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@ IANNIS G./REA |
The 2022 results were significantly affected by the decline in our electricity output, and also by exceptional regulatory measures introduced in France in difficult market conditions. Despite all the challenges, EDF actively focused on service and support for all its residential and business customers, and made every endeavour to ensure the best generation fleet availability for the winter period. All the Group’s employees deserve praise for their dedication and great resilience in a difficult environment. 2022 also confirmed the new impetus for nuclear in France, and accelerated expansion for renewable energies. The French President, during its speech of Belfort, announced a clear, coherent energy plan and the EDF group’s strategy is part of it. Our priority right now is improving EDF’s financial position, and I am confident that the benefits of the actions taken will begin to show in 2023.
Luc Rémont, Chairman and Chief Executive Officer of EDF
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Significant downturn in results in a context of French power output shortfall and high market prices
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2022 financial results |
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Sales |
€143.5 bn |
EBITDA |
-5.0 bn |
Net income excluding non-recurring items (1) |
€-12.7 bn |
Net income - Group share |
€-17.9 bn |
Net financial debt |
€64.5 bn |
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Objectives for 2023 (2)
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Net financial debt / EBITDA |
≤ 3x |
Adjusted economic debt / Adjusted EBITDA (3) |
≤ 4.5x |
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(1) |
Net income excluding non-recurring items is not defined by IFRS and is not directly visible in the Group’s consolidated income statement. It corresponds to the net income excluding non-recurring items and the net changes in the fair value of energy and commodity derivatives, excluding trading activities and excluding net changes in the fair value of debt and equity instruments, net of tax. |
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(2) |
Based on scope and exchange rates at 1 January 2023, a constant regulatory and fiscal environment and considering the financing of the 15% tariff cap by the CSPE, assuming French nuclear output of 300-330TWh and the generation schedule. |
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(3) |
Applying constant Standard & Poor’s methodology. |
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The simplified public tender offer
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Upon completion of the Offer filed by the French State for the securities of EDF, the French Financial Markets Authority (the "AMF") announced that the French state owns 95.82% of the share capital and at least 96.53% of the voting rights of EDF, and 99,96% of the outstanding océanes (see the AMF notices in the "Takeover bid” section).
The Offer, which was declared compliant by the AMF on 22 November 2022, was open to shareholders and holders of océanes located in France and in the United States(1) from 24 November 2022 to 3 February 2023, subject to reopening in accordance with the undertakings of the French State (see below).
Shareholders who tendered their shares to the semi-centralized Offer received their payments on the basis of a price of €12 per share as of 13 February 2023.
The conditions for the implementation of a squeeze-out procedure on EDF shares and océanes are now met. |
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The next steps |
Pending the decision of the Paris Court of Appeal on the claim for annulment of the clearance decision on the Offer, the French State has taken the undertaking not to implement a squeeze-out procedure prior to the Court of Appeal's decision on the claim on the merits.
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In the event that the Court of Appeal confirms the AMF's clearance decision, the French State undertakes:
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to 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. Thus, shareholders who have not yet tendered their shares to the Offer, and who wish to do so, will be able to participate in the Offer during this reopening period, which, if applicable, will be communicated by the AMF;
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to proceed with the squeeze-out.
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In the event that the Court of Appeal annuls or amends the AMF's clearance decision, the French State undertakes:
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to 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 océanes who so request;
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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 as a result and following the decision of the Paris Court of Appeal, to pay an additional price to shareholders and/or holders of océanes (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.
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The squeeze-out: what you need to know |
As indicated above, the conditions for implementing a squeeze-out procedure for EDF shares and océanes are now met.
EDF shareholders, if at the closing of the reopened Offer (in the event that the Court of Appeal confirms the AMF's clearance decision), you have not tendered your shares to the Offer, the implementation of the squeeze-out will lead to the transfer of your shares to the French State in return for compensation equal to the Offer price, i.e. €12 per share.
The squeeze-out would also cover the océanes bonds.
In the context of the squeeze-out, the shares and the océanes would be delisted from Euronext Paris and Euronext Access respectively.
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(1) |
In the United States, pursuant to Section 14(e) of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), the laws and regulations promulgated thereunder, including Regulation 14E after applying the exemptions provided for in Rule 14d-1(d) of the Exchange Act (the "Tier II exemption"). |
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2022 Highlights |
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