On 8 February 2023, the French Financial Markets Authority, the Autorité des Marchés Financiers (the "AMF") published the result of the simplified public tender offer (the "Offer") filed by the French State for the equity securities of EDF, after the Offer closed on 3 February 2023.
Upon completion of the Offer, the French State will own 3,725,111,882 EDF shares, representing 95.82% of the share capital and at least 96.53% of the voting rights of EDF[1], and 218,616,300 OCEANEs, representing 99,96% of the outstanding OCEANEs[2].
The notice of result released by the AMF is available on the AMF's website.
The settlement-delivery of the Offer will occur on 13 February 2023 according to the timetable released by Euronext Paris.
The conditions for implementing a squeeze-out procedure for EDF shares and OCEANEs are now met[3].
As indicated in an AMF notice of 25 January 2023[4], pending the decision of the Paris Court of Appeal on the claim lodged by the employee shareholding fund Actions EDF and the non-profit organizations Energie En Actions and Association pour la Défense des Actionnaires Minoritaires seeking the annulment of the clearance decision on the Offer, the French State has taken the following undertakings:
- not to implement a squeeze-out procedure prior to the Court of Appeal's decision on the claim on the merits.
- in the event that the Court of Appeal confirms the AMF's clearance decision:
- request the AMF to reopen the Offer for a period of 10 trading days after the decision of the Court of Appeal on the claim on the merits;
- proceed with the squeeze-out.
- in the event that the Court of Appeal annuls or amends the AMF's clearance decision:
- return the securities acquired in the Offer (both in the context of the semi-centralized Offer and through market acquisitions) to former shareholders and/or holders of OCEANEs who so request;
- in the event that the French State decides to file an amended draft simplified public tender offer (followed by a squeeze-out) at a more favourable price following the decision of the Paris Court of Appeal, pay an additional price to shareholders and/or holders of OCEANEs (having tendered their securities in the semi-centralized Offer or having sold it on the market within the Offer) who have not requested the return of their securities but who request payment of the additional price.
Important information
This press release was prepared for information purposes only. It does not constitute an offer to the public and may not be deemed to constitute any form of soliciting for the purpose of buying or selling financial securities. The circulation of this press release, the Offer, and the acceptance of the Offer may be subject to a specific regulation or restrictions in some countries. The Offer is not directed at persons subject to such restrictions, either directly or indirectly, and it may not be accepted by anyone located in a jurisdiction where the Offer is subject to such restrictions. Consequently, persons in possession of this press release must familiarize themselves and comply with any restrictions that may apply to them.
EDF may not be held liable for the violation, by any person or entity, of any applicable legal or regulatory restrictions.