| Filed by: Enersis Américas S.A. (Commission File No. 001-12440) pursuant to Rule 425 promulgated under the Securities Act of 1933, as amended Subject Company: Endesa Américas S.A. (Commission File No. 001-37724) Form F-4 Registration No. 333-211405 |
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 September, 2016
Commission File Number: 001-12440
Enersis 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]
Indicate by check mark whether by furnishing the information
ontained in this Form, the Registrant is also thereby furnishing the
information to the Commission
pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
Yes [ ] No [X]
If °;Yes” is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): N/A
Important Information For Investors and Shareholders
This communication relates to a proposed merger between Enersis Américas S.A. (“Enersis Américas”) and Endesa Américas S.A. (“Endesa Américas”). In connection with the proposed merger, Enersis Américas and Endesa Américas are distributing a joint information statement/prospectus containing information about the proposed merger to their respective shareholders and holders of American Depositary Shares (ADSs). The joint information statement/prospectus is included in the registration statement on Form F-4 (Registration No. 333-211405) filed with the Securities and Exchange Commission (the “SEC”). Shareholders and ADS holders of Enersis Américas and Endesa Américas are urged to read the joint information statement/prospectus and other documents filed with the SEC carefully and in their entirety because they contain important information about Enersis Américas, Endesa Américas and the proposed merger.
Investors and security holders may obtain free copies of the prospectus/information statement and other documents filed with the SEC by Enersis Américas and Endesa Américas on the SEC’s website at www.sec.gov. Copies of the prospectus/information statement and the other documents filed with the SEC by Enersis Américas are also available free of charge on the Enersis Américas Investor Relations website at www.enersisamericas.cl or by contacting Enersis Américas S.A. at Santa Rosa 76, Piso 15, Santiago, Chile, Attention: Investor Relations or by phone at +56 2 2353 4400 or by E-mail at ir.enersis@enel.com. Copies of the prospectus/information statement and the other documents filed with the SEC by Endesa Américas are available free of charge on the Endesa Américas Investor Relations website at www.endesaamericas.cl or by contacting Endesa Américas S.A. at Santa Rosa 76, Piso 15, Santiago, Chile, Attention: Investor Relations or by phone at +56 2 2630 9000 or by E-mail at ir.endesacl@enel.com.
CPAM: 10378874.1
SIGNIFICANT EVENT
Enersis Américas S.A.
Securities Registry Registration N° 175
Santiago, September 8, 2016
Ger. Gen. N° 57/2016
Mr. Carlos Pavez Tolosa
Superintendent of Securities and Insurance
Superintendence of Securities and Insurance
Avenida Alameda Bernardo O’Higgins No. 1449
Santiago, Chile
Ref.: Significant Event
Dear Sir:
Pursuant to the provisions of articles 9 and 10, paragraph two, of Securities Market Law No. 18,045, and to the provisions of General Norm No. 30 of that Superintendence, and exercising the powers conferred upon me, I inform you by Significant Event, that today theSecurities and Exchange Commission (“SEC”) of the United States of Americas has declared the validity or “effectiveness” of theRegistration Statement on Form F-4 (“Form F-4”), filed by Enersis Américas S.A. (“Enersis Américas” or the “Company”) with said authority, in accordance with theSecurities Act of 1933, to record the issuance ofAmerican Depositary Shares (“ADS”) by the Company as a result of the capital increase, which will be the objective in the event the merger with its affiliates Endesa Américas S.A. and Chilectra Américas is approved.
Under the United States rules applicable to the case, the information statement/prospectus that is part of the Form F-4, will be made available to shareholders and holders of ADSs to inform them about matters to be voted on at the upcoming extraordinary shareholders’ meetings of Enersis Américas and Endesa Américas to be held on September 28, 2016 and information about the shares and ADSs of Enersis Américas offered to holders of Endesa Américas shares and ADSs in the merger.
Additionally, and in accordance with the provisions of General Norm No. 30 of that Superintendence, we inform you that the aforementioned declaration ofeffectivenessof the Form F-4 allows Enersis Américas to confirm that the event described in the Significant Event dated August 16, 2016, consisting of the possibility that the next Extraordinary Shareholders’ Meeting to be held on September 28 would be postponed as a result of not obtaining a timely declaration of effectiveness can no longer occur.
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CPAM: 10378874.1
Finally, we inform shareholders and the market in general that a complete copy of the information statement/prospectus is available, as of this date, on the Company’s website: www.enersis.cl.
Cordially,
Luca D’Agnese
Chief Executive Officer
c.c. Central Bank of Chile
Santiago Stock Exchange
Chilean Electronic Stock Exchange
Valparaíso Stock Exchange
Banco Santander Santiago – Bondholders Representatives
Central Securities Depositary
Risk Classification Commission
National Economic Prosecutor's Office
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CPAM: 10378874.1
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.
| Enersis Américas S.A. | |
| By: /s/ Luca D'Agnese | |
| -------------------------------------------------- | |
| Title: Chief Executive Officer |
Date: September 9, 2016