EDF announces the success of its inaugural landmark offering of green bonds convertible into new shares and/or exchangeable for existing shares (OCEANEs Vertes) due 2024 for a nominal amount of €2.4 billion
Paris, France, 8 September 2020 - EDF announces today the success of its inaugural landmark offering of green senior unsecured bonds convertible into new shares and/or exchangeable for existing shares of the Company (OCEANEs Vertes) due 2024.
This landmark transaction marks a key milestone in EDF’s Cap 2030 strategy. In 2015, EDF has set itself the goal of doubling its net installed renewables capacity to more than 50GW in 2030. Since 2013 the Company has issued five Green Bonds for a total amount of circa €4.5 billion in order to foster its development in renewable energies and has dedicated over the past few years approximately €2.5 billion per year of gross operational investments in renewables. This inaugural jumbo Offering, the first of its kind, not only strengthens EDF’s leading position in renewable energy in Europe and demonstrates its commitment “to build a net zero energy future with electricity and innovative solutions and services, to help save the planet and drive wellbeing and economic development” as stated in its raison d’être, but also confirms the Company’s position at the forefront of Green Bond innovation.
Commenting on the transaction, Jean-Bernard Levy, Chairman and CEO of EDF, said: “With this transaction we demonstrate our commitment to the full decarbonisation of our energy generation and position ourselves at the forefront of the energy transition. The success of this placement demonstrates the support of investors to our Cap 2030 strategy”.
This issuance is the largest non-mandatory convertible bond issued in Europe since 2003, the largest green convertible bond ever issued and the largest green bond issued by a European corporate.
Main terms of the transaction
EDF (ISIN Code: FR0010242511, Vigeo ESG Rating 66/100, Sustainalytics Rating 86/100) (the “Company”) announces today the success of its inaugural landmark offering of green senior unsecured bonds convertible into new shares and/or exchangeable for existing shares of the Company (OCEANEs Vertes) due 2024 (the “Bonds”), by way of a placement to qualified investors (within the meaning of the Prospectus Regulation) only, in accordance with Article L. 411-2(1) of the French Code monétaire et financier, for a nominal amount of approximately €2.4 billion (the “Offering”).
An amount equal to the net proceeds of the Offering will be allocated, directly or indirectly, to the financing and/or refinancing, in whole or in part, of new and/or existing Eligible Projects, as defined in EDF’s Green Bond Framework. Existing Eligible Projects that may be refinanced with the present Offering with a maximum three-year look-back period before the issuance year of the Bonds amount to approximately €1.5 billion in line with EDF’s Green Bond Framework.
The Bonds will not bear interest (zero-coupon) and will be issued at an issue price of €11.70, i.e. 107.00% of their nominal value, resulting in an annual gross yield-to-maturity of (1.68)%. The nominal value of the Bonds has been set at €10.93, corresponding to a premium of 32.5% above the Company's reference share price on the regulated market of Euronext in Paris (“Euronext Paris”)1.
Settlement-delivery of the Bonds is expected to take place on 14 September 2020 (the “Issue Date”).
Unless previously converted, exchanged, redeemed or purchased and cancelled, the Bonds will be redeemed at par on 14 September 2024 (or on the following business day if this date is not a business day) (the “Maturity Date”).
The Bonds may be redeemed prior to maturity at the option of the Company, under certain conditions.
In particular, the Bonds may be fully redeemed earlier at par, at the Company’s option at any time from 14 September 2022 (inclusive) until the Maturity Date (excluded), subject to a prior notice of at least 30 (but not more than 60) calendar days, if the arithmetic mean, calculated over a period of 20 consecutive trading days, chosen by the Company from among the 40 consecutive trading days ending on the trading day immediately preceding the day of the publication of the early redemption notice, of the daily products on each of such 20 consecutive trading days of the volume weighted average price of the Company’s shares on Euronext Paris and the applicable conversion/exchange ratio on each such trading day, exceeds 130% of the nominal value of the Bonds.
Bondholders will be granted the right to convert or exchange the Bonds into new and/or existing shares of the Company (the “Conversion/Exchange Right”) which they may exercise at any time from the day (inclusive) following the 90th day after the Issue Date (i.e., 14 December 2020) up to the 7th business day (inclusive) preceding the Maturity Date or the relevant early redemption date.
The conversion/exchange ratio is set at one share per Bond, subject to standard adjustments, including anti-dilution and dividend protections, as described in the terms and conditions of the Bonds. Upon exercise of their Conversion/Exchange Right, bondholders will receive at the option of the Company new and/or existing shares of the Company carrying in all cases all rights attached to existing shares of the Company as from the date of delivery.
Application will be made for the admission of the Bonds to trading on Euronext AccessTM of Euronext in Paris to occur within 30 calendar days from the Issue Date.
Legal framework of the Offering and placement
The Bonds are being issued by way of a placement to qualified investors (within the meaning of Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”)) only, in accordance with Article L. 411-2(1) of the French Code monétaire et financier, as per the authorization granted by the Company’s extraordinary general meeting held on 7 May 2020 (24th resolution), in France and outside of France (excluding, in particular, the United States of America, Australia, Japan or South Africa), without an offer to the public (other than to qualified investors) in any country (including France).
Existing shareholders of the Company shall have no preferential subscription rights, and there will be no priority subscription period, in connection with the issuance of the Bonds or the underlying new shares of the Company issued upon conversion.
Subscription by the French State
The French State – represented by the French Government Shareholding Agency (Agence des participations de l’État – APE) –, which currently holds, together with EPIC Bpifrance, 83.6% of the Company’s share capital, has subscribed to the Offering for a total nominal amount of €960 million, corresponding to 40% of the Offering, at a price equal to the final price resulting from the bookbuilding process.
Lock-up undertakings
In the context of the Offering, each of the Company and the French State agreed to a lock-up undertaking on the issuance or sale of shares or of securities giving access to the share capital for a period starting from the announcement of the transaction and ending 90 calendar days after the Issue Date, subject to certain customary exceptions or waiver from the Joint Bookrunners.
Dilution
As a result of the Offering, considering an aggregate principal amount of €2,399,999,989.27 represented by 219,579,139 Bonds each with a nominal value of €10.93, based on the initial conversion/exchange ratio, the potential dilution would represent approximately 7.1% of the Company’s outstanding share capital, if the Conversion/Exchange Right was exercised for all the Bonds and the Company decided to only deliver new shares upon exercise of the Conversion/Exchange Right.
Available information
Neither the offering of the Bonds, nor the admission of the Bonds to trading on Euronext AccessTM is subject to a prospectus approved by the French Autorité des marchés financiers (the “AMF”). No key information document required by the PRIIPs Regulation has been or will be prepared. Detailed information about EDF, including its business, results, prospects and the risk factors to which EDF is exposed are described in the Company’s universal registration document (Document d’enregistrement universel) for the financial year ended December 31, 2019, filed by the Company with the AMF on 13 March 2020 under No. D.20-0128; the Company’s half-year financial report as at 30 June 2020; the slideshow (including its appendices) made available in connection with the Company’s 2020 half-year results announcement; and the Company’s press releases and other regulated information about the Company; which are all available on the Company’s website (www.edf.fr).
Important information
This press release does not constitute or form part of any offer or solicitation to purchase or subscribe for or to sell securities to any person in the United States, Australia, Japan or South Africa or in any jurisdiction to whom or in which such offer is unlawful, and the Offering of the Bonds is not an offer to the public in any jurisdiction including France, other than to qualified investors within the meaning of the Prospectus Regulation, or an offer to retail investors as such term is defined below. (See attached file.)
Note: The English version of this press release may differ from the French version for regulatory reasons.
1The reference share price is equal to the volume-weighted average price (VWAP) of EDF’s shares recorded on Euronext Paris from the launch of the Offering today until the determination of the final terms (pricing) of the Bonds on the same day, i.e. €8.2465.
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