EDF announces the success of its inaugural landmark offering of
green bonds convertible into new shares and/or exchangeable for
existing shares (OCEANEs Vertes) due 2024 for a nominal amount of
€2.4 billion
EDF announces the success of its
inaugural landmark offering of green bonds convertible into new
shares and/or exchangeable for existing shares (OCEANEs Vertes) due
2024 for a nominal amount of €2.4 billion
Paris, France, 8 September 2020 - EDF announces
today the success of its inaugural landmark offering of green
senior unsecured bonds convertible into new shares and/or
exchangeable for existing shares of the Company (OCEANEs Vertes)
due 2024.
This landmark transaction marks a key milestone
in EDF’s Cap 2030 strategy. In 2015, EDF has set itself the goal of
doubling its net installed renewables capacity to more than 50GW in
2030. Since 2013 the Company has issued five Green Bonds for a
total amount of circa €4.5 billion in order to foster its
development in renewable energies and has dedicated over the past
few years approximately €2.5 billion per year of gross operational
investments in renewables. This inaugural jumbo Offering, the first
of its kind, not only strengthens EDF’s leading position in
renewable energy in Europe and demonstrates its commitment “to
build a net zero energy future with electricity and innovative
solutions and services, to help save the planet and drive wellbeing
and economic development” as stated in its raison d’être, but also
confirms the Company’s position at the forefront of Green Bond
innovation.
Commenting on the transaction, Jean-Bernard
Levy, Chairman and CEO of EDF, said: “With this transaction we
demonstrate our commitment to the full decarbonisation of our
energy generation and position ourselves at the forefront of the
energy transition. The success of this placement demonstrates the
support of investors to our Cap 2030 strategy”.
This issuance is the largest non-mandatory
convertible bond issued in Europe since 2003, the largest green
convertible bond ever issued and the largest green bond issued by a
European corporate.
Main terms of the
transaction
EDF (ISIN Code: FR0010242511, Vigeo ESG Rating
66/100, Sustainalytics Rating 86/100) (the
“Company”) announces today the success of its
inaugural landmark offering of green senior unsecured bonds
convertible into new shares and/or exchangeable for existing shares
of the Company (OCEANEs Vertes) due 2024 (the
“Bonds”), by way of a placement to qualified
investors (within the meaning of the Prospectus Regulation) only,
in accordance with Article L. 411-2(1) of the French Code
monétaire et financier, for a nominal amount of approximately €2.4
billion (the “Offering”).
An amount equal to the net proceeds of the
Offering will be allocated, directly or indirectly, to the
financing and/or refinancing, in whole or in part, of new and/or
existing Eligible Projects, as defined in EDF’s Green Bond
Framework. Existing Eligible Projects that may be refinanced with
the present Offering with a maximum three-year look-back period
before the issuance year of the Bonds amount to approximately €1.5
billion in line with EDF’s Green Bond Framework.
The Bonds will not bear interest (zero-coupon)
and will be issued at an issue price of €11.70, i.e. 107.00% of
their nominal value, resulting in an annual gross yield-to-maturity
of (1.68)%. The nominal value of the Bonds has been set at €10.93,
corresponding to a premium of 32.5% above the Company's reference
share price on the regulated market of Euronext in Paris
(“Euronext Paris”)1.
Settlement-delivery of the Bonds is expected to
take place on 14 September 2020 (the “Issue
Date”).
Unless previously converted, exchanged, redeemed
or purchased and cancelled, the Bonds will be redeemed at par on 14
September 2024 (or on the following business day if this date is
not a business day) (the “Maturity Date”).
The Bonds may be redeemed prior to maturity at
the option of the Company, under certain conditions.
In particular, the Bonds may be fully redeemed
earlier at par, at the Company’s option at any time from 14
September 2022 (inclusive) until the Maturity Date (excluded),
subject to a prior notice of at least 30 (but not more than 60)
calendar days, if the arithmetic mean, calculated over a period of
20 consecutive trading days, chosen by the Company from among the
40 consecutive trading days ending on the trading day immediately
preceding the day of the publication of the early redemption
notice, of the daily products on each of such 20 consecutive
trading days of the volume weighted average price of the Company’s
shares on Euronext Paris and the applicable conversion/exchange
ratio on each such trading day, exceeds 130% of the nominal value
of the Bonds.
Bondholders will be granted the right to convert
or exchange the Bonds into new and/or existing shares of the
Company (the “Conversion/Exchange Right”) which
they may exercise at any time from the day (inclusive) following
the 90th day after the Issue Date (i.e., 14 December 2020) up to
the 7th business day (inclusive) preceding the Maturity Date or the
relevant early redemption date.
The conversion/exchange ratio is set at one
share per Bond, subject to standard adjustments, including
anti-dilution and dividend protections, as described in the terms
and conditions of the Bonds. Upon exercise of their
Conversion/Exchange Right, bondholders will receive at the option
of the Company new and/or existing shares of the Company carrying
in all cases all rights attached to existing shares of the Company
as from the date of delivery.
Application will be made for the admission of
the Bonds to trading on Euronext AccessTM of Euronext in Paris to
occur within 30 calendar days from the Issue Date.
Legal framework of the Offering and
placement
The Bonds are being issued by way of a placement
to qualified investors (within the meaning of Regulation (EU)
2017/1129 (as amended, the “Prospectus
Regulation”)) only, in accordance with Article L. 411-2(1)
of the French Code monétaire et financier, as per the authorization
granted by the Company’s extraordinary general meeting held on
7 May 2020 (24th resolution), in France and outside of France
(excluding, in particular, the United States of America, Australia,
Japan or South Africa), without an offer to the public (other than
to qualified investors) in any country (including France).
Existing shareholders of the Company shall have
no preferential subscription rights, and there will be no priority
subscription period, in connection with the issuance of the Bonds
or the underlying new shares of the Company issued upon
conversion.
Subscription by the French
State
The French State – represented by the French
Government Shareholding Agency (Agence des participations de l’État
– APE) –, which currently holds, together with EPIC Bpifrance,
83.6% of the Company’s share capital, has subscribed to the
Offering for a total nominal amount of €960 million, corresponding
to 40% of the Offering, at a price equal to the final price
resulting from the bookbuilding process.
Lock-up undertakings
In the context of the Offering, each of the
Company and the French State agreed to a lock-up undertaking on the
issuance or sale of shares or of securities giving access to the
share capital for a period starting from the announcement of the
transaction and ending 90 calendar days after the Issue Date,
subject to certain customary exceptions or waiver from the Joint
Bookrunners.
Dilution
As a result of the Offering, considering an
aggregate principal amount of €2,399,999,989.27 represented by
219,579,139 Bonds each with a nominal value of €10.93, based on the
initial conversion/exchange ratio, the potential dilution would
represent approximately 7.1% of the Company’s outstanding share
capital, if the Conversion/Exchange Right was exercised for all the
Bonds and the Company decided to only deliver new shares upon
exercise of the Conversion/Exchange Right.
Available information
Neither the offering of the Bonds, nor the
admission of the Bonds to trading on Euronext AccessTM is subject
to a prospectus approved by the French Autorité des marchés
financiers (the “AMF”). No key information
document required by the PRIIPs Regulation has been or will be
prepared. Detailed information about EDF, including its business,
results, prospects and the risk factors to which EDF is exposed are
described in the Company’s universal registration document
(Document d’enregistrement universel) for the financial year ended
December 31, 2019, filed by the Company with the AMF on
13 March 2020 under No. D.20-0128; the Company’s half-year
financial report as at 30 June 2020; the slideshow (including
its appendices) made available in connection with the Company’s
2020 half-year results announcement; and the Company’s press
releases and other regulated information about the Company; which
are all available on the Company’s website (www.edf.fr).
Important information
This press release does not constitute or form
part of any offer or solicitation to purchase or subscribe for or
to sell securities to any person in the United States, Australia,
Japan or South Africa or in any jurisdiction to whom or in which
such offer is unlawful, and the Offering of the Bonds is not an
offer to the public in any jurisdiction including France, other
than to qualified investors within the meaning of the Prospectus
Regulation, or an offer to retail investors as such term is defined
below.
Note: The English version of this press release
may differ from the French version for regulatory reasons.
About EDF
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 38.9 million customers(1), 28.8 million of which are
in France. It generated consolidated sales of €71.3 billion in
2019. EDF is listed on the Paris Stock Exchange.
(1) Customers are counted since 2018
per delivery site; a customer can have two delivery points: one for
electricity and another for gas.
Only print
what you need EDF S.A.22-30, avenue de Wagram75382 Paris cedex
08Capital de €1,551,810,543552 081 317 R.C.S.
Paris www.edf.fr |
CONTACTSPress: +33 (0) 1 40 42 46
37Analysts and Investors:+33 (0) 1 40 42 40
38 |
Disclaimer
This press release may not be released,
published or distributed, directly or indirectly, in or into the
United States of America, Australia, Japan or South Africa. The
distribution of this press release may be restricted by law in
certain jurisdictions and persons into whose possession any
document or other information referred to herein comes, should
inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
No communication or information relating to the
offering of the Bonds may be transmitted to the public in a country
where there is a registration obligation or where an approval is
required. No action has been or will be taken in any country in
which such registration or approval would be required. The issuance
or the subscription of the Bonds may be subject to legal and
regulatory restrictions in certain jurisdictions; none of EDF and
the Joint Bookrunners assumes any liability in connection with the
breach by any person of such restrictions.
This press release is an advertisement and not a
prospectus within the meaning of Regulation (EU) 2017/1129 (as
amended, the “Prospectus Regulation”). This press
release is not an offer to the public other than to qualified
investors, or an offer to subscribe or designed to solicit interest
for purposes of an offer to the public other than to qualified
investors in any jurisdiction, including France.
The Bonds will be offered only by way of a
placement in France and outside France (excluding the United States
of America, Australia, Japan, South Africa and any other
jurisdiction where a registration process or an approval would be
required by applicable laws and regulations) solely to qualified
investors as defined in Article 2 point (e) of the Prospectus
Regulation and in accordance with Article L. 411-2(1) of the
French Code monétaire et financier. There will be no offer to the
public in any country (including France) in connection with the
Bonds, other than to qualified investors. This press release does
not constitute a recommendation concerning the issue of the Bonds.
The value of the Bonds and EDF’s shares can decrease as well as
increase for a wide variety of reasons. Potential investors should
consult a professional adviser as to the suitability of the Bonds
for the person concerned.
Prohibition of sales to European Economic Area
and United Kingdom retail investors
The Bonds referred to (and as defined) herein
are not intended to be offered, sold or otherwise made available to
and should not be offered, sold or otherwise made available to, and
no action has been or will be undertaken to offer, sell or
otherwise make available any Bonds to any retail investor in the
European Economic Area (EEA) or in the United Kingdom. For the
purposes of this provision:
- the expression "retail investor" means a person who is one (or
more) of the following:
- a retail client as defined in point (11) of Article 4(1) of
Directive 2014/65/EU (as amended, "MiFID II");
or
- a customer within the meaning of Directive (EU) 2016/97, as
amended, where that customer would not qualify as a professional
client as defined in point (10) of Article 4(1) of MiFID II;
or
- not a “qualified investor” as defined in the Prospectus
Regulation; and
- the expression “offer" includes the communication in any form
and by any means of sufficient information on the terms of the
offer and the Bonds to be offered so as to enable an investor to
decide to purchase or subscribe for the Bonds, as applicable.
Consequently no key information document
required by Regulation (EU) No 1286/2014 (as amended, the
"PRIIPs Regulation") for offering or selling the
Bonds, or otherwise making them available, to retail investors in
the EEA or in the United Kingdom has been prepared and therefore
offering or selling the Bonds or otherwise making them available to
any retail investor in the EEA or in the United Kingdom may be
unlawful under the PRIIPs Regulation.
MIFID II product governance / French Retail
investors, professional investors and ECPs only target market
Solely for the purposes of each manufacturer’s
product approval process, the target market assessment in respect
of the Bonds has led to the conclusion that: (i) the target market
for the Bonds is French retail investors, eligible counterparties
and professional clients, each as defined in MiFID II; and (ii) all
channels for distribution of the Bonds to French retail investors,
eligible counterparties and professional clients are appropriate.
Any person subsequently offering, selling or recommending the Bonds
(a “distributor”) should take into consideration
the manufacturers’ target market assessment; however, a distributor
subject to MiFID II is responsible for undertaking its own
target market assessment in respect of the Bonds (by either
adopting or refining the manufacturers’ target market assessment)
and determining appropriate distribution channels. For the
avoidance of doubt, even if the target market includes French
retail investors, the Bonds will be offered only to eligible
counterparties and professional clients.
United Kingdom
This press release is addressed and directed
only (i) to persons located outside the United Kingdom, (ii) to
investment professionals as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the “Order”), (iii) to high net
worth companies, and other persons to whom it may lawfully be
communicated, falling within by Article 49(2) (a) to (d) of the
Order (the persons mentioned in paragraphs (i), (ii) and (iii) all
deemed relevant persons (the “Relevant Persons”)).
The Bonds and, as the case may be, the shares to be delivered upon
exercise of the conversion rights under the terms and conditions of
the Bonds (the “Financial Instruments”), are
intended only for Relevant Persons and any invitation, offer or
agreement related to the subscription, tender, or acquisition of
the Financial Instruments may be addressed and/or concluded only
with Relevant Persons. All persons other than Relevant Persons must
abstain from using or relying on this document and all information
contained therein.
This press release is not a prospectus which has
been approved by the Financial Conduct Authority or any other
United Kingdom regulatory authority for the purposes of Section 85
of the Financial Services and Markets Act 2000.
United States of America
This press release may not be released,
published or distributed in or into the United States. The Bonds,
the shares deliverable upon conversion or exchange of the Bonds, as
described in this press release, have not been, and will not be,
registered under the U.S. Securities Act of 1933, as amended (the
“Securities Act”), or the securities laws of any
State of the United States, and such securities may not be offered,
sold, pledged or otherwise transferred in the United States or to,
or for the account or benefit of, U.S. Persons, absent registration
under the Securities Act or pursuant to an available exemption
from, or in a transaction not subject to, the registration
requirements thereof and applicable state or local securities laws.
The securities of EDF have not been and will not be registered
under the Securities Act and EDF does not intend to register any
portion of the proposed offering in the United States, nor to make
a public offer of its securities in the United States. Terms used
in this paragraph have the meanings given to them by Regulation S
under the Securities Act.
Canada
The offering of the securities described herein
is only being made in those jurisdictions and to those persons
where and to whom they may be lawfully offered for sale, and only
by persons permitted to sell these securities. No securities
commission or similar regulatory authority in Canada has reviewed
or in any way passed upon this offering or the merits of these
securities, and any representation to the contrary is an offence.
This offering is not, and under no circumstances is it to be
construed as, an offer to sell the securities described herein or a
solicitation of an offer to buy the securities described herein in
any jurisdiction where the offer or sale of these securities is
prohibited.
The Bonds may only be distributed to investors
in Canada pursuant to an exemption from the prospectus requirements
of Canadian securities laws. Only prospective investors in Ontario,
Québec, British Columbia, Alberta and Manitoba purchasing, or
deemed to be purchasing, as principal that are “accredited
investors”, as defined in National Instrument 45-106 Prospectus
Exemptions or subsection 73.3(1) of the Securities Act (Ontario),
and are “permitted clients”, as defined in National Instrument
31-103 Registration Requirements, Exemptions and Ongoing Registrant
Obligations that are not individuals will be eligible to purchase
the Bonds. Each prospective investor in Canada may be required to
accept a representation letter confirming its eligibility and
providing certain additional acknowledgements, representations and
warranties. Any resale of the Bonds must be made in accordance with
an exemption from, or in a transaction not subject to, the
prospectus requirements of applicable securities laws.
Australia, Japan and South Africa
The Bonds, the shares deliverable upon
conversion or exchange of the Bonds, may not and will not be
offered, sold or purchased in Australia, Japan or South Africa. The
information contained in this press release does not constitute an
offer of securities for sale in Australia, Japan or South
Africa.
This press release may not be forwarded to any
U.S. address or distributed in any other manner in the United
States or in any other jurisdiction in which the distribution of
this press release would be unlawful. Failure to comply with this
directive may result in violation of the Securities Act or the
applicable laws of other jurisdictions.
The Joint Bookrunners are acting exclusively on
behalf of EDF and no-one else in connection with the Offering. They
will not regard any other person as their respective client in
relation to the Offering and will not be responsible to anyone
other than EDF for providing the same protections as to any of
their clients or to provide advice in connection with the Offering
or the Bonds or the offering thereof, the contents of this press
release or any other transaction, arrangement or other matter
described in this press release.
In connection with the Offering, the Joint
Bookrunners and any of their respective affiliates, may take up a
portion of the Bonds as a principal position and in that capacity
may subscribe for, acquire, retain, purchase, sell, offer, offer to
sell or negotiate for their own account such Bonds and other
securities of EDF or related investments in connection with the
Offering, the Bonds, EDF or otherwise.
Accordingly, references to securities issued,
offered, subscribed, acquired, placed or dealt should be read as
including any issue, offer, subscription, acquisition, placement,
dealing or negotiation made by the Joint Bookrunners and any of
their affiliates acting as investors for their own account. The
Joint Bookrunners do not intend to disclose the extent of any such
above mentioned investments or transactions otherwise than in
accordance with any applicable legal or regulatory
requirements.
None of the Joint Bookrunners or any of their
respective affiliates accept any responsibility whatsoever which
could result from the use of this press release with respect to its
inaccuracy or completeness.
Forward-looking statements
The Company considers portions of this
announcement to be a forward-looking statement. Forward-looking
statements can be identified typically by the use of
forward-looking terminology such as “believes”, “expects”, “may”,
“will”, “could”, “should”, “intends”, “estimates”, “plans”,
“assumes”, “predicts” or “anticipates”, as well as the negatives of
such words and other words of similar meaning in connection with
discussions of future operating or financial performance or of
strategy that involve risks and uncertainties. Although the Company
believes that the expectations reflected in such forward-looking
statements are based upon reasonable assumptions at the time made,
these assumptions are inherently uncertain and involve a number of
risks and uncertainties that are beyond the Company’s control;
therefore, the Company can give no assurance that such expectations
will be achieved. Future events and actual results, financial and
otherwise, may differ materially from the results discussed in the
forward-looking statements as a result of risks and uncertainties,
including, without limitation, possible changes in the timing and
consummation of the transactions described therein.
You are cautioned not to place any undue
reliance on the forward-looking statements contained in this
announcement, which speak only as at their respective dates.
Neither the Company nor any of its affiliates undertakes any
obligation publicly to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise except as required by any applicable laws and
regulations.
1 The
reference share price is equal to the volume-weighted average price
(VWAP) of EDF’s shares recorded on Euronext Paris from the launch
of the Offering today until the determination of the final terms
(pricing) of the Bonds on the same day, i.e. €8.2465.
- PARIS-#206531-v2A-EDF_-_Pricing_press_release_(Eng)