Paris, France, 28 March 2017 - EDF (the ”Company”) announces today the success of its share capital increase with preferential subscription rights to existing shareholders (the “Rights Issue”).
The final gross proceeds of the Rights Issue (including the issue premium) amount to €4,017,905,375.40 and result in the issuance of 632,741,004 new shares (the “New Shares”).
Following the subscription period, which ended on 21 March 2017, total subscription orders amounted to approximately 4.9 billion euros, representing a subscription rate of 121.8%:
- 624,253,641 New Shares were subscribed on a non-reducible basis (à titre irréductible), representing 98.7% of the New Shares;
- Orders submitted on a reducible basis (à titre réductible) represented 146,339,031 New Shares and will therefore be partly fulfilled. 8,487,363 New Shares (representing 1.3% of the New Shares) will be allocated in this respect according to a ratio equal to 0.0241404653285479 calculated on the number of rights exercised on a non-reducible basis (à titre irréductible), 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 for on a reducible basis (à titre réductible).
In accordance with its commitment, the French State subscribed for an amount of 3 billion euros, representing approximately 75% of the Rights Issue and will hold 83.10% of the Company’s share capital following the completion of the Rights Issue. The dilution of the French State will result in an increased free float, which (including employees shareholding) will increase from 14.25% to 16.81% of the Company’s share capital.
Proceeds from the Rights Issue will primarily be used to finance the Group’s development operations during the period between 2017 and 2020, in line with the CAP 2030 strategy, and more generally, to strengthen the Group’s financial flexibility. The Rights Issue is in keeping with an overall action plan aimed at boosting performance (cost-cutting and disposal plan) and shareholders’ equity.
Settlement and delivery as well as beginning of trading on Euronext Paris (Segment A) of the New Shares will take place on 30 March 2017. 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 2016. 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.
Notice to French Investors
A prospectus relating to the Rights Issue approved by the French Autorité des marchés financiers (the “AMF”) on 6 March 2017, under number 17-085, comprised of a Reference Document (Document de Référence) registered by the AMF on 6 March 2017, under number D.17-0125 and a Securities Note (Note d’Opération) (including a summary of the prospectus) in connection with the Rights Issue is available, without charge and upon request to the Company at 22-30 avenue de Wagram 75008 Paris, as well as on the websites of the Company (www.edf.fr) and of the AMF (www.amf-france.org).
The Company draws the public’s attention to the section 2.1 "Risks to which the Group is exposed" of the Reference Document, and to Chapter 2 of the Securities Note.
No communication and no information in respect of this transaction or Electricité de France S.A. 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, the subscription for or the purchase of Electricité de France S.A.’s shares or rights may be subject to specific legal or regulatory restrictions in certain jurisdictions. Electricité de France S.A. accepts no responsibility for any violation of any such restrictions by any person.
This announcement is not a prospectus within the meaning of Directive 2003/71/EC of the European Parliament and the Council of 4 November 2003, as amended, in particular by Directive 2010/73/EU to the extent such Directive has been transposed in each relevant Member State of the European Economic Area (together, the “Prospectus Directive”).
With respect to the Member States of the European Economic Area which have implemented the Prospectus Directive (each, a “relevant Member State”), other than France, no action has been undertaken or will be undertaken to make an offer to the public of the securities requiring publication of a prospectus in any relevant Member State. As a result, the New Shares of Electricité de France S.A. may only be offered in relevant Member States (i) to qualified investors, as defined by the Prospectus Directive, or (ii) in any other circumstances not requiring Electricité de France S.A. to publish a prospectus as provided under Article 3(2) of the Prospectus Directive.
The distribution of this press release is not made, and has not been approved, by an “authorised person” within the meaning of section 21(1) of the Financial Services and Markets Act 2000. 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 Promotions) Order 2005 (as amended, the “Order”), or (iii) are high net worth entities and other persons to whom it may be lawfully communicated falling 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 securities of Electricité de France S.A. are directed only at Relevant Persons and no invitation, offer or agreements to subscribe, purchase or acquire the securities 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 information contained herein. 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 Financial Services and Markets Act 2000.
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. 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 offering of its securities in the United States.
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