prospectus. You should carefully consider the risk factors described in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus before you decide to purchase our common stock.
| | | | |
| | Subscription Price | | Proceeds to Company(1) |
Per new share of common stock | | Ch$82 | | Ch$82 |
Total offering | | Ch$820,000,000,000 | | Ch$820,000,000,000 |
(1) | Before deducting transaction expenses and commissions, if any, payable by the company. |
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined that this prospectus supplement or the accompanying prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
We and our common stock have been registered with theComisión para el Mercado Financiero (the Chilean Financial Market Commission, formerly known as the Superintendencia de Valores y Seguros), or the “CMF”. The CMF has not approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus or the Spanish language prospectus used in Chile is truthful or complete.
The date of this prospectus supplement is February 15, 2018.