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PRESS RELEASE
17 April 2019 |
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EDF Group launches
the 2019 employee reserved offer "ERO 2019"
Paris, April 17,
2019 - EDF Group announces today the launch of "ERO 2019", an
employee shareholding plan[1].
Encouraged by the sharp upswing in
performance in 2018 and by the progress made with respect to
its Performance Plan, the Group continues its commitment to the
energy transition and the implementation of its strategy Cap 2030.
The approach adopted by the government concerning the Multiannual
Energy Plan (PPE in French), the main focus of which is on
carbon-free electricity, currently provides us with a new impetus
for this strategic roadmap.
In this context, the Board of
Directors of EDF decided, on April 4, 2019, the principle of an
employee shareholding operation. This will be carried out by way of
a transfer of up to 7 704 974 existing shares handed over by the
State to EDF who will immediately transfer them to eligible
employees, former employees and pensioners.
This plan is reserved for
employees who have at least three months of seniority[2] in the
workforce of the company, in one of its French subsidiaries which
is a member of the EDF Group savings plan ("PEG") or in its foreign subsidiaries which are members
of the EDF International Group savings plan ("PEGI"), directly or indirectly majority owned, as well
as former employees and pensioners who still have holdings in the
PEG or the PEGI and had an employment contract or remunerated
activity for a period of at least five years with the company or
one of these subsidiaries.
The offer will include a so-called
"leveraged" formula with a guaranteed personal contribution in
euros and a so-called "classic" formula. It will be carried out
through a French employee mutual fund (Fonds
commun de placement d'entreprise, or FCPE). An employer 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. Being acquired through the subscription of shares
of a FCPE of the PEG, they will be subject to a mandatory holding
period of 5 years ending [July 16, 2024], subject to the cases of
early release provided for by the regulations. Voting rights will
be exercised by the Supervisory Board of the FCPE.
It is expected that the sale price
of the shares will be fixed on June 20, 2019. It will include a
discount of 20% compared to the reference price determined on the
basis of the average rate weighted by the daily volumes of EDF
shares traded on the Euronext Paris stock market over the twenty
days preceding the day of this decision.
The reservation period will run
from 6 to 21 May 2109 inclusive and will be followed by a
cancellation period from 21 to 24 June 2019. The shares will be
delivered by 16 July 2019 at the latest, subject to the prior
condition of the authorization granted by decree from the French
Minister of the Economy and Finance following the issue of a
favorable opinion by the French Government Commission on
Shareholding and Transfers (Commission des
participations et des transferts). The dates indicated above
are indicative and subject to change.
For any questions relating to this
offer, the beneficiaries may consult the information brochure and
other documents made available to them, in particular on the
website [www.ors2019.edf.com]. The employees may also contact their
Human Resources manager. Eligible former employees and pensioners
must contact their custodian account holder for the terms and
conditions of the subscription to the offer.
Hedging
operations
The implementation of the
leveraged offer is likely to generate from the financial
institution counterparty to the swap agreement (Crédit Agricole
CIB) - and possibly other financial institutions counterparties of
Crédit Agricole CIB - hedging transactions (in particular purchases
and sales of shares, share borrowing/lending and entering into
purchase options), in particular before the implementation of the
plan (in particular during the reference price fixing period) and
throughout the duration of the plan.
Other
information
This press release is made in
accordance with the exemption from publication of a prospectus of
Article 4(1)(e) of the European Directive 2003/71/EC as amended. It
constitutes the document required to meet the conditions of
exemption from publication of a prospectus as defined by the
European Directive 2003/71/CE as amended, transposed into the
internal law of each member state of the European Union, and with
regard to French law, Articles 212-4 (5°) of the General
Regulations of the French Financial Markets Authority ("AMF") and
Article 19 of Instruction No. 2016-04 of October 21, 2016, as
amended on January 15, 2018. It also constitutes the press release
required by article 221-3 of the AMF General Regulations.
Specific mention
for the international offer
This press release does not
constitute an offer to sell or a solicitation to buy EDF shares.
The EDF share offering reserved for employees will be made only in
those countries where such an offer has been registered or notified
to the relevant local authorities and / or following the approval
of a prospectus by the competent local authorities, or in
consideration of an exemption from drawing up a prospectus or from
registering or notifying the offer, where such a procedure is
required.
More generally, the offer will
only be made in countries where all the registration procedures and
/ or required notifications have been made, the authorizations
obtained, and the procedures for consultation or information of the
staff representatives carried out.
This press release is not intended
and should not be copied or sent to countries in which such a
prospectus has not been approved or such an exemption would not be
available or in which all procedures for registration,
notification, consultation and / or information required have not
yet been made or the authorizations have not been obtained.
Contact
For any question relating to this
plan, eligible former employees and pensioners should inform
themselves on the website www.ors2019.edf.com. Employees will be
informed of the terms and conditions of the subscription to the
offer by means of internal communication.
A key player in energy transition, the EDF Group is an integrated
electricity company, active in all areas of the business:
generation, transmission, distribution, energy supply and trading,
energy services. A global leader in low-carbon energies, the Group
has developed a diversified generation mix based on nuclear power,
hydropower, new renewable energies and thermal energy. The Group is
involved in supplying energy and services to approximately 39.8
million customers(1),
29.7million of which are in France. It generated consolidated sales
of €69 billion in 2018. EDF is listed on the Paris Stock
Exchange.
(1)The customers were counted at the end of 2018 per delivery site;
a customer can have two delivery points: one for electricity and
another for gas
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Only print this message if absolutely
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EDF SA
French societe anonyme
With a share capital of 1 505 133 838
euros
Registered lead office : 22-30, avenue de Wagram
75382 Paris cedex 08
552 081 317 R.C.S. Paris
www.edf.fr |
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CONTACTS
Press: +33 (0) 1 40 42 46 37
Analysts and Investors: +33 (0) 1 40 42 40 38 |
[1] Pursuant to
the provisions of Article 31-2 of Ordinance No. 2014-948 of 20
August 2014, as amended by law n°2015-990 of August 6, 2015,
7,704,974 shares must be offered to eligible employees and former
employees of EDF and its subsidiaries following the capital
increase with maintenance of preferential subscription rights for
shareholders carried out by EDF in March 2017.
[2] on the last
day of the cancellation period
EDF Group launches the 2019
employee reserved offer "ERO 2019"
This
announcement is distributed by West Corporation on behalf of West
Corporation clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: EDF via Globenewswire