Pursuant to the 24th resolution approved by the Company’s Extraordinary General Meeting of 7 May 2020, EDF issued on 8 September 2020 bonds convertible into and/or exchangeable for new and/or existing shares (OCEANEs Green bonds), maturing on 14 September 2024, for a nominal amount of €2,399,999,989.27 consisting of 219,579,139Bonds with a par value of €10.93 each. The bonds were offered in a public offering exclusively to qualified investors, within the meaning of Article 2(e) of Regulation (EU)2017/1129 of 14 June 2017, in France and outside France, in accordance with the so-called order book construction procedure, as developed by professional practice, with the exception of the United States of America, Australia and Japan. The French State subscribed to 87,831,655 bonds in this issue, representing a nominal amount of approximately €960 million, corresponding to a subscription of approximately 40% of the issue. The framework and details of this issue are set out in the reports below.
Ladies and Gentlemen, Dear Shareholders
In accordance with the provisions of Articles L. 225-129-5 and R. 225-116 of the French Commercial Code, we hereby report to you on the use of the delegation of authority granted by the Combined General Meeting of EDF shareholders (the Company) on 7 May 2020 under the terms of its 24th resolution, pursuant to which an issue of green bonds convertible into and/or exchangeable for new or existing shares of the Company was carried out by way of a public offering as referred to inArticle L. 411-2, 1° of the French Monetary and Financial Code (known as a “private placement”), without preferential subscription rights (the “OCEANEs Green bonds”).
We hereby inform you that the Board of Directors has granted a sub-delegation of Authority to the Chairman and Chief Executive Officer of the Company the power to decide on the issue of the OCEANEs Green bonds, in accordance with the provisions of Article L. 225-129-4, paragraph 1 of the French Commercial Code. In this respect, during the Board meeting of 6 November 2020, the Chairman and CEO reported on the use that had been made of this sub-delegation of authority, described the final terms and conditions of the issue of the OCEANEs Green bonds and submitted to the Board a draft supplementary report relating to the transaction.
In accordance with the aforementioned legal and regulatory provisions, we here by present you with this supplementary report which describes the final terms and conditions of the issue of the OCEANEs Vertes, sets out the impact of said transaction on the Company’s shareholders, as well as the theoretical impact of the issue on the market value of the EDF share.
We remind you that the Combined General Meeting of shareholders of the Company of 7 May 2020 (the “2020 General Meeting”), ruling under the conditions of quorum and majority required for extraordinary general meetings, in accordance with the provisions of Articles L. 225-129 et seq. of the French Commercial Code, in particular L. 225-129-2 to L. 225-129-6, L. 225-131, L. 225-135, L. 225-136, Articles L. 228-91 et seq. of the French Commercial Code, has, in particular, under the terms of its 24th resolution:
(i) delegated to the Board of Directors, for a period of 26 months from the 2020 General Meeting, with the option to sub-delegate, its authority to increase the share capital of the Company by issuing ordinary shares or securities giving access to the share capital by way of a public offering as referred to in Article L. 411-2 of the French Monetary and Financial Code (known as a “private placement”), on one or more occasions, without preferential subscription rights for shareholders;
(ii) decided that the aggregate nominal amount of all debt securities that may be issued pursuant to the 24th resolution may not exceed, and shall be counted against, the ceiling of EUR 2.4 billion (or the equivalent value of this amount)relating to issues of debt securities, provided for in the eighth paragraph of the 22nd resolution adopted by the 2020 General Meeting, it being specified that (x) this ceiling is the same for all debt securities issued on the basis of the resolutions adopted by the 2020 General Meeting, and (y) the total nominal amount of the capital increase resulting from exercising the rights attached to the debt securities issued pursuant to the 24th resolution may not exceed, and shall be counted against, the ceilings defined in (iii) below;
(iii) decided that the maximum nominal amount of the immediate or future share capital increases that may be implemented pursuant to the 24th resolution may not exceed an overall ceiling of 290 million euros and the ceiling provided for bylaw (i.e., as of the date of the 2020 General Meeting, 20% of the share capital per year); it being specified that this amount shall be counted against (x) the limit of EUR 290 million relating to capital increases with or without preferential subscription rights, provided for in the fourth paragraph of the 23rd resolution adopted by the 2020 General Meeting, and, as a consequence, (y) the shared limit for capital increases with or without pre-emptive rights carried out pursuant to the resolutions adopted by the 2020 General Meeting, in the amount of EUR365 million, provided for in the third paragraph of the 22nd resolution adopted by the 2020 General Meeting;
(iv) decided that the issue price of the securities giving access to the share capital, issued on the basis of the 24th resolution, shall be such that the amount received immediately by the Company, plus, if applicable, the amount that may be received subsequently by the Company, shall be, for each share issued as a result of the issue of these securities, at least equal to the minimum subscription price provided for by the regulatory provisions in force (i.e. the weighted average of the prices of the last three trading sessions on the Euronext Paris market preceding the start of the public offering within the meaning of Regulation (EU)2017/1129 of 14 June 2017, possibly reduced by a maximum discount of 10%);
(v) authorised the Board of Directors, under the terms of its 25th resolution, for a period of 26 months as from the 2020 General Meeting and with the option to sub-delegate, to increase the number of securities to be issued in the event of an increase in the Company’s share capital carried out with or without preferential subscription rights, in particular pursuant to the 24th resolution, at the same price as that used for the initial issue, within the time periods and limits provided for by the law and regulations applicable on the date of the initial issue (i.e., within 30 days of the close of the subscription and up to 15% of the initial issue); and
(vi) delegated to the Board of Directors, under the terms of the thirteenth paragraph of its 24th resolution, all powers, with the option to sub-delegate, to implement the delegation of authority granted under the terms of said resolution, in particular for the purpose of: setting the terms, conditions, procedures and dates of the issues; determining the number and characteristics of the securities to be issued pursuant to said resolution, including, with respect to debt securities, their ranking, their interest rate and the terms governing the payment of interest, the currency in which they are issued, their term and the procedures for their redemption and amortisation; setting the date of enjoyment, even retro actively, of the securities to be issued pursuant to said resolution; setting the terms and conditions under which the Company shall have the option, where applicable, to redeem or exchange the securities to be issued pursuant to said resolution; and requesting the admission to trading of the securities issued pursuant to said resolution wherever the Board of Directors may so decide.
