IENOVA ANNOUNCES THE PUBLICATION OF THE NOTICE OF RESULTS IN CONNECTION WITH THE PUBLIC CASH TENDER OFFER LAUNCHED BY SEMPRA

Mexico City, September 10, 2021 - Infraestructura Energética Nova, S.A.B. de C.V. ("IEnova"), further to its material event filing dated August 12, 2021, announced that today, Casa de Bolsa BBVA Bancomer, S.A. de C.V., Grupo Financiero BBVA Bancomer, as broker-dealer, published through the electronic information system "Emisnet" of the Mexican Stock Exchange (Bolsa Mexicana de Valores), on behalf of Sempra Energy ("Sempra"), the notice of results of the public cash tender offer launched by Sempra on August 12, 2021, to acquire all of the outstanding ordinary, nominative shares, of a single series, no par value, representing the capital stock of IEnova not owned directly or indirectly by Sempra (the "IEnova Public Shares"), at a price per IEnova Public Share of $78.97 (seventy eight pesos 97/100 Mexican Currency), which notice of results is attached hereto.

OFFER RESULTS NOTICE

SEMPRA ENERGY

OFFER RESULTS NOTICE OF THE PUBLIC CASH TENDER OFFER FOR UP TO 52,227,526 (FIFTY TWO MILLION TWO HUNDRED TWENTY SEVEN THOUSAND FIVE HUNDRED TWENTY SIX) ORDINARY, NOMINATIVE SHARES, OF A SINGLE- SERIES, WITH NO PAR VALUE (THE "ISSUER'S PUBLIC SHARES"), WHICH REPRESENTED 3.6% (THREE POINT SIX PERCENT) OF THE TOTAL OUTSTANDING SHARES OF INFRAESTRUCTURA ENERGÉTICA NOVA, S.A.B. DE C.V. ("IENOVA" OR THE "ISSUER"), AND REPRESENTED 100% (ONE HUNDRED PERCENT) OF THE ISSUER'S TOTAL OUTSTANDING SHARES THAT WERE NOT OWNED DIRECTLY OR INDIRECTLY BY SEMPRA ENERGY, FOR PS.78.97 (SEVENTY EIGHT 97/100 PESOS) FOR EACH ISSUER'S PUBLIC SHARE.

Sempra Energy, as Offeror, offered to the holders of Issuer's Public Shares to acquire through a public cash tender offer (the "Offer") in the United Mexican States ("Mexico"), subject to the terms and conditions described in the offering memorandum (the "Offering Memorandum") and in accordance with the provisions of the Securities Market Law of Mexico ("LMV"), General Issuer's Regulations and other applicable regulations, up to 52,227,526 (fifty two million two hundred twenty seven thousand five hundred twenty six) ordinary, nominative shares, of a single-series, with no par value, which represented 3.6% (three point six percent) of the total outstanding shares of the Issuer, and represented 100% (one hundred percent) of Issuer's shares owned by public investors as of the Initial Date of the Offer, and therefore were not owned directly or indirectly by Sempra. Initial capitalized terms not defined in this Offer Results Notice shall have the meaning attributed to them in the Offering Memorandum.

The Offer was conducted as a tender offer (oferta pública de adquisición) pursuant to Article 108 Section II of the LMV.

As a result of the Offer, Sempra Energy's direct and indirect ownership interest in the capital stock of the Issuer increased from 96.4% (ninety six point four percent) to 99.9% (ninety-nine point nine percent) of the total outstanding IEnova Shares, and the remaining 0.1% (zero point one percent) of the outstanding IEnova Shares continue to be held by public investors and traded on the Mexican Stock Exchange as of the date of this notice.

Type of Offer: Issuer: Offeror:

Issuer Shares Ticker Symbol:

Offeror Common Stock Ticker Symbol:

Total number of shares of the Issuer's capital stock:

Number of Issuer's Public Shares subject to the Offer:

Number of shares of the Issuer's capital stock after the Offer:

Number of Issuer's Public Shares acquired through the Offer:

Percentage of the Issuer's capital stock represented by shares acquired through the Offer:

Price per Share:

Public Cash Tender Offer in México.

Infraestructura Energética Nova, S.A.B. de C.V. ("Issuer" or "IEnova"). Sempra Energy (the "Offeror" or "Sempra").

"IENOVA"

"SRE"

1,452,281,032 (one billion four hundred fifty-two million two hundred eighty-one thousand thirty-two) ordinary, nominative shares, of a single series, with no par value, as of the Initial Date of the Offer.

Up to 52,227,526 (fifty two million two hundred twenty seven thousand five hundred twenty six) ordinary, nominative shares, of a single series, with no par value, that, as of the Initial Date of the Offer, were not owned directly or indirectly by Sempra. Holders of record during the Offer Period and until September 10, 2021, which was the last date of the Offer Period, were eligible to tender their IEnova Public Shares in the Offer.

1,452,281,032 (one billion four hundred fifty-two million two hundred eighty-one thousand thirty-two) ordinary, nominative shares, of a single series, with no par value.

51,014,545 (fifty one million fourteen thousand five hundred forty-five) ordinary, nominative shares, of a single series, with no par value.

3.5% (three point five percent) of the total outstanding shares of the Issuer, which represents 97.7% (ninety-seven point seven percent) of the outstanding shares of the Issuer that were not owned directly or indirectly by Sempra as of the Initial Date of the Offer.

Pursuant to the terms approved by the Transaction Committee in resolutions adopted by the unanimous written consent of its 3 (three) members on August 5, 2021, Ps.78.97 (seventy eight 97/100 Pesos) for each IEnova Public Share, which is the greater of the Trading Price of the Issuer's Public Shares and the Book Value of the Issuer Shares, calculated in accordance with Article 108 Section I paragraph b) of the LMV.

As described in Section 7.8 of the Offering Memorandum "7.8 Price per Share and Basis for Determination", the Trading Price of the Issuer's Public Shares, which is equal to the average weighted price by volume of the Issuer Shares during the last 30 (thirty) trading days in which such shares were traded prior to the Initial Date of the Offer, was Ps.78.97 (seventy eight 97/100 Pesos).

The Book Value of the Issuer Shares, in accordance with the last quarterly report filed with the CNBV and the BMV before the Initial Date of the Offer, was Ps.73.47 (seventy three Pesos 47/100).

Total Amount of the Offer:

Currency of the Offer

Additional Information for U.S. Shareholders:

Initial Date of the Offer: Offer Period:

Dates of Publication of Offer Notice (aviso de oferta):

Expiration Date:

Date of publication of the results of the Offer:

Registration Date:

Settlement Date:

Offer Closing Procedure:

Ps. 4,028,618,618.65 million Pesos, which amount is equal to multiplying the total number of Issuer's Public Shares tendered into, and not withdrawn from, the Offer, by the Price per Share.

The Offer is denominated in Mexican pesos, the official currency of Mexico.

The Offer is made for the Issuer's Public Shares of IEnova, a Mexican company with listed securities on the Mexican Stock Exchange, and is subject to procedural and disclosure requirements in Mexico, which are different from those in the U.S.

For U.S. law purposes, the Offer is made in accordance with Section 14(e) of and Regulation 14E under the U.S. Exchange Act.

Neither the SEC, nor any other securities commission of any U.S. state, has (a) approved or rejected the Offer; (b) valued the merits of the Offer; or (c) valued the adequacy or veracity of the information in the Offering Memorandum. Any representation to the contrary is a crime in the U.S.

It may be difficult for U.S. holders of IEnova Public Shares to assert their rights and to carry out any claims they may have arising from U.S. federal securities laws in relation to the Offer, as the Issuer is located in a country other than the U.S., and some or all of its officers and board members may be residents of countries other than the U.S. U.S. holders of Issuer Public Shares may not be able to sue the Issuer or its officers or board members in a non-U.S. court for violations of U.S. securities laws. In addition, it may be difficult to force the Issuer or its Affiliates to submit to the jurisdiction of the U.S., or to comply with a judgment issued by a U.S. court.

Investors should be aware that, during the period between the date on which the Offeror publicly announced its intention to carry out the Offer and the Expiration Date, in accordance with Article 97 of the LMV and Rule 14e-5 under the U.S. Exchange Act, the Offeror may not purchase or cause the purchase of Issuer's Public Shares in any manner other than through the Offer, such as open market acquisitions or privately traded acquisitions.

No preference will be given to the participants of the Offer by reason of where they reside, including the U.S. or Mexico.

August 12, 2021.

The Offer remained open for 20 (twenty) full Business Days including the Initial Date of the Offer, which was August 12, 2021.

The Offer notice (Aviso de Oferta) was published on EMISNET on the Initial Date of the Offer and on a daily basis on every Mexican Business Day during the Offer Period.

September 10, 2021, at 2:00 p.m. (Mexico City time). September 10, 2021.

September 14, 2021, which is 2 (two) Business Days after the Expiration Date.

September 17, 2021, which is 4 (four) Business Days after the Expiration Date.

Considering the satisfaction of the Offer Conditions, on the Settlement Date, the Offeror shall deliver to the Broker- Dealer the Total Amount of the Offer, which results from multiplying the number of all Issuer's Public Shares that have been validly tendered to (and not withdrawn from) the Broker-Dealer in accordance with the procedure described herein, by the Price per Share, at the account of the Broker-Dealer as previously instructed to the Offeror. The Broker- Dealer will transfer on the Settlement Date (via the SPEI) to the CLABE account that each Custodian (including the Custodians of the holders of Issuer's Public Shares who have held their Issuer's Public Shares physically) has instructed in the corresponding Acceptance Letter (which must be duly authorized to receive Pesos in accordance with applicable law), an amount in cash equal to the Price per Share multiplied by the number of Issuer's Public Shares reflected on such Custodian's Acceptance Letter and received from or transferred by such Custodian and deemed by the Offeror as validly tendered in the Offer. See Section 7.20 of the Offering Memorandum "7. Terms of the Offer" - "Offer Closing Procedure" for additional information. Neither the Offeror, nor the Broker-Dealer, nor any of their respective subsidiaries or Affiliates or any person related thereto, shall be liable for subsequent payments or deliveries (or lack thereof) of the Price per Share that the Custodians must make in favor of the Issuer's shareholders, all of which shall be the full responsibility of each Custodian.

The tender of IEnova Public Shares will be carried out based on the Price per Share, on the Settlement Date of the Offer, to the holders of IEnova Public Shares that have validly tendered in the Offer on the terms described in the Offering Memorandum.

Each of the Broker-Dealer, on behalf of the Offeror by means of the publication of a notice through the EMISNET of the BMV, and the Issuer, by means of the publication of a current report (evento relevante), respectively, shall publicly announce on the Expiration Date, or on the date on which the Offeror determines that any of the Offer Conditions were not satisfied, as appropriate, whether the Offer Conditions were satisfied or waived. Such communication shall constitute, as applicable, recognition by the Offeror and the Issuer that the Offer has been completed, withdrawn or terminated, in accordance with the terms described herein.

The settlement of the Offer shall be made exclusively through the payment of the Total Amount of the Offer, as described in the Offering Memorandum. Each Custodian shall be liable for delivering to each of its clients that is a beneficial owner of IEnova Public Shares the amount of cash consideration corresponding to the number of IEnova Public Shares validly tendered and not withdrawn from the Offer by each such beneficial owner.

The Broker-Dealer shall have no liability if it does not receive the Total Amount of the Offer from the Offeror. The amount of cash to be distributed by the Broker-Dealer to each Custodian will be determined according to the total number of validly tendered shares of IEnova reflected in the Acceptance Letters presented by each Custodian.

Cancellation of Registry of Issuer's Shares from the RNV, Delisting from the BMV and Delisting Trust:

Broker-Dealer:

Securities Depository:

Opinion from Issuer's Board of Directors:

For additional information, see Section 7.20 of the Offering Memorandum "7. Terms of the Offer - Offer Closing Procedure."

On June 28, 2021, with the participation of 97.03% (ninety-seven point zero three percent) of the shares representing the Issuer's capital stock, the Issuer held an extraordinary shareholders' meeting whereby it resolved, with the affirmative vote of 96.94% (ninety-six point ninety four percent) of the shares representative of its capital stock, among other things, to (i) cancel the registration of the Issuer's Shares from the RNV; and (ii) delist the Issuer's Shares from the BMV.

The extraordinary shareholders' meeting minutes, as documented in public deed 74,246 (seventy four thousand two hundred and forty six) granted by Patricio Garza Bandala, notary public number 195 (one hundred and ninety five) of Mexico City, is in process of being registered in the Public Registry of Commerce.

After consummation of the Offer and regardless of the results of the Offer, the Offeror intends to cause the Issuer to submit an application to the CNBV to cancel the registration of the Issuer's Shares in the RNV, and to request delisting of the Issuer's Shares from the BMV, in which case the Issuer will no longer be a publicly traded company (sociedad anónima bursátil) with listed equity securities subject to the LMV, although it will remain subject to certain other requirements of the LMV in connection with its prior public offerings of Mexican peso-denominated debt securities.

In the event the CNBV approves the cancellation of the Issuer Shares with the RNV and the BMV gives its favorable opinion for their delisting from the BMV, the Offeror will contribute to the Delisting Trust, and will maintain, during a minimum term of 6 (six) months starting on the date of the cancellation of the registration of the shares representing the capital stock of the Issuer with the RNV, sufficient funds to acquire, at the Price per Share, any Issuer's Public Shares not acquired through the Offer, in accordance with the terms of subsection (c), section I, of Article 108 of the LMV. In the event that any public shareholder of the Issuer does not participate and does not tender its Issuer's Public Shares in the Offer, or does not subsequently deliver its IEnova Public Shares to the aforementioned Delisting Trust, such shareholder will become a shareholder of a private company, and its Issuer's Public Shares will likely become illiquid, thus possibly affecting their price in a significant manner.

For more information, see Section 3 of the Offering Memorandum "3. Risk Factors Related to the Offer."

Casa de Bolsa BBVA Bancomer, S.A. de C.V., Grupo Financiero BBVA Bancomer.

S.D. Indeval, Institución para el Depósito de Valores, S.A. de C.V.

As disclosed by the Issuer by means of a current report (evento relevante) published through EMISNET on August 20, 2021, after the Issuer's Board of Directors received and reviewed the recommendation of its Corporate Practices Committee, the Issuer's Board of Directors approved by unanimous vote of the members of the Board who participated in the discussion and voting, among other things, to give a favorable opinion regarding Price per Share.

Certain members of the Board of Directors of the Issuer (including one member of its Corporate Practices Committee) constitute Related Persons of the Offeror and its Affiliates, and in order to avoid potential conflicts of interest, such Board members informed the Board of their relationship with the Offeror and abstained from discussion and voting at such Board meeting. Additionally, as required under applicable law, Board members of the Issuer disclosed that none of these members owned any Issuer's Public Shares and would not participate in the Offer, through the publication by IEnova of the same current report (evento relevante) through the EMISNET.

There was no opinion from an independent expert in connection with the Price per Share, as the Price per Share complied with the minimum parameters set forth in paragraph b), Section I of Article 108 of the LMV.

Broker-Dealer

Casa de Bolsa BBVA Bancomer, S.A. de C.V., Grupo Financiero BBVA Bancomer

The Price per Share is the only consideration to be received under the Offer. There are no additional payments or other consideration that will be paid in exchange for each tendered share other than the Price per Share.

The Issuer's Public Shares are registered with the National Securities Registry (Registro Nacional de Valores) with registration number 3420- 1.00-2013-001, as updated with registration numbers 1.00-2016-002 and 3420-1.00-2021-003, and are listed on the Mexican Stock Exchange (Bolsa Mexicana de Valores).

The registration in the National Securities Registry does not imply any certification on the soundness of the securities, the solvency of the Issuer or of the Offer, or of the accuracy or veracity of the information contained in the Offering Memorandum, nor does it confirm any actions executed against the law.

The authorization from the CNBV to conduct this Offer does not make any representation as to the suitability or sufficiency of the Price per Share for the Issuer's Public Shares, and is limited to authorizing its execution as per the authority granted to the CNBV under applicable law, and shall not be deemed as a recommendation or opinion from such authority as to whether or not to participate in the Offer described in the Offering Memorandum.

The Offering Memorandum is available on the BMV's webpage at www.bmv.com.mx, and on the CNBV's webpage at www.gob.mx/cnbv, as well as on the webpage of the Offeror at www.sempra.com and is available with the Broker-Dealer. This reference to the Offeror's website is not an active hyperlink and the information on, or that can be accessed through, the Offeror's website is not, and shall not be deemed to be, a part of the Offering Memorandum.

Authorization from CNBV 153/10026784/2021, dated August 11, 2021

Mexico City, Mexico, on September 10, 2021

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IEnova - Infraestructura Energética Nova SAB de CV published this content on 11 September 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 September 2021 05:01:04 UTC.