Result of the simplified public tender offer for the equity securities of EDF
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 EDF1, and 218,616,300 OCEANEs, representing 99,96% of the outstanding OCEANEs2.
The notice of result released by the AMF is available on the AMF’s website (www.amf-france.org).
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 met3.
As indicated in an AMF notice of 25 January 20234, 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.
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.
This press release is certified. Check its authenticity on medias.edf.com
As a major player in energy transition, the EDF Group is an integrated energy company active in all businesses: generation, transmission, distribution, energy trading, energy sales and energy services. EDF group is a world leader in low-carbon energy, having developed a diverse production mix based mainly on nuclear and renewable energy (including hydropower). It is also investing in new technologies to support energy transition. EDF’s raison d’être is to build a net zero energy future with electricity and innovative solutions and services, to help save the planet and drive well-being and economic development. The Group is involved in supplying energy and services to approximately 38.5 million customers (1), of whom 29.3 million in France (2). It generated consolidated sales of €84.5 billion in 2021. EDF is listed on the Paris Stock Exchange.
(1) Since 2018, customers are counted per delivery site. A customer can have two delivery points: one for electricity and another one for gas.
(2) Including ÉS (Électricité de Strasbourg) and SEI.
1 Figures not taking into account EDF’s treasury shares (888,511 shares).
2 The share allocation ratio per OCEANE will be adjusted to 1,124 after 1stMarch 2023, and subject to a subsequent adjustment in case of a reopening of the Offer, as detailed in a separate press release available on EDF’s website (www.edf.fr/finance).
3 In accordance with Articles L. 433-4 II and III of the French Monetary and Financial Code and 237-1 to 237-3 of the AMF’s General Regulation.
4 See press release dated 26 January 2023.
- PR_Result tender offer V08.02