ENDESA Relevant Fact: Closing of Auna Sale
November 08 2005 - 2:17PM
Business Wire
The operation involving the transfer by almost all the shareholders
of Auna of 80% of its share capital to France Telecom Espana, S.A.
was concluded today, 8 November 2005, in accordance with the share
sale contract signed on 29 July 2005 (about which ENDESA (NYSE:ELE)
informed the market in Relevant Facts n(degree) 59846 and n(degree)
59862, dated 27 July). With regard to ENDESA, this transaction
affects 84.68% of its direct and indirect shareholding in Auna
(which represents 27.7% of its share capital), for which it has
received a price of 2,220.8 million euros, a sum that will be
adjusted to take into account various items on its balance sheet at
31 October 2005, as is normal practice in this type of operation.
ENDESA thus obtains a gross capital gain of 1.206 billion euros and
a net capital gain of 1.06 billion euros after tax. France Telecom
Espana, S.A. has not invoked its right to demand that part of the
cash from the sale be reinvested in newly issued shares in its
parent company France Telecom S.A., as announced in the Relevant
Facts referred to previously. With regard to the 20% of Auna's
share capital that is not for sale, ENDESA retains a 5.01% stake in
Auna that can be transferred to France Telecom or third parties or
via placement on the stock market three years from today, a
mechanism having been agreed that guarantees a minimum price that
is the equivalent of 90% of the price per share paid France Telecom
Espana, S.A. in the initial transaction (361.5 million euros for
the shareholding mentioned previously) plus an annual rate of 4.5%,
which will result in a minimum implicit gross capital gain of 179
million euros (plus interest). * This document may contain certain
forward-looking statements regarding anticipated financial and
operating results and statistics that are subject to risks and
uncertainties as well as to material risks, changes and other
factors which may be difficult to predict, including, without
limitation, those factors described in the Documento de Registro de
Acciones of Endesa filed within the Comision Nacional del Mercado
de Valores and in the Form 20-F of Endesa filed within the
Securities and Exchange Commission, both for the fiscal year ended
December 31, 2004. For all of these forward-looking statements, we
claim the protection of the safe harbour for forward-looking
statements contained in the Private Securities Litigation Reform
Act of 1995.
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