Acciona-Enel marriage to limp along-sources

By Carlos Ruano

MADRID, July 15 (Reuters) - The marriage of convenience between Spanish construction group Acciona SA (ANA.MC) and Italian utility Enel SpA to control Endesa SA is likely to end, but not before a 2012 deadline, say sources at Acciona.

Acciona and Enel (ENEI.MI) have for some time been seen by analysts as having conflicting interests in Endesa (ELE.MC), the Spanish utility which they took over by teaming up to outmanoeuvre German energy group EON AG EONG.DE.

Sources at Acciona told Reuters that a friendly split from its Italian partner was probable from March 2012, based on the terms of a previous agreement, with Acciona keeping 30 percent of Endesa's assets in exchange for giving up its stake in Enel.

Industry sources said differences between the two partners were largely the result of the conditions in the deal between Acciona and Enel, established after the Spanish government made it clear it opposed a foreign takeover.

The deal loaded the dice in favour of Acciona, allowing it to punch above its weight although it only bought 25 percent of the company's shares while the Italian group stumped up for 67 percent.

Under the deal, Acciona and Enel created a joint holding group controlling 50.02 percent of the utility's capital.

In the holding group, Acciona controls 50 percent plus seven shares while Enel controls the rest, meaning Acciona has greatest control.

Enel also promised in the original contract not to make use of the usual rules of proportional naming of board members and to vote in shareholders' meetings in the same way as the holding group.

Acciona's Chairman Jose Manuel Entrecanales also heads Endesa and the Spanish construction group has named finance and communication directors.

One of the bones of contention between Acciona and Enel is the valuation of Endesa's renewable assets, which are to be spun off into Acciona's subsidiary Acciona Energia, a company in which Acciona will retain 51 percent.

SEPARATE PATHS

Acciona has appointed Santander and Lazard to advise it on the value of the assets while JP Morgan and Mediobanca are advising Enel. Acciona has said it wants to resolve the renewables issue by October.

If the relationship between Acciona and Enel reaches deadlock, the pair could go their separate ways under their agreement as early as March 2010, dividing up Endesa assets.

From 2012 and up until 2017, the pair are allowed to break up Endesa without a deadlock situation.