Paris, 12 May 2022 - The EDF Group today announces the launch of the "ORS 2022" employee shareholding operation, a capital increase reserved for members of the EDF Group Savings Plan and the EDF International Group Savings Plan.
On May 11, 2022, EDF's Board of Directors decided on the principle of a capital increase reserved for members of EDF's Group Savings Plan (PEG) and International Group Savings Plan (PEGI). The capital increase will be carried out in accordance with the 22nd resolution approved by the General Shareholders' Meeting held today. The maximum amount of the capital increase that will be carried out will be approximately 0.6% of EDF's share capital this amount may be increased to 0.7% in the event of oversubscription.
This operation is reserved for employees who can prove that they have been employed for at least 3 months[1] by the company, by one of the French subsidiaries which are members of the PEG or by one of the subsidiaries whose registered office is in the United Kingdom which are members of the PEGI, as well as for retired employees of one or more participating companies of the EDF Group who still have assets within the PEG or the PEGI.
The capital increase will comprise a structured (or "leveraged") formula with a guarantee of the personal contribution up to a limit of approximately 0.21% of EDF's share capital, and a so-called classic formula. It will be carried out through a Company Mutual Fund (Fonds Commun de Placement d'Entreprise - FCPE). A matching contribution will be offered to employees for the classic formula.
The shares offered are ordinary shares listed on Euronext Paris (Compartment A), with current dividend rights. The investment in the PEG or PEGI will be subject to a compulsory holding period of 5 years ending on 26 July 2027, except in cases of early release provided for by the regulations. Voting rights will be exercised by the supervisory board of the FCPE.
The subscription price of the shares is expected to be set on 28 June 2022. It will include a 30% discount compared to the reference price determined on the basis of the average opening price of the EDF share recorded on the Euronext Paris market during the twenty trading days preceding the day of the decision to set the subscription price.
The reservation period will run from 16 to 30 May 2022 inclusive and will be followed by a subscription/redemption period from 29 June to 1 July 2022. Delivery of the shares will take place on 25 July 2022 at the latest. The above dates are indicative and subject to change.
For all questions relating to the capital increase, beneficiaries may consult the information brochure and other documents made available to them, in particular on the website www.ors2022.edf.fr. Employees may also contact their human resources manager. Eligible retirees should contact their custodian account holder for details on how to subscribe to the capital increase.
Hedging transactions
The implementation of the structured formula is likely to generate hedging transactions (in particular purchases and sales of shares, share lending and borrowing and the conclusion of call options) on the part of the financial institution acting as counterparty to the exchange transaction (Crédit Agricole CIB) - and possibly on the part of other financial institutions acting as counterparty to Crédit Agricole CIB - before the implementation of the transaction (in particular during the period for setting the reference price) and throughout the duration of the transaction.
Information intended for the international market
This press release does not constitute an offer to sell or a solicitation to buy EDF shares. The reserved capital increase will only be carried out in countries where such a transaction has been registered or notified with the competent local authorities and/or following the approval of a prospectus by the competent local authorities, or in consideration of an exemption from the requirement to prepare a prospectus or to register or notify the transaction, where such a procedure is required.
More generally, the transaction will only be carried out in countries where all required registration procedures and/or notifications have been completed, approvals obtained, and procedures for consulting or informing employee representatives carried out.
This press release is not intended for, and should not be copied or sent to, countries in which such a prospectus has not been approved or such an exemption is not available or in which all required registration, notification, consultation and/or information procedures have not yet been completed or authorizations obtained.
Contact
For any questions regarding this transaction, eligible retirees should consult the website www.ors2022.edf.fr. Employees will be informed of the terms and conditions of the capital increase via internal communication channels.