Exhibit (C)(8)(H)
September 8, 2015 Strictly Private and Confidential
Preliminary Discussion on the Reorganization of Enersis S.A.
Prepared for the Directors’ Committee of Enersis S.A.
ENERSIS imtrust credicorpcapital
imtrust credicorpcapital
Important Information
This document has been prepared by IM Trust Asesorías Financieras S.A. (hereinafter “IM Trust”) at the request of the Directors’ Committee of Enersis S.A. (“Enersis” or the “Company”) for the private and exclusive use of the Company and its Directors’ Committee.
The recommendations and conclusions in this document constitute the best judgment or opinion of IM Trust with respect to the Reorganization of Enersis (as this term is defined below) at the time this document is issued, considering the methods used to this end and the information that was available. The conclusions of this document could change if other data or additional information becomes available. IM Trust will have no obligation whatsoever to give notice of such changes or of any modifications to the opinions or information contained in this document.
This document has been prepared by IM Trust on the sole and exclusive basis of the information delivered by Enersis and public information, and IM Trust has assumed that this information is fully complete and accurate without conducting any independent verification. As such, IM Trust assumes no liability with regard to the information reviewed or for the conclusions that may derive from any error, inaccuracy, and/or falsehood in such information.
Likewise, the conclusions in this document may be based on assumptions that are subject to significant uncertainties and economic and market contingencies, such as flows, projections, estimates, and assessments, whose occurrence may be difficult to foresee and many of which may even be outside the control of Enersis, to the extent that there exists no certainty as to the actual fulfillment of these assumptions. Under no circumstance may the use or inclusion of such flows, projections, or estimates be considered as a representation, guarantee, or prediction of IM Trust with respect to their occurrence or to their underlying assumptions.
Strictly Private and Confidential 2
Contents
imtrust credicorpcapital
1. Background Info and Structure of the Reorganization 4
2. Current Situation of Enersis 9
3. Scope of the Advisory Services 12
4. Reflections and Preliminary Conclusions 16
5. Annexes 18 a) Methods of the Advisory Services 19 b) Market Analysis 22 c) Organization of Enel 30
Strictly Private and Confidential 3
BACKGROUND INFO AND STRUCTURE OF THE
REORGANIZATION 1
imtrust credicorpcapital
Strictly Private and Confidential 4
Background Info on the Reorganization (1/3)
imtrust credicorpcapital
Enersis S.A. (“Enersis” or the “Company”) has notified the market that it is beginning a corporate reorganization process (the “Reorganization”), with the aim of:
1. Simplifying the corporate structure of the Company and the decision-making process
2. Facilitating understanding on the part of the market, thereby growing the value of all of the companies that comprise the Enersis group
The Reorganization is to include the separation of generation and distribution activities in Chile from the rest of the activities conducted outside Chile by the Enersis group, and is to be carried out in two stages:
Splitting of Empresa Nacional de Electricidad S.A. (“Endesa Chile”) and Chilectra S.A. (“Chilectra”), and Enersis, resulting in:
“Chilectra Américas”, to be assigned the holdings, assets, and liabilities held by Chilectra outside of Chile
Stage 1: • “Endesa Américas”, to be assigned the holdings, assets, and liabilities held by Endesa Chile outside of Chile, and
Splitting of
“Enersis Chile”, to be assigned the holdings, assets, and liabilities of Enersis in Chile, including the holdings in Chilectra and
Enersis,
Endesa Chile, Endesa Chile (after the splitting of those two companies) and Chilectra • The company to be spun off from Enersis (to be called “Enersis Américas”) will maintain the holdings, assets, and liabilities of Enersis outside of Chile, including the holdings in Chilectra Américas and Endesa Américas
Merger of the companies that constitute the holdings of Endesa Chile, Chilectra, and Enersis outside of Chile
Stage 2: • This is to be implemented by way of a merger through absorption into Enersis Américas of the companies Endesa América and
Merger into Enersis
Chilectra Américas
Américas
It is estimated that Stage 2 and the entire Reorganization could be completed during the third quarter of 2016
Enersis Chile and Enersis Américas are to be headquartered in Chile and their stock is to be traded in the same markets as Enersis
Neither of the operations described above would require any additional financial contribution on the part of shareholders
Strictly Private and Confidential 5
Background Info on the Reorganization (2/3)
imtrust credicorpcapital
I II Merger of Endesa Américas and Chilectra Américas Splitting of Enersis, Endesa Chile, and Chilectra into Enersis Américas
Enel SpA Enel SpA
100.0% 100.0%
Enel Enel Enel Enel Iberoamérica Latinoamérica Iberoamérica Latinoamérica
2
60.6% 60.6% 60.6% > 50.0%
Enersis Enersis Enersis Enersis Chile Américas Chile Américas Chilectra Endesa
1 Américas Américas
99.1% 60.0% 99.1% 60.0% 99.1% 60.0% Merger through absorption
Chilectra Endesa Chilectra Endesa Chilectra Endesa Chile Chile Américas Américas Chile Chile
1 Splitting of the assets of Chilectra and Endesa Chile outside of Chile into • Merger through absorption by Enersis Américas of the companies Chilectra new companies to be called Chilectra Américas and Endesa Américas, Américas and Endesa Américas respectively
The exchange ratios for the merger will be defined during the respective Splitting of the Chilean assets of Enersis into a new company to be called 2 shareholders’ meetings whereby the Reorganization is approved Enersis Chile
New companies resulting from the reorganization
Strictly Private and Confidential 6
Background Info on the Reorganization (3/3)
imtrust credicorpcapital
Main Conclusions and Considerations of the SVS on the Reorganization(1):
1. The rules on transactions with related parties set forth in Law 18,046 on Corporations are not applicable to the Reorganization; only the special provisions governing the stages of Reorganization will apply
2. The Reorganization is to be subject to the approval of the shareholders during the respective shareholders’ meetings
3. With regard to the merger process, reports issued by independent appraisers on the estimated value of the entities to be Position merged and the corresponding exchange ratios must be made available to the general public and the shareholders of the SVS 4. The Board of Directors must present its proposal to the shareholders during the respective shareholders’ meetings and must base such proposal on sufficient, broad, and timely information on the Reorganization as a whole i. The different stages must not be analyzed independently or separately ii. Under the consideration that the proposal is in the best interest of the shareholders
5. The SVS reserves the right to require other measures based on the complexity of the Reorganization process, including a requirement that the Directors’ Committee issue an express statement on the Reorganization
IM Trust Asesorías Financieras S.A. (“IM Trust”) serves as financial advisor to the Directors’ Committee of Enersis with regard to the
Reorganization, on the basis of:
The scope of work to which Article 147 of the Law on Corporations refers, with respect to independent appraisers, to include,
Role of among other components: (i) a description of the proposed operation; (ii) an analysis as to whether the Reorganization
IM Trust contributes to the best interest of the Company; and (iii) an assessment as to whether the Reorganization is consistent in price, terms, and market conditions
The requests for information and justification of the Reorganization as per the terms recommended by the SVS
(1) On July 20, 2015, in response to the private inquiry made by Enersis on May 18, 2015 and to the presentations made by AFP Habitat and AFP Capital, the SVS published an ordinary official letter responding to the presentations made within the framework of the Reorganization
Strictly Private and Confidential 7
Pro Forma Analysis of the Reorganization
imtrust credicorpcapital
Enersis
Operational Figures
Breakdown of EBITDA 2014 (millions of USD)(1)
Generación Distribución 23% 77%
4,089
4,089
3,137 EBITDA 2014 (USD mm)(1) 951
1,457
951 1,062
575
43 Enersis Enersis Enersis Chile Américas
38% 62%
16,868
Installed 10,517
23% 36% 26% 14% 1% Capacity 6,351
(MW)
Enersis Chile Enersis Américas Enersis Enersis Enersis
Chile Américas
Breakdown of EBITDA 2014(1) Breakdown of EBITDA 2014(1)
12% 88%
14.7
13.0 34% 18% Distribution
USD 951 USD 3,137 Customers 100% million million (millions) 1.7 1%
Enersis Enersis Enersis
47%
Chile Américas
25% 75%
Dx Dx
USD 951 Gx USD 3,137 2015—2019 9.6
33% 47% Gx Investment 7.2 million 67% million 53%
Plan (USD,
2.4 billions)
Source: Enersis. Enersis Enersis Enersis
EBITDA does not consider “other adjustments”, which have not been assigned to the indicated countries. Gx: Generation; Dx: Distribution Chile Américas (1) Considers USDCLP exchange rate of 570, equal to the average from 2014
Strictly Private and Confidential 8
CURRENT SITUATION OF ENERSIS 2
imtrust credicorpcapital
Strictly Private and Confidential 9
Stock Situation of Enersis
imtrust credicorpcapital
1 |
|
Behavior of the
Price of Enersis
Stock
2 |
|
Market multiples
of companies
from the
electricity sector
in Chile
3 |
|
Market discount
on target price of
Enersis
4 |
|
Liquidity of
Enersis and
Endesa Chile
The price of Enersis stock has fallen by 15.3%, 9.6%, and 5.9% in the past 5 years, 12 months, and 30 days, respectively.
The price of Enersis stock has increased by 4.0% since the capital increase in 2013, and has decreased by 12.0% since the announcement of the Reorganization
Change in the price of Enersis stock in the past 12 months has been below that of other companies from the electricity industry in Chile and in line with the IPSA
The average trading multiples, both in EV/EBITDA and particularly in P/U(1) (UDM and expected 2015E), of Enersis have been lower than other companies from the electricity sector in Chile
In the last three years, Enersis has traded with an average discount on its target price estimated by the studies departments of 11%, which is in line with the average of other companies from the electricity sector in Chile (12%)
Currently, Enersis stock is traded with a discount of 16%, which is above the average discount of other companies from the electricity sector in Chile (9%)
The ADTV(2) UDM of Enersis has been higher than the average of other companies from the electricity sector in Chile (USD 7.1 mm vs. USD 2.5 mm), while the trading multiples of Enersis have been lower than that of said companies
The ADTV UDM of Endesa Chile has been USD 5.7 mm and its trading multiples have been in line with other companies from the local electricity industry
Precio ENI IPSA
CLP IPSA
Announcement of the
240 7,500
Reorganization
210 Capital Increase
-12.0% |
| 5,500 |
180
150 3,500
120 1,500
Mar-13 Sep-13 Mar-14 Sep-14 Mar-15 Sep-15
UDM Multiples
EV/EBITDA 2015E P/U 2015E and pre- and
post-takeover(3)
price
34.0x
25.2x
18.6x |
| 18.8x 17.3x |
13.2x |
| 9.7x 11.1x 11.8x 23.0x |
6.4x |
| 6.9x 9.8x |
7.7x
Enersis Endesa Chile Colbún AES Gener E.CL CGE
Prior
Average last 3 years Current announcement
of takeover
20%
16% 16% 16%
11% 12% 7% 13% 7% 9%
2%
NA
Enersis Endesa Chile Colbún AES Gener E.CL CGE
EV/EBITDA 2015E
15x AES Gener
Endesa Chile
10x Colbún
5x E.CL Enersis
0x
0.0 |
| 2.5 5.0 7.5 10.0 |
ADTV UDM (USD millions)
Size of circle represents the current market capitalization
• |
| Source: Bloomberg and Capital IQ. Figures as on September 3, 2015 (1) Considers the earnings attributable to the parent company (2) Average Daily Trading Volume (3) The takeover bid was announced on October 10, 2014 |
Strictly Private and Confidential 10
Corporate Structure of Enersis
imtrust credicorpcapital
60% 99%
Latinoamérica exChile Chile
51% 51% 0. ,01% 60% 40% 4%
22% Fortaleza 22% CIEN 45% Costanera—Edelnor—Dock Sud 58% Celta 11% 11%—15% —
51% 45% 0. ,01% 39% 22% 4% Cachoeira
22% 10% Ampla 39% El Chocón—Codensa—Yacilec 58% Gas Atacama Dourada 11% 36%—9% —
30% 38% 22% 16% 46% -
13% Coelce 0. 0, 3% % Edesur 16% Emgesa—Cundinamarca—EEPSA 56% Pehuenche 22% 34%—4% —
21% 2%
37% Edegel 29% Transquillota
—
55% 0.,01% 1 Central 27% Cemsa 31% Hidroeléctrica
— de Aysen
Symbols
Propiedad Ownership(1) (1) Enersis Generation erac ón Distribution tr c ón
Ownership(1) Propiedad(1) Endesa Ch. Operating Filial Operat Subsidiary va
Ownership(1) Propiedad(1) Chilectra Transmission Transmisión Marketing Comercialización (1) Direct and indirect stake
Strictly Private and Confidential 11
SCOPE OF THE ADVISORY SERVICES 3
imtrust credicorpcapital
Strictly Private and Confidential 12
Analysis Framework
imtrust credicorpcapital
The advisory services to be performed by IM Trust with regard to the Reorganization will follow the framework for analysis below:
Impact of the
Reorganization on
the Value of
Enersis
Opinion on the
Terms of the
Reorganization
Strategic Sense
of the
Reorganization
Market Considerations on the Reorganization at Enersis
Marginal Impact on Value
Cash Flow Considerations
Stock/Market Considerations
Valuation of Enersis Américas, Endesa Américas, and Chilectra Américas
Estimate of the Exchange Ratios of the Merger
Discounted Cash Flow
Quotations and Market Comps
• Does it make sense to organize the Company based on geographic exposure?
Does it make sense to manage business in an integrated way (Gx/Dx)?
Does it make sense to reorganize the Company based on the management preferences of the industrial shareholder?
Opinion on whether the Reorganization
1. Conforms to market conditions
2. Contributes to the best interests of Enersis
Strictly Private and Confidential 13
Main Value Considerations
imtrust credicorpcapital
Cash Flow Factors
1 1
Impacts on EBITDA
Corporate governance (boards, regulations, etc.)
Structural costs
Operating costs
2
Cost of Corporate Debt
Impact on credit profile of surviving companies
Considerations based on allocation of net debt in process of Splitting
3
Tax Impact
Splitting and merger processes (one off)
Tax efficiency/inefficiency under new structure
4
Costs of the Transaction
Legal
Regulatory
Advisory
Liability managements
Other
Stock and Market Factors
5
Differentiation of business models
“Clientele effect” (interest of new investors):
Geographic/risk focus
Dividends policy/investment plan (income vs growth)
Best market comps by country
6
Simplification of corporate structure
Greater efficiency in decision-making process and approvals
Greater visibility and transparency of financial information
Clarity in investment vehicles
7
Liquidity
Impact on liquidity due to smaller size of surviving companies
Strictly Private and Confidential 14
Opinion on Exchange Ratios
imtrust credicorpcapital
In the last stage, the Reorganization is to include the merger between Enersis Américas, Endesa Américas, and Chilectra Américas
IM Trust will give an opinion on the ranges of the value of the exchange ratios (the “Exchange Ratios”) involved in the merger
The method to be used to issue opinion on the Exchange Ratios will be as follows:
DCF valuation of each of the companies that are to comprise Enersis Américas, Endesa
Américas, and Chilectra Américas
Discounted
Cash Flow • Valuations based on operational projections delivered by Enersis
(“DCF”) • Sum of parts valuation for Enersis Américas, Endesa Américas, and Chilectra Américas
Exchange Ratios based on relative valuations and composition of net debt of each company Exchange Ratios based on the ratios obtained separately
Valuation of each of the companies that are to comprise Enersis Américas, Endesa Américas, and from both methods Chilectra Américas, considering: Quotations Stock prices for the companies that are publicly traded
and Market
Market multiples of comparable publicly traded companies
Comps
Sum of parts valuation of Enersis Américas, Endesa Américas, and Chilectra Américas
Exchange Ratios based on relative valuations and composition of net debt of each company
Strictly Private and Confidential 15
REFLECTIONS AND PRELIMINARY
CONCLUSIONS 4
imtrust credicorpcapital
Strictly Private and Confidential 16
Reflections and Preliminary Conclusions
imtrust credicorpcapital
Background Info on the Reorganization
Historically, Enersis has had a discount in its valuation with respect to the value obtained from the sum of its parts
The corporate and management structure of Enersis has become more complex over time, producing inefficiencies/redundancies in decision-making processes and failing to meet the initial objective of keeping common businesses integrated and together
The Company operates in five geographic markets (countries) which have, through a specific vehicle, different regulation, risk, and growth characteristics and different non-organic investment opportunities
The industrial and controlling shareholder of Enersis states its preference to manage its investments in an integrated manner (Gx and Dx) and by markets with similar sizes, regulatory dynamics, and growth plans
Preliminary Reflections
Management model preferred by the industrial shareholder and used by other integrated companies in the energy sector around the
Strategic Sense of the
Model Comprised of world Business by Geography
The Chile Division is easily understood, but the rationale for keeping the rest of the countries grouped together is less clear
Differentiation of • Splitting into two companies with different growth, investment, and dividend offers could attract new investors, reducing the valuation business models gaps with comparable companies Simplification of the • Greater visibility of flows and better organization of the structure could reduce to some extent the holding discount Corporate Structure • This is difficult to prove or quantify but the proposed simplification would be a move in the right direction
The decreased liquidity that the three new companies would have, as compared to the two currently operating companies, could have an
Liquidity insignificant impact on the value of those companies, as their size and float level should in the higher range of companies listed in Chile
Cash Flow Factors • The impacts on cash flow (on EBITDA, cost of debt, tax issues, and costs of the transaction) will be important to the analysis
Preliminary Conclusions
From the conceptual and strategic point of view, we see the Reorganization as having more positive than negative elements, although the impact on the value which the market gives to these elements is difficult to quantify
It is not yet clear the effect on cash flows that the Reorganization is going to have, this being an element that would directly affect the value of the Company
Strictly Private and Confidential 17
ANNEXES 5
imtrust credicorpcapital
Strictly Private and Confidential 18
METHODS OF THE ADVISORY SERVICES
5a
imtrust credicorpcapital
Strictly Private and Confidential 19
Cash Flow Considerations
imtrust credicorpcapital
Criteria to be analyzed Methodology
1
20
Impact on • Impacts on recurring costs and expenses that are estimated as • Review of the projections to be delivered by Enersis EBITDA a result of the Reorganization • Discounted cash flow
2
Analysis of the post-Reorganization capital structure Cost of Impact on the cost of the corporate debt as a result of changes
Analysis of the post-Reorganization credit rating Corporate Debt in ratings/credit risk profiles
Market comps
3
Review of the projected marginal impacts to be delivered by
Marginal tax impacts that are estimated as a result of the
Tax Impact Enersis
Reorganization • Discounted cash flow
4
Review of the costs projected and delivered by Enersis Costs of the Impact of the costs relating to the execution of the (advisors, consents, regulations, administration, etc.) Transaction Reorganization
Discounted cash flow
Strictly Private and Confidential 20
Stock and Market Considerations
imtrust credicorpcapital
Criteria to be analyzed Methodology
5
Impact on perceived market value:
Differentiation • Clientele effect: risk profile, dividends • Determination of market comps of Business • Best market comps • Sum of parts valuation
Models
Potential decline in market discount
6
Impact on market discounts from increased visibility in delivery
Simplification of information • Determination/analysis of the holding discount of Enersis of Corporate Structure • Increase efficiency in decision-making • Market comps (holdings)
7
Analysis of post-Reorganization market capitalizations of Enersis Chile, Enersis Américas, and Endesa Chile
Impact on market value of changes in liquidity due to smaller
Liquidity • Market comps size of surviving companies
Analysis of collateral liquidity impacts (e.g., eligibility of stock indexes, restrictions of significant shareholders, etc.)
Strictly Private and Confidential 21
MARKET ANALYSIS
5b
imtrust credicorpcapital
Strictly Private and Confidential 22
Price of Enersis Stock
imtrust credicorpcapital
Price of Enersis stock and relevant milestones (CLP)
11/05/2010
Maximum price of the U3A 240 240 CLP 235.2 04/22/2015 Restructuring Announcement CLP 214.9
210
210 189.,2 2
03/26/2013
Capital Increase(1) 180 CLP 182.0
180 150 mar-15 may-15 jul-15 sep-15
06/30/2015
Resignation of Board
Chair Avg. price Spot ? vs.
07/25/2012
CLP 203.2 to date
Capital Increase Period price current Announcement (CLP) (CLP) price(2)
150 CLP 181.9 01/14/2014
Announcement of Purchase of 07/25/2012 Current 189.2 189.2—15% of Coelce Announcement of Purchase of CLP 159.9
21% of Edegel U30D 192.1 201.0 -5.9%
01/29/2014 CLP 181.9
Minimum price of the U3A U3M 198.6 208.0 -9.0% CLP 144.0
120 UDM 199.4 209.3 -9.6% sep-10 mar-11 sep-11 mar-12 sep-12 mar-13 sep-13 mar-14 sep-14 mar-15 sep-15
U5A 183.8 223.4 -15.3%
Payment of dividends
Capital
182.0 182.0 3.9%
Publication of earnings increase
Announcement of Source: SVS and Bloomberg. Figures as on September 3, 2015
204.3 214.9 -12.0%
U30D: last 30 days, U3M: last three months, UDM: last twelve months, U3A: last three years, U5A: last five years Reorganization (1) Dates correspond to the end of the first refusal period. The capital increase was made at a price of CLP 173.0 per share (2) Change between the current price and price at close of the various periods
Strictly Private and Confidential 23
Variation of Enersis and of Companies from the Electricity Sector in Chile
imtrust credicorpcapital
Variation in the price of Enersis stock and stocks in companies from the electricity sector in Chile, and of the IPSA (100 baseline for the last thee years)
150 Capital Increase Reorganization
Announcement • The performance of the price of 140 Enersis stock has been below 39. 39,2 2% Colbún that of the other companies from the electricity industry in Chile 130 28.,4% AES Gener during the last six and twelve months, excluding Endesa Chile
23. 23,9 9% Enersis
120
Enersis stock has behaved similarly to the IPSA in the last 110 six and twelve months, both with
8.,8% Endesa Chile negative returns during the last 100 twelve months
90 -7. ,1% IPSA
-13. -13,8% 8% E.CL Variation Variation Company
80 U6M UDM
Enersis -6.4% -9.6%
70 Endesa Chile -7.0% -8.5% Colbún 5.7% 16.6% 60 AES Gener 1.4% 11.7%
50 E.CL -0.7% 14.6% sep-12 jan e e-13 may-13 sep-13 jan e e-14 may-14 sep-14 jan ee-15 may-15 sep-15 IPSA -3.1% -6.1%
Average -1.7% 3.1%
Source: Bloomberg. Figures as on September 3, 2015 U6M: last six months
Strictly Private and Confidential 24
Trailing Multiples of Enersis and of Companies from the Electricity Sector in
imtrust credicorpcapital
Enersis Endesa Chile Colbún AES Gener E.CL 20. ,0 0x 17. ,5 5x 15. ,0 0x
12. |
| ,5 5x 11.4x 11,4 x 11,1 11.1x 10. ,0 0x 10,1 x 10.1x |
7. ,5 5x 6,7 6.7x x
6,4 6.4x
5. 5,0x 0x sep-12 dec-12 mar-13 jun-13 sep-13 dec-13 mar-14 jun-14 sep-14 dec-14 mar-15 jun-15
Trailing Price/UDM Earnings
Enersis Endesa Chile Colbún AES Gener E.CL
21.1x 10 21.1x 3 x 17. 6 0 7x x 13. 6. 1 4 x
sep-12 dec-12 mar-13 jun-13 sep-13 dec-13 mar-14 jun-14 sep-14 dec-14 mar-15 jun-15
Source: SVS and Bloomberg on September 3, 2015
Average Average
Company
U3M UDM
Enersis 6.4x 7.0x
Endesa Chile 10.1x 11.0x
Colbún 12.0x 13.0x
AES Gener 11.2x 11.2x
E.CL 6.5x 7.2x
Average 9.2x 9.9x
Average Average
Company
U3M UDM
Enersis 14.1x 17.7x
Endesa Chile 21.7x 22.2x
Colbún n.m. 18.7x
AES Gener 21.8x 22.5x
E.CL 16.0x 17.8x
Average 18.4x 19.8x
Source: SVS and Bloomberg on September 3, 2015
Strictly Private and Confidential 25
Change in the Target Price of Enersis
imtrust credicorpcapital
Change in the target price(1) and recommendations of Enersis
Study Target price 100% Date Recommendation Department (CLP)
300
Credicorp 08-11-2015 Hold 220.0 80% Scotia 08-10-2015 Hold 200.0 250 EVA Dimensions 08-06-2015 Purchase—LarrainVial 07-28-2015 Purchase 235.0
60%
Itaú 07-28-2015 Purchase 238.0 200 Santander 07-21-2015 Purchase 235.0 40% Banco Penta 06-24-2015 Purchase 214.0 BICE 05-20-2015 Hold 233.0 150 BTG Pactual 03-23-2015 Purchase 220.0
20%
Corp 12-30-2014 Purchase 235.0 100 BCI 12-10-2014 Hold 220.0
0%
Morgan Stanley 03-12-2014 Hold 210.0
Sep-12 Dec-12 Mar-13 Jun-13 Sep-13 Dec-13 Mar-14 Jun-14 Sep-14 Dec-14 Mar-15 Jun-15 Sep-15 Mean 223.6
Purchase Compr Purcha r Hold Mantener Sell Vender Target Precio Price objtivo Closing Prec o cierr Price Median 220.0
Change in market discount on target price(1)
40% Average Average Company U3A UDM
30% Enersis 11.0% 8.5% Endesa Chile 12.4% 9.8%
20% 15. ,8% 8%
15. |
| , 8% Colbún 7.1% 4.1% 10% 9. ,3% AES Gener 12.6% 9.5% |
Discount 7. ,1%
E.CL 16.0% 10.4%
2.,0%
0% Mean 11.8% 8.4% Median 12.4% 9.5%
-10%
Sep-12 Dec-12 Mar-13 Jun-13 Sep-13 Dec-13 Mar-14 Jun-14 Sep-14 Dec-14 Mar-15 Jun-15 Sep-15 Enersis Endesa Chile Colbún AES Gener E.CL
Source: Bloomberg. Information as on September 3, 2015
(1) Target prices reflects the average of the twelve-month target prices of the studies departments, with recommendations within the last three months
Strictly Private and Confidential 26
Liquidity of Enersis and the Main Companies in Chile
imtrust credicorpcapital
Trading volume of main companies in Chile
Free float 3. 3,0 0 5. ,3 4.,1 1. 1,6 2.,5 2. ,9 2.,5 5.,1 1. , 6 3.,8 3.,0 1.,7 1. ,5 2.,4 1.,6 1.,2 1. ,5 0. 0,7 1.,2 0.,6 (USD miles de mm) 25. ,8 ADTV UDM (USD mm) 23.,0 21.3 , TV(2)/Free float average UDM(pbs) 17.8 , 18.1 , 16.,1 15. ,9 15.,2 16.,1 12. .,6 13,0 13.0 11,3 12. ,4 11.3 10.,0 11. ,0 7. ,8 8.,2 8.,2 8.,3 6.8 7.1 , , 4. ,2 5.,7 5. ,5 5. ,4 4. ,7 4. ,4 4. ,2 3.2 3.,2 , 2. ,9 2. ,6 2. ,3 2. ,2 1. ,7 1.,3 1. ,2 1.,1 0.5 , 0.4 ,
Strictly Private and Confidential 27
Falabella
Enersis
Endesa Chile
LAN
Cencosud
Santander
Chile
Copec
Corpbanca
SQM-B
CMPC
BCI
Aguas-A
Colbún
CCU
AES Gener
SM-CHILE B
ECL
Antarchile
Quiñenco
Ratio between 2015E trading multiples and ADTV(1), based on market capitalization
15. |
| ,0x |
AES Gener
12. |
| ,0x |
2015E Endesa Chile
9. ,0x Colbún
6.,0x E.CL
Enersis
EV/EBITDA 3.,0x
0.,0x
0. ,0 2. ,0 4. 4,0 0 6. 6,0 0 8.,0 10. ,0
ADTV UDM (USD millions)
25. |
| ,0x |
Colbún
Endesa Chile
20. |
| ,0x |
AES Gener
2015E 15. , 0x x E.CL P/U
10.,0x Enersis
5.,0x
0.,0 2. ,0 4. ,0 6.,0 8. ,0 10. ,0
ADTV UDM (USD millions)
Source: Bloomberg. Information as on September 3, 2015 USDCLP exchange rate 688.24 (1) Average Daily Trading Volume (2) Amount traded daily
Strictly Private and Confidential 27
Trading multiples of companies from the electricity sector in MILA and Brazil (1/2)
imtrust credicorpcapital
Entreprise
Entreprise
Market Cap EV / EBITDA P / U
Company Country Value
USD mm USD mm UDM 2015E 2016E UDM 2015E 2016E
Integrated
Enersis S.A. Chile 13,217 19,785 6,4 x 6.4 x 5.8 x 13.1 x 13.2 x 11.2 x
MILA Celsia SA ESP Colombia 829 2,235 8,2 x 7.4 x 7.3 x NA 58.4 x 14.6 x
Centrais Elétricas Brasileiras S.A.—Eletrobras Brasil 2,763 12,942 17,3 x NA 22.3 x NA NA 9.7 x
Bra. Companhia Energética de Minas Gerais S.A. Brasil 2,525 5,671 3,9 x 4.7 x 6.0 x 3.0 x 3.7 x 6.5 x
Mean 8.9x 6.2x 10.3x 8.0x 25.1x 10.5x
Median 7.3x 6.4x 6.6x 8.0x 13.2x 10.4x
Generation
Empresa Nacional de Electricidad S.A. Chile 10,080 14,212 10.1 x 9.7 x 8.3 x 21.3 x 18.6 x 13.4 x
AES Gener S.A. Chile 4,271 7,521 11.1 x 12.0 x 11.1 x 21.5 x 18.8 x 19.2 x
Colbun S.A. Chile 4,711 5,584 11.4 x 11.1 x 9.5 x NA 25.2 x 17.2 x
MILA E-CL S.A. Chile 1,518 2,084 6.7 x 6.9 x NA 17.0 x 17.3 x 17.4 x
Edegel SAA Perú 2,113 2,339 8.2 x 8.5 x 8.6 x 12.9 x 13.8 x 13.8 x
EnerSur S.A. Perú 1,491 2,321 7.6 x 7.5 x 6.7 x 7.8 x 10.9 x 10.0 x
Isagen S.A. E.s.p. Colombia 2,552 3,636 10.8 x 8.8 x 9.6 x NA 17.1 x 18.9 x
AES Tietê S.A. Brasil 1,483 1,833 12.4 x 5.3 x 6.0 x 34.2 x 7.8 x 13.2 x
CESP—Companhia Energética de São Paulo Brasil 1,323 1,328 1.8 x 3.2 x 6.0 x NA 5.6 x 19.3 x
Brazil Companhia Paranaense de Energia—COPEL Brasil 1,811 3,443 4.9 x 5.8 x 4.6 x 7.0 x 8.2 x 5.9 x
CPFL Energia S.A. Brasil 4,023 8,708 8.4 x 8.7 x 7.5 x 17.0 x 20.7 x 12.7 x
EDP—Energias do Brasil S.A. Brasil 1,417 3,175 6.7 x 8.4 x 6.0 x 4.1 x 8.6 x 8.8 x
Tractebel Energia S.A. Brasil 5,599 6,278 7.2 x 9.6 x 6.4 x 13.3 x 19.8 x 11.0 x
Endesa Costanera SA Argentina 140 201 4.5 x NA NA 1.5 x NA NA
Arg. Capex S.A. Argentina 150 347 4.4 x NA NA NA NA NA
Mean 7.7x 8.1x 7.5x 14.3x 14.8x 13.9x
Median 7.6x 8.5x 7.1x 13.3x 17.1x 13.4x
Source: Bloomberg, Capital IQ, and IM Trust. Figures as on September 3, 2015 For sampling purposes, MILA includes Chile, Colombia, and Peru
Strictly Private and Confidential 28
Trading multiples of companies from the electricity sector in MILA and Brazil (2/2)
imtrust credicorpcapital
Entreprise
Market Cap EV / EBITDA P / U
Company Country Value
USD mm USD mm UDM 2015E 2016E UDM 2015E 2016E
Distribución
Luz del Sur S.A.A. Perú 1,502 1,947 9.4 x 9.9 x 10.4 x 11.1 x 13.0 x 13.6 x
MILA Empresa De Distribucion Electrica De Lima Norte Perú 964 1,349 7.1 x 6.4 x 6.1 x 10.6 x 9.6 x 9.0 x
Ampla Energia e Serviços S.A. Brasil 954 1,556 7.0 x NA NA 14.9 x NA NA
Companhia Energética do Ceará—Coelce Brasil 770 1,077 4.3 x NA NA 7.6 x NA NA
Brazil Eletropaulo Metropolitana Eletricidade de S. Paulo Brasil 525 1,097 2.7 x 4.2 x 3.6 x 3.9 x 8.5 x 6.3 x
Equatorial Energia S.A. Brasil 1,765 2,360 5.5 x 9.0 x 7.0 x 4.8 x 19.9 x 10.8 x
Light SA Brasil 665 2,600 5.3 x 6.9 x 5.4 x 4.6 x 7.3 x 5.3 x
Pampa Energia SA Argentina 1,254 1,783 5.3 x 5.8 x 3.6 x 7.9 x 17.4 x 15.9 x
Arg. Empresa Distribuidora y Comercializadora Norte Argentina 874 1,025 6.6 x NA NA 12.2 x 11.9 x 6.3 x
Transener Argentina 234 319 8.3 x 4.7 x 4.1 x 8.2 x 18.1 x 16.3 x
Mean 6.2x 6.7x 5.7x 8.6x 13.2x 10.4x
Median 6.1x 6.4x 5.4x 8.0x 12.5x 9.9x
Source: Bloomberg, Capital IQ, and IM Trust. Figures as on September 3, 2015 For sampling purposes, MILA includes Chile, Colombia, and Peru
Strictly Private and Confidential 29
ORGANIZATION OF ENEL
5C
imtrust credicorpcapital
Strictly Private and Confidential 30
Enel, Industrial Investor and Controlling Shareholders of Enersis
New Organization of Enel
Line of business
Infrastructure Renewable Global Gas Generation and Networks Energy Trading (upstream)
Italy
Customers
Better Implementation Local Stakeholders
Efficiency in CapEx
Iberia
Regulation
Region •Income and OpEx
LatAm •Cash Flows •Capital Allocation
EBITDA EBITDA
Eastern Europe
Breakdown of EBITDA and capital allocation by region
EBITDA 2014 CapEx Plan 2015-19
Spain and Eastern Euro. Portugal And others 20% 15%
Italy Italy USD 20,929 LatAm LatAm USD 38,224 28%
40% million 20% 40% million
Renewable
Spain and East. Euro. Energy Portugal and others 12% 17% 8%
Restructuring of Endesa España
Enel Enel
100.0%
100.0%
Enel Iberoamérica
92.1% Enel Iberoamérica
20.3%
Endesa España
100.0% 60.6% 70.1%
Enel Latinoamérica Endesa Enersis España
40.32%
Listed Companies
Enersis
Private Companies
Diversification of operations in the world
Europe
North America Capacity: 66.5 GW Russia
Capacity: 2.1 GW Customers: 45.8 mm Capacity: 9.1 GW
Mexico and Central America Capacity: 0.8 GW
Latin America
Capacity: 17.4 GW Africa
Customers: 14.4 mm Capacity: 0.1 GW
Source: Enel
Considers USDEUR exchange rate of 0.75 for 2014 EBITDA and 0.8895 for the CapEx plan (exchange rate as on September 3, 2015)
Strictly Private and Confidential 31
Source: Enel
Considers USDEUR exchange rate of 0.75 for 2014 EBITDA and 0.8895 for the CapEx plan (exchange rate as on September 3, 2015)
Strictly Private and Confidential 31
Santiago Office
Avenida Apoquindo 3721, Piso 9 Las Condes 7550177 Chile
+56 (2) 2450 1600
imtrust credicorpcapital