Not for release, publication or
distribution, directly or indirectly, in or into Canada, Australia
or Japan.
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.
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 energies and services to
approximately 37.1 million customers, 26.2 million of which are in
France. The Group generated consolidated sales of €71 billion in
2016. EDF is listed on the Paris Stock Exchange.
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EDF S.A.
22-30, avenue de Wagram
75382 Paris cedex 08
Capital de 1 054 568 341,50
552 081 317 R.C.S. Paris
www.edf.fr |
CONTACTS
Press : +33 (0) 1 40 42 46 37
Analysts and Investors :+33 (0) 1 40 42 40
38 |
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).
Risk
factors
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.
Important
information
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.
The distribution of this document
in certain countries may constitute a breach of applicable law.
The information contained in this
document does not constitute an offer of securities for sale in the
United States, Canada, Australia or Japan.
This press release may not be
published, forwarded or distributed, directly or indirectly, in
Canada, Australia or Japan.
EDF-PR- Capital increase
results
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions 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