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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Endesa SA Ads | NYSE:ELE | NYSE | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.00 | - |
Acciona, S.A.
Avenida de Europa, 18 Empresarial La Moraleja, Alcobendas Madrid, Spain 28108 Attention: Jorge Vega-Penichet +34 91 663 2850 |
ENEL Società per Azioni
Viale Regina Margherita 137 00198 Rome, Italy Attention: Department of Corporate Affairs +39 06830 52783 |
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street New York, New York 10019 Attention: Adam O. Emmerich (212) 403-1000 |
Simpson Thacher & Bartlett LLP
One Ropemaker Street London EC2Y 9HU Attention: Michael Wolfson +44 207 275 6500 |
Transaction valuation 1 | Amount of filing fee 2 | |
8,919,665,524.10 | 273,834 |
þ | Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid: $273,834
|
Filing Party: |
Acciona, S.A.
Enel Energy Europe Società a Responsabilità Limitata ENEL Società per Azioni |
||
Form or Registration No.: Schedule TO
|
Date Filed: | July 30, 2007 |
o | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
1 | Estimated solely for the purpose of calculating the filing fee in accordance with Rule 0-11(d) under the Securities Exchange Act of 1934, as amended (the Exchange Act ), the transaction valuation is calculated by multiplying 161,989,074, which is the estimate of the number of ordinary shares of Endesa, S.A. (including ordinary shares represented by American depositary shares of Endesa, S.A.) subject to the U.S. offer, by the offer price of 40.16 in cash for each ordinary share of Endesa, S.A. and each American depositary share of Endesa, S.A., converted into U.S. dollars based on the exchange rate expressed in U.S. dollars per euro of $1.3711 = 1.00, the Federal Reserve Bank of New York noon buying rate on July 25, 2007. | |
2 | Calculated at $30.70 per $1,000,000.00 of the transaction valuation. The amount of the filing fee was sent via wire transfer on July 26, 2007. |
Item 11. Additional Information | ||||||||
Item 12. Exhibits | ||||||||
SIGNATURE | ||||||||
EXHIBIT INDEX | ||||||||
EX-99.A.5.FF | ||||||||
EX-99.A.5.GG |
Exhibit | Description | |
|
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(a)(5)(FF)
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Joint current report filed on September 26, 2007 by Acciona, S.A and ENEL S.p.A. with the Spanish Comisión Nacional del Mercado de Valores CNMV announcing that as the resolutions amending the corporate bylaws of Endesa, S.A. were adopted by the shareholders of Endesa, S.A. at the Special General Shareholders meeting held on September 25, 2007 and duly recorded with the Madrid Mercantile Registry on September 26, 2007, the condition to the joint tender offers requiring such amendments was satisfied | |
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(a)(5)(GG)
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Joint press release issued on September 26, 2007 by Acciona, S.A and ENEL S.p.A. announcing that as the resolutions amending the corporate bylaws of Endesa, S.A. were adopted by the shareholders of Endesa, S.A. at the Special General Shareholders meeting held on September 25, 2007 and duly recorded with the Madrid Mercantile Registry on September 26, 2007, the condition to the joint tender offers requiring such amendments was satisfied |
4
Acciona, S.A.
|
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By: | /s/ Jorge Vega Penichet | |||
Name: | Jorge Vega Penichet | |||
Title: | Company Secretary | |||
ENEL Società per Azioni
|
||||
By: | /s/ Fulvio Conti | |||
Name: | Fulvio Conti | |||
Title: | Chief Executive Officer | |||
Enel Energy Europe Società a Responsabilità Limitata
|
||||
By: | /s/ Claudio Machetti | |||
Name: | Claudio Machetti | |||
Title: | Director |
5
Exhibit | Description | |
|
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(a)(1)(A)
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Offer to Purchase dated July 30, 2007 1 | |
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(a)(1)(B)
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Form of Share Form of Acceptance 1 | |
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(a)(1)(C)
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Form of ADS Letter of Transmittal 1 | |
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(a)(1)(D)
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Form of Notice of Guaranteed Delivery 1 | |
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(a)(1)(E)
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Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees 1 | |
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(a)(1)(F)
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Form of Letter to Holders of American Depositary Shares 1 | |
|
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(a)(1)(G)
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Form of Letter to Financial Intermediaries and Custodians 1 | |
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(a)(1)(H)
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Form of Letter to Holders of Ordinary Shares 1 | |
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(a)(1)(I)
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Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 1 | |
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(a)(5)(A)
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Joint press release of ENEL S.p.A. and Acciona, S.A. dated April 11, 2007, announcing the tender offer (previously filed as Exhibit 99.46 to Amendment No. 18 to the statement on Schedule 13D filed on April 11, 2007 by Acciona, S.A. and Finanzas Dos, S.A. and incorporated herein by reference) | |
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(a)(5)(B)
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Current report filed on April 11, 2007 by Enel Energy Europe S.r.L. and Acciona, S.A. with the Spanish Comisión Nacional del Mercado de Valores CNMV regarding the joint tender offer (previously filed as Exhibit 99.44 to Amendment No. 18 to the statement on Schedule 13D filed on April 11, 2007 by Acciona, S.A. and Finanzas Dos, S.A. and incorporated herein by reference) | |
|
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(a)(5)(C)
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Current report filed on April 11, 2007 by Enel Energy Europe S.r.L. and Acciona, S.A. with the Spanish Comisión Nacional del Mercado de Valores CNMV regarding the bank guarantees filed with the CNMV for the joint tender offer (previously filed as Exhibit 99.45 to Amendment No. 18 to the statement on Schedule 13D filed on April 11, 2007 by Acciona, S.A. and Finanzas Dos, S.A. and incorporated herein by reference) | |
|
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(a)(5)(D)
|
Press release of ENEL S.p.A. dated April 19, 2007, announcing that seven more banks have joined the financing for the joint tender offer for Endesa, S.A (previously filed as Exhibit 99.24 to the statement on Schedule TO-C filed on April 11, 2007 by Acciona, S.A., Finanzas Dos, S.A., ENEL S.p.A. and Enel Energy Europe S.r.L. and incorporated herein by reference) | |
|
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(a)(5)(E)
|
Press release of Acciona, S.A. dated April 24, 2007, reasserting the legality of its actions in connection with the proposed tender offer for Endesa (previously filed as Exhibit 99.47 to Amendment No. 19 to the statement on Schedule 13D filed on April 26, 2007 by Acciona, S.A. and Finanzas Dos, S.A. and incorporated herein by reference) | |
|
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(a)(5)(F)
|
Press release of ENEL S.p.A. dated April 27, 2007, announcing that the Spanish energy regulatory authority, Comisión Nacional de Energía , authorized Enel Energy Europe S.r.L. to acquire up to 24.99% of the share capital of Endesa, S.A. (previously filed as Exhibit 99.27 to the statement on Schedule TO-C filed on April 27, 2007 by Acciona, |
6
Exhibit
Description
S.A., Finanzas Dos, S.A., ENEL S.p.A. and Enel
Energy Europe S.r.L. and incorporated herein by reference)
Press release of ENEL S.p.A. dated May 3, 2007, announcing the
request for authorization from the Spanish
Comisión Nacional del
Mercado de Valores
CNMV to acquire the shares tendered from
Endesa S.A. resulting from the joint tender offer (previously filed
as Exhibit 99.28 to the statement on Schedule TO-C filed on May 3,
2007 by Acciona, S.A., Finanzas Dos, S.A., ENEL S.p.A. and Enel
Energy Europe S.r.L. and incorporated herein by reference)
Current report filed on May 3, 2007 by ENEL S.p.A. and Acciona S.A.
with the Spanish
Comisión Nacional del Mercado de Valores
CNMV
regarding the request for authorization to acquire the shares
tendered from Endesa, S.A. resulting from the joint tender offer
(previously filed as Exhibit 99.29 to the statement on Schedule TO-C
filed on May 3, 2007 by Acciona, S.A., Finanzas Dos, S.A., ENEL
S.p.A. and Enel Energy Europe S.r.L. and incorporated herein by
reference)
English translation of the current report filed on May 17, 2007 by
ENEL S.p.A. with the Spanish
Comisión Nacional del Mercado de
Valores
CNMV announcing the authorization from the Spanish
Cabinet of Ministers to exercise voting rights to the maximum of
24.99% of the share capital of Endesa, S.A. (previously filed as
Exhibit 99.32 to the statement on Schedule TO-C filed on May 17,
2007 by Acciona, S.A., Finanzas Dos, S.A., ENEL S.p.A. and Enel
Energy Europe S.r.L. and incorporated herein by reference)
Press release of ENEL S.p.A. dated May 17, 2007, announcing the
authorization from the Spanish Cabinet of Ministers to exercise
voting rights to a maximum of 24.99% of the share capital of Endesa,
S.A. (previously filed as Exhibit 99.33 to the statement on Schedule
TO-C filed on May 17, 2007 by Acciona, S.A., Finanzas Dos, S.A.,
ENEL S.p.A. and Enel Energy Europe S.r.L. and incorporated herein by
reference)
English translation of the current report filed on June 1, 2007 by
ENEL S.p.A. with the Spanish
Comisión Nacional del Mercado de
Valores
CNMV announcing the termination of the share swap
transactions with UBS Limited and Mediobanca Banca di Credito
Finanziario S.p.A. (previously filed as Exhibit 99.38 to Amendment
No. 13 to the statement on Schedule 13D filed on June 1, 2007 by
ENEL S.p.A. and Enel Energy Europe S.r.L. and incorporated herein by
reference)
Press release of ENEL S.p.A. dated June 1, 2007, announcing the
termination of the share swap transactions with UBS Limited and
Mediobanca Banca di Credito Finanziario S.p.A. (previously filed
as Exhibit 99.39 to Amendment No. 13 to the statement on Schedule
13D filed on June 1, 2007 by ENEL S.p.A. and Enel Energy Europe
S.r.L. and incorporated herein by reference)
Current report filed on June 11, 2007 by ENEL S.p.A. with the
Spanish
Comisión Nacional del Mercado de Valores
announcing deposit
with the Madrid Mercantile Registry of regulations relating to the
free transferability of ordinary shares of Endesa S.A. by ENEL
S.p.A. and Acciona S.A. (previously filed as Exhibit 99.40 to
Amendment No. 15 to the statement on Schedule 13D, filed on June 11,
2007 by ENEL S.p.A. and Enel Energy Europe S.r.L. and incorporated
herein by reference)
Press release of ENEL S.p.A. dated June 11, 2007, announcing deposit
of covenants regarding the free transferability of ordinary shares
of Endesa S.A. by ENEL S.p.A. and Acciona S.A. (previously filed as
Exhibit 99.41 to Amendment No. 15 to the statement on Schedule 13D,
filed on June 11, 2007 by ENEL S.p.A. and Enel Energy Europe S.r.L.
7
Exhibit
Description
and incorporated herein by reference)
Current report filed on July 2, 2007 by Acciona, S.A and ENEL S.p.A.
with the Spanish
Comisión Nacional del Mercado de Valores
CNMV
relating to notification regarding the reduction of consideration
being offered in the proposed joint tender offer by Acciona, S.A.
and Enel Energy Europe S.r.L. for the ordinary shares, including
ordinary shares represented by ADSs, from
41.30 per ordinary share
to
40.16 per ordinary share to reflect the
1.14 per ordinary share
dividend that Endesa general shareholders meeting approved on June
20, 2007 (previously filed as Exhibit 99.50 to Amendment No. 23 to
the statement on Schedule 13D filed on July 2, 2007 by Acciona, S.A.
and Finanzas Dos, S.A. and incorporated herein by reference)
Press release of ENEL S.p.A. dated July 2, 2007 regarding the
reduction of consideration being offered in the proposed joint
tender offer by Acciona and Enel Energy Europe S.r.L. for the
ordinary shares, including ordinary shares represented by ADSs, from
41.30 per ordinary share to
40.16 per ordinary share to reflect
the
1.14 per ordinary share dividend that Endesa general
shareholders meeting approved on June 20, 2007 (previously filed as
Exhibit 99.43 to Amendment No. 16 to the statement on Schedule 13D
filed on July 2, 2007 by ENEL S.p.A. and Enel Energy Europe S.r.L.
and incorporated herein by reference)
Current report filed on July 5, 2007 by ENEL S.p.A. and Acciona,
S.A. with the Spanish
Comisión Nacional del Mercado de Valores
CNMV announcing approval by the European Commission of the
acquisition of joint control through a public takeover bid for
Endesa, S.A. by ENEL S.p.A. and Acciona, S.A. (previously filed as
Exhibit 99.46 to Amendment No. 17 to the statement on Schedule 13D
filed on July 5, 2007 by ENEL S.p.A. and Enel Energy Europe S.r.L.
and incorporated herein by reference)
Press release of ENEL S.p.A. dated July 5, 2007 announcing approval
by the European Commission of the acquisition of joint control
through a public takeover bid for Endesa, S.A. by ENEL S.p.A. and
Acciona, S.A. (previously filed as Exhibit 99.47 to Amendment No. 17
to the statement on Schedule 13D filed on July 5, 2007 by ENEL
S.p.A. and Enel Energy Europe S.r.L. and incorporated herein by
reference)
Joint press release of ENEL S.p.A. and Acciona, S.A. dated July 25,
2007 announcing approval by the Spanish
Comisión Nacional del
Mercado de Valores
CNMV to launch a joint tender offer for
Endesa, S.A. (previously filed as Exhibit 99.48 to Amendment No. 19
to the statement on Schedule 13D filed on July 25, 2007 by ENEL
S.p.A. and Enel Energy Europe S.r.L. and incorporated herein by
reference)
Current report filed on July 27, 2007 by ENEL S.p.A. with the
Spanish
Comisión Nacional del Mercado de Valores
CNMV announcing
the authorization by the Spanish Cabinet of Ministers for Enel
Energy Europe S.r.L. to exercise its voting rights over all the
ordinary shares and ADSs of Endesa, S.A. acquired in the joint
tender offer with Acciona, S.A. (previously filed as Exhibit 99.49
to Amendment No. 20 to the statement on Schedule 13D filed on July
27, 2007 by ENEL S.p.A. and Enel Energy Europe S.r.L. and
incorporated herein by reference)
Press release of ENEL S.p.A. dated July 27, 2007 announcing the
authorization by the Spanish Cabinet of Ministers for Enel Energy
Europe S.r.L. to exercise its voting rights over all the ordinary
shares and ADSs of Endesa, S.A. acquired in the joint tender offer
with Acciona, S.A. (previously filed as Exhibit 99.50 to Amendment
No. 20 to the statement on Schedule 13D filed on July 27, 2007 by
ENEL S.p.A. and Enel Energy Europe S.r.L. and incorporated herein by
reference)
8
Exhibit
Description
Joint press release of Acciona, S.A. and ENEL S.p.A. dated July 30,
2007 announcing the commencement of the joint tender
offer
1
English translation of the content of the Endesa offer section of
the website www.enel.com
1
English translation of the content of the Endesa offer section of
the website www.acciona.es
1
Form of Summary Advertisement, published in the Wall Street Journal
on July 30, 2007
1
Joint current report filed on August 3, 2007 by Acciona, S.A and
ENEL S.p.A. with the Spanish
Comisión Nacional del Mercado de
Valores
CNMV announcing the administrative appeal against certain
conditions imposed upon Acciona, S.A. and Enel Energy Europe S.r.L.
in relation to the joint tender offer for Endesa, S.A. by the
Spanish National Energy Commission on July 4, 2007
2
Joint press release of Acciona, S.A. and ENEL S.p.A. dated August 3,
2007 announcing the administrative appeal against certain conditions
imposed upon Acciona, S.A. and Enel Energy Europe S.r.L. in relation
to the joint tender offer for Endesa, S.A. by the Spanish National
Energy Commission on July 4, 2007
2
Joint advertisement of Acciona, S.A. and ENEL S.p.A related to the
joint tender offer for Endesa, S.A.
3
Joint advertisement of Acciona, S.A. and ENEL S.p.A related to the
joint tender offer for Endesa, S.A.
3
Current report filed on September 11, 2007 by Enel Energy Europe
S.r.L. and Acciona, S.A. with the Spanish
Comisión Nacional del
Mercado de Valores
CNMV confirming that the attendance premium of
0.15.per ordinary share or ADS of Endesa, S.A. that Endesa, S.A.s
Board of Directors has resolved to pay to those shareholders that
participate in the special general meeting of Endesa, S.A.
shareholders to be held on September 25, 2007 will not be deducted
from the price of
40.16 per ordinary share or ADS of Endesa, S.A.
being offered by Acciona, S.A. and Enel Energy Europe S.r.L. in
their Joint tender offer for all outstanding ordinary shares and
ADSs of Endesa, S.A.
4
Joint advertisements of, and English translation of joint
advertisements of Acciona, S.A. and ENEL S.p.A related to the joint
tender offer for Endesa, S.A.
5
Joint current report filed on September 26, 2007 by Acciona, S.A and
ENEL S.p.A. with the Spanish
Comisión Nacional del Mercado de
Valores
CNMV announcing that as the resolutions amending the
corporate bylaws of Endesa, S.A. were adopted by the shareholders of
Endesa, S.A. at the Special General Shareholders meeting held on
September 25, 2007 and duly recorded with the Madrid Mercantile
Registry on September 26, 2007, the condition to the joint tender
offers requiring such amendments was satisfied
Joint press release issued on September 26, 2007 by Acciona, S.A and
ENEL S.p.A. announcing that as the resolutions amending the
corporate bylaws of Endesa, S.A. were adopted by the shareholders of
Endesa, S.A. at the Special General Shareholders meeting held on
September 25, 2007 and duly recorded with the Madrid Mercantile
Registry on September 26, 2007, the condition to the joint tender
offers requiring such amendments
9
Exhibit | Description | |
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was satisfied | |
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(b)(1)
|
English Translation of the 1,800,000,000 Syndicated Credit Facility among Acciona, S.A., The Royal Bank of Scotland, plc, Banco Santander Central Hispano, S.A., Banco Bilbao Vizcaya Argentaria, S.A., Caylon, Spanish Branch and Natixis S.A., Spanish Branch dated April 11, 2007 1 | |
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(b)(2)
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35,000,000,000 Credit Facility Agreement among ENEL S.p.A., Enel Finance International S.A., Banco Santander Central Hispano, S.A., Bayerische Hypo-und Vereinsbanks AG, Milan Branch, Intesa Sanpaolo S.p.A., Mediobanca Banca di Credito Finanziario S.p.A. and UBS Limited dated April 10, 2007 (previously filed as Exhibit 99.31 to Amendment No. 9 to the statement on Schedule 13D filed on April 13, 2007 by ENEL S.p.A. and Enel Energy Europe S.r.L. and incorporated herein by reference) | |
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(d)(1)
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English Translation of Agreement by and between Acciona, S.A., Finanzas Dos, S.A., ENEL S.p.A. and Enel Energy Europe S.r.L., dated March 26, 2007, regarding the development of a joint ownership project for Endesa, S.A. (previously filed as Exhibit 10.16 to Amendment No. 15 to the statement on Schedule 13D filed on March 28, 2007 by Acciona, S.A. and Finanzas Dos, S.A. and incorporated herein by reference) | |
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(d)(2)
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English Translation of Amendment, dated April 2, 2007, to the Agreement by and between Acciona, S.A., Finanzas Dos, S.A., ENEL S.p.A. and Enel Energy Europe S.r.L., dated March 26, 2007, regarding the development of a joint ownership project for Endesa, (previously filed as Exhibit 10.18 to Amendment No. 16 to the statement on Schedule 13D filed on April 2, 2007 by Acciona, S.A. and Finanzas Dos, S.A. and incorporated herein by reference) | |
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(d)(3)
|
Agreement by and among ENEL S.p.A., Acciona, S.A. and E.ON AG, dated April 2, 2007 (previously filed as Exhibit 10.17 to Amendment No. 16 to the statement on Schedule 13D filed on April 2, 2007 by Acciona, S.A. and Finanzas Dos, S.A. with respect to Shares and the ADSs and incorporated herein by reference) | |
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(d)(4)
|
Confidentiality Agreement dated June 15, 2007, between Acciona, S.A. and Endesa, S.A. (previously filed as Exhibit 10.19 to Amendment No. 23 to the statement on Schedule 13D filed on July 2, 2007 by Acciona, S.A. and Finanzas Dos, S.A. and incorporated herein by reference) | |
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(d)(5)
|
Confidentiality Agreement dated June 15, 2007, between Enel S.p.A. and Endesa, S.A. (previously filed as Exhibit 99.44 to Amendment No. 16 to the statement on Schedule 13D filed on July 2, 2007 by ENEL S.p.A. and Enel Energy Europe S.r.L. and incorporated herein by reference) |
1 | Previously filed with the Schedule TO | |
2 | Previously filed with Amendment No. 1 to the Schedule TO | |
3 | Previously filed with Amendment No. 2 to the Schedule TO | |
4 | Previously filed with Amendment No. 3 to the Schedule TO | |
5 | Previously filed with Amendment No. 4 to the Schedule TO |
10
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