Paris, France, 5 April 2022 - EDF (the “Company”) announces today the success of its share capital increase with preferential subscription rights to existing shareholders (the “Rights Issue”).
The gross proceeds of the Rights Issue (including the issue premium) amount to 3,163,938,046 euros and result in the issuance of 498,257,960 new shares (the “New Shares”).
Following the subscription period, which ended on 1 April 2022, total subscription orders amounted to approximately 4.1 billion euros, representing a subscription rate of 129.01%:
- 493,611,726 New Shares were subscribed on a non-reducible basis (à titre irréductible), representing 99.07% of the New Shares;
- Orders submitted on a reducible basis (à titre réductible) represented 149,185,083 New Shares and will therefore be partly fulfilled. 4,646,234 New Shares (representing 0.93% of the New Shares) will be allocated according to a coefficient of 0.01437838 calculated based on the number of rights exercised on a non-reducible basis, provided that there is no allocation of a fraction of a New Share and that no allocation may exceed the number of New Shares subscribed on a reducible basis.
In accordance with its commitment, the French State subscribed for an amount of approximately 2.7 billion euros, representing approximately 83.88% of the Rights Issue and holds approximately 83.88%[1] of the Company’s share capital following the completion of the Rights Issue.
The net proceeds from the Rights Issue will primarily be used:
- to finance the Group’s development operations during the period between 2022 and 2024, in line with the CAP 2030 strategy;
- to strengthen the Group's credit rating and its access to financing markets; and
- more generally, to strengthen the Group’s financial flexibility.
The Rights Issue is part of a broader action plan aimed at strengthening the balance sheet structure.
Settlement-delivery and beginning of trading on Euronext Paris (Segment A) of the New Shares will occur on 7 April 2022. The New Shares will carry dividend rights and their holders will be entitled to any dividends distributed by EDF from the date of issuance, it being specified that they will only entitle their holders to the final dividend for the fiscal year 2021 and the holders will be able to opt for a payment of the dividend in shares. The New Shares will be, as from their issuance date, fully fungible with EDF’s existing shares and will be traded under the same ISIN code FR0010242511.
The issue of the New Shares (other than those covered by the French State subscription) was underwritten by a banking syndicate.
Note: The English version of this press release may differ from the French version for regulatory reasons.
Important information
No communication and no information in respect of this transaction may be distributed to the public in any jurisdiction where a registration or approval is required. No steps have been or will be taken in any jurisdiction (other than France) where such steps would be required. The issue, subscription for or purchase of Electricité de France S.A.’s shares may be subject to specific legal or regulatory restrictions in certain jurisdictions. Electricité de France S.A. assumes no responsibility for any violation of any such restrictions by any person.
This announcement is not a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “Prospectus Regulation”) or Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”).
With respect to the member states of the European Economic Area other than France (the “Member States”), no action has been undertaken or will be undertaken to make an offer to the public of shares or preferential subscription rights requiring the publication of a prospectus in any Member States. As a result, any shares or preferential subscription rights of Electricité de France S.A. may only be offered in Member States (i) to qualified investors, as defined by the Prospectus Regulation; (ii) to fewer than 150 natural or legal persons, other than qualified investors (as defined in the Prospectus Regulation) by Member State; or (iii) in any other circumstances, not requiring Electricité de France S.A. to publish a prospectus as provided under Article 1(4) of the Prospectus Regulation; and provided that none of the offers mentioned in paragraphs (i) to (iii) above requires the publication of a prospectus by Electricité de France S.A. pursuant to article 3 of the Prospectus Regulation, or a supplement to the Prospectus Regulation pursuant to article 23 of the Prospectus Regulation.
With respect to the United Kingdom, no action has been undertaken or will be undertaken to make an offer to the public of shares or preferential subscription rights requiring the publication of a prospectus in the United Kingdom. As a result, any shares or preferential subscription rights of Electricité de France S.A. may only be offered in the United Kingdom (i) to qualified investors, as defined under Article 2 of the UK Prospectus Regulation; (ii) to fewer than 150 natural or legal persons, other than qualified investors (as defined in the UK Prospectus Regulation), with the prior consent of the Managers (as such term is defined in the transaction documents); or (iii) in any other circumstances falling within Section 86 of the Financial Services and Markets Act 2000 (the “FSMA”), provided that no such offer shall require Electricité de France S.A. to publish a prospectus pursuant to Section 85 of the FSMA or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation.
This press release and any other materials in relation to the New Shares or preferential subscription rights have not been made, and have not been approved, by an “authorised person” within the meaning of section 21(1) of the FSMA. As a consequence, this press release is directed only at persons who (i) are located outside the United Kingdom, (ii) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”), or (iii) are high net worth entities and other persons to whom it may be lawfully communicated within Article 49(2)(a) to (d) of the Order (all such persons mentioned in paragraphs (i), (ii) and (iii) collectively being referred to as “Relevant Persons”). The New Shares or preferential subscription rights are intended only for Relevant Persons and no invitation, offer or agreements to subscribe, purchase or acquire the New Shares or preferential subscription rights may be proposed or made other than with Relevant Persons. Any person other than a Relevant Person may not act or rely on this document or any provision thereof. This press release is not a prospectus which has been approved by the Financial Conduct Authority or any other United Kingdom regulatory authority within the meaning of Section 85 of the FSMA.
This press release does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States or any other jurisdiction (other than France). Securities may not be offered, subscribed or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements thereof. The shares of Electricité de France S.A. and rights in respect thereof have not been and will not be registered under the U.S. Securities Act and Electricité de France S.A. does not intend to make a public offer of its securities in the United States.
The distribution of this document in certain countries may constitute a breach of applicable law. The information contained in this document does not constitute an offer of securities for sale in the United States, Canada, Australia or Japan.
This press release may not be published, forwarded or distributed, directly or indirectly, in Canada, Australia or Japan.