Acquisition of ELAT

On April 1, 2009, in implementation of the agreement signed on December 19, 2008, Enel Distribuzione sold the entire capital of Enel Linee Alta Tensione S.r.l. (ELAT) to Terna, after transferring (effective as of January 1, 2009) a business unit to this company comprising 18,583 kilometres of high-voltage lines and related legal relationships. At the same time, ELAT shareholders approved a change in the name of the company to “Terna Linee Alta Tensione S.r.l.” (or “TELAT S.r.l.” for short).
The €1,152 million price for the company was paid in full upon closing of the deal and was subject to a balancing payment of €12.3 million based on the change in TELAT equity which took place in the first quarter of 2009. In addition, following the calculation of the remuneration, by the Authority for Electricity and Gas, of the portion of the NTG owned by TELAT, which took place following the signing of the sale agreement, Enel Distribuzione paid Terna a lump sum of €11 million as compensation for the rate differential. As a result, the total cost of the acquisition came to €1,157.7 million, including charges directly attributable to the transaction.
For Terna, the acquisition resulted in growth of about 43% in total kilometres of power lines and of 18% in Regulatory Asset Base (RAB).
The transaction was completed after the contract conditions were met, particularly including approval by the Antitrust Authority, inclusion of the high-voltage lines in the National Transmission Grid by the competent authorities, and the issuance of a measure by the Authority for Electricity and Gas (AEEG Resolution no. 31/09) granting TELAT the rate component related to the business unit in question. Beginning on April 1, 2009, TELAT, as for the Parent, now benefits from the effects of AEEG Resolution no. 188/08 of the Authority for Electricity and Gas, which introduced the “mitigation” guarantee mechanism within a range of +/- 0.5% of the effects of the annual changes in energy transmitted.