4. DESARROLLO DE LA PROPUESTA DIDÁCTICA
4.6. Actividades
The principal trading market for Enel’s ordinary shares is the Italian Stock Exchange, where they are traded under the symbol “ENEL”. American Depositary Shares (each representing 10 ordinary shares) are listed on the New York Stock Exchange, where they are traded under the symbol “EN”. Citibank, N.A. is Enel’s depositary (the “Depositary”) for purposes of issuing the American Depositary Receipts (“ADRs”) evidencing the ADSs. Trading in our ordinary shares on the Italian Stock Exchange and in our ADSs on the New York Stock Exchange commenced on November 2, 1999.
The following table sets forth, for the periods indicated, the reported high and low sales prices of the ADSs on the New York Stock Exchange.
ADSs
High Low
(in dollars)
1999
Fourth Quarter (starting Nov. 2) ... 45.00 41.125 2000
First Quarter ... 46.000 38.625 Second Quarter (through June 23)... 45.375 41.125
The following table sets forth, for the periods indicated, the reported high and low “official” sales prices for the ordinary shares on the Italian Stock Exchange. Beginning on January 1, 1999, the prices of all publicly-traded stocks in Italy have been quoted in euro. See “— Securities Trading in Italy”.
Ordinary Shares
High Low
(in euros)
1999
Fourth Quarter (starting Nov. 2) ... 4.40 4.09 2000
First Quarter ... 4.71 3.78 Second Quarter (through June 23)... 4.82 4.36
The ordinary shares are among the constituents of the MIB 30 Index, the primary Italian stock market index and the EuroStoxx 50 Index, a leading pan-European stock index.
As of June 23, 2000, 12,126,150,379 ordinary shares were outstanding. As of the same date, there were outstanding 1,366,900 ordinary ADSs (equivalent to 13,669,000 ordinary shares) held by 46 record holders.
Since certain of the ordinary shares and ADSs were held by brokers or other nominees, the number of direct record holders in the United States may not be fully indicative of the number of direct beneficial owners in the United States or of where the direct beneficial owners of such ordinary shares are resident.
Securities Trading in Italy. Equity securities listed on the Italian Stock Exchange, including Enel’s ordinary shares, are traded on the Mercato Telematico Azionario (“Telematico”), the Italian automated screen-based trading system. Trading in Italian equity securities on Telematico was first introduced in November 1991.
Telematico is managed by the Borsa Italiana S.p.A. (“Borsa Italiana”) subject to the supervision of the Commissione Nazionale per le Società e la Borsa (“CONSOB”). CONSOB is the public authority charged, among other things, with regulating investment firms, securities, markets and public offerings of securities in Italy. Borsa Italiana is a joint stock company (società per azioni) that was established to
manage the Italian regulated securities markets (including Telematico) as part of the implementation in Italy of the EU Investment Services Directives. Borsa Italiana became operative in January 1998 and has since issued rules governing the admission to listing and trading on the Italian regulated securities
markets. The shareholders of Borsa Italiana are financial intermediaries, primarily banks, which purchased shares in an auction regulated by ministerial decree.
Since February 16, 1996, securities transactions on Telematico have been settled on a cash basis only. Prior to March 28, 2000, cash transactions were settled on the fifth business day following the trading date. Beginning March 28, 2000, cash transactions are settled on the third business day. The Borsa Italiana issues a daily official list with certain information on transactions in each listed security, including the volume traded and the high and low prices of the day. No “closing price” is reported for the electronic trading system, but an “official price” calculated as a weighted average of all trades effected during the trading day (net of trades executed on a “cross-order” basis) and a “reference price” calculated as a weighted average of the last 10% of the trades effected during such day (again, net of “cross-order” trades) are published. Beginning on January 1, 1999, all transactions on the Italian Stock Exchange, including the quoted official and reference prices, have been denominated in euros. The Bank of Italy clearing system assists with the settlement of transactions and the delivery of securities traded.
If the opening price of a security (established each trading day prior to the commencement of trading based on bids received) differs by more than 10% (or such other amount established by Borsa Italiana) from the previous day’s reference price, trading in that security will not be permitted until Borsa Italiana authorizes the re-commencement of trading. If in the course of a trading day the price of a security fluctuates by more than 5% from the last reported sale price (or 10% from the previous day’s reference price), a five-minute automatic suspension in the trading of that security will be declared. In the event of such a suspension, orders already placed may not be modified or cancelled, and new orders may not be processed. Borsa Italiana has the authority to suspend trading in any security in response to extreme price fluctuations or for other reasons. In urgent circumstances, CONSOB may, when necessary, adopt measures required to ensure the transparency of the market, orderly trading and protection of investors.
In order to expedite trading, shares must ordinarily be traded in minimum lots of a prescribed size (or multiples thereof) determined for each security. For Enel, the prescribed minimum lots are currently 500 shares. Lots smaller than the prescribed minimum may be traded on Telematico subject to certain limitations.
Residents of Italy and non-residents through their authorized agents may purchase or sell shares on the Italian Stock Exchange, subject to satisfying (i) in case of sales, either the Margin or the Deposit, and (ii) in case of purchases, the Margin. “Margin” means a deposit equal to 100% of the agreed price, and “Deposit” means a deposit of an equal number of the same shares as those sold.
Effective September 1, 1996, the Italian financial markets are regulated by Legislative Decree No. 415 of July 23, 1996 (the “Eurosim Law”), which, among other things, implemented in Italy two EU Directives relating to financial markets and, in large part, replaced Law No. 1 of January 2, 1991 (the “SIM Law”). The Eurosim Law has modified the system of supervision and regulation applicable to securities trading, by establishing a new regulatory framework for the Italian financial markets. Certain provisions of the Eurosim Law have been amended by Legislative Decree No. 58 of February 24, 1998 (the “Draghi Law”), which entered into effect on July 1, 1998.
Under current legislation, trading of equity securities on the Italian markets is reserved to SIMs, which are subject to regulation and supervision by CONSOB with respect to their trading activities, and by the Bank of Italy with respect to required regulatory capital levels. Investment services (including
securities dealing, underwriting, asset management and receipt and transmission of orders) may be offered to the public by investment services firms including SIMs, authorized banks and certain types of finance companies. Banks and investment firms organized in a member nation of the EU are permitted to operate in Italy under certain circumstances. Non-EU banks and non-EU investment firms may operate in Italy subject to compliance with certain requirements, including the specific authorization of CONSOB and the Bank of Italy.
According to current regulations, securities that are listed on Italian regulated markets must generally be traded on those markets. As an exception to this principle, securities may be traded outside of the Italian regulated markets when (i) the transaction outside of the regulated market provides the customer with a better price (and the customer has granted his prior authorization to execute such a transaction); (ii) the customer does not reside in Italy; (iii) the securities traded consist of Italian State- issued or guaranteed securities; or (iv) the securities are traded in bulk (such bulk trades being
proportional to the number of securities of the same type having been publicly traded over the six months prior to the transaction outside the Italian regulated markets).
Recent Activity on the Italian Stock Exchange. The following table sets forth the average daily trading volume on the Italian Stock Exchange for the periods indicated, as well as the Milan Stock
Exchange Historical Index (“MIB”) at the end of each indicated period. The MIB is an index based on all shares listed on the Italian Stock Exchange.
Average Daily
MIB Index at Period
Trading Volume End*
Shares euros
(in millions of shares and millions of euros) 1995... 221.7 590.9 9,138 1996... 241.2 630.1 10,332 1997... 424.0 1,382.5 16,341 1998... 637.0 3,317.0 23,035 1999... 521.7 1,970.3 28,169 2000 (through May 31) ... 775.0 3,842.6 30,535 ____________________________
*MIB Storico Index, based on value of 1,000 as of January 2, 1975.
Trading by the Company or its subsidiaries in Enel Shares. Under Italian law, we and our subsidiaries may purchase our shares in certain limited circumstances.