General Announcement::IENOVA ANNOUNCES BOARD OPINION ON THE PRICE PER SHARE OF CASH TENDER OFFER LAUNCHED BY SEMPRA ENERGY

Issuer & Securities

Issuer/ Manager
INFRAESTRUCTURA ENERGETICA NOVA, S.A.B. DE C.V.
Securities
INFRAESTRUS$540M4.875%N480114A - US456829AB67 - 8DTB
INFRAESTRUS$540M4.875%N480114R - USP56145AB40 - 8DUB
INFRAESTR US$300M3.75%N280114A - US456829AA84 - 8DWB
INFRAESTR US$300M3.75%N280114R - USP56145AA66 - 8DXB
INFRAESTR US$800M4.75%N510115A - US456829AC41 - PKTB
INFRAESTR US$800M4.75%N510115R - USP56145AC23 - YBXB
Stapled Security
No

Announcement Details

Announcement Title
General Announcement
Date &Time of Broadcast
21-Aug-2021 01:22:50
Status
New
Announcement Sub Title
IENOVA ANNOUNCES BOARD OPINION ON THE PRICE PER SHARE OF CASH TENDER OFFER LAUNCHED BY SEMPRA ENERGY
Announcement Reference
SG210821OTHRRPUQ
Submitted By (Co./ Ind. Name)
VANESA MADERO MABAMA
Designation
CORPORATE SECRETARY
Effective Date and Time of the event
20/08/2021 17:00:00
Description (Please provide a detailed description of the event in the box below)
IENOVA ANNOUNCES BOARD OPINION IN CONNECTION WITH THE PRICE PER SHARE OF THE CASH TENDER OFFER LAUNCHED BY SEMPRA ENERGY

Mexico City, August 20, 2021 Infraestructura Energetica Nova, S.A.B. de C.V. (IEnova), further to its material event filing dated August 12, 2021, announced that, at an extraordinary meeting of its Board of Directors (the Board of Directors) held on August 20, 2021 (the Meeting), with the attendance of all the members of the Board of Directors, and with the abstentions from discussion and voting of all those members of the Board of Directors who expressed a conflict of interest, the directors participating at the Meeting unanimously resolved, among other things, to vote in favor of the price per IEnova share of Ps $78.97 (seventy eight Pesos 97/100 Mexican Currency) (the Price per Share) offered by Sempra Energy (Sempra) in connection with the cash tender offer launched by Sempra on August 12, 2021, pursuant to article 108, section II of the Securities Market Law (Ley del Mercado de Valores) (LMV), for all the ordinary, nominative shares, of a single-series, with no par value, representative of IEnova s capital stock not owned directly or indirectly by Sempra, which represent 3.6% of all the outstanding shares representative of IEnova s capital stock (the Tender Offer), considering that the Price per Share complies with paragraph b), section I of article 108 of the LMV.

The favorable opinion of the Board of Directors was made following the recommendation of the IEnova Corporate Practices Committee in a sense to opine in favor of the Price per Share, considering that the Price per Share complies with paragraph b), section I of article 108 of the LMV.

At the Meeting, the Board of Directors reviewed written certifications by the members of the Board of Directors, including IEnova s Chief Executive Officer, with respect to the fact that none of such members of the Board of Directors holds any IEnova shares nor will participate in the Tender Offer.

The Board of Directors also reviewed the conflicts of interest expressed at the Meeting by Randall Lee Clark, Faisel Hussain Khan, Jennifer Frances Jett, Trevor Ian Mihalik, Erle Allen Nye, Jr., Peter Ronan Wall, Lisa Glatch, Tania Ortiz Mena L pez Negrete and Carlos Ruiz Sacrist n in connection with their participation and presence during discussion and voting on all matters related to the Tender Offer. All such abstentions due to conflicts of interest did not affect the required quorum for the Meeting.

Attachments

IEnova ER Opinion ENG.pdf
Total size =413K