| Securities concerned/type of issue | Term of the authorisation | Maximum nominal increase |
|---|---|---|
| Delegation of authority to the Board to carry out increases of capital reserved for a category of beneficiaries, with cancellation of the shareholders’ preferential subscription right | Delegation of authority to the Board to carry out increases of capital reserved for a category of beneficiaries, with cancellation of the shareholders’ preferential subscription right Term of the authorisation 18 months7 November 2022 | Delegation of authority to the Board to carry out increases of capital reserved for a category of beneficiaries, with cancellation of the shareholders’ preferential subscription right Maximum nominal increase 10 |
| Authorisation for the Board to reduce the capital by cancelling treasury shares | Authorisation for the Board to reduce the capital by cancelling treasury shares Term of the authorisation 18 months7 November 2022 | Authorisation for the Board to reduce the capital by cancelling treasury shares Maximum nominal increase 10% of the capital by 24-month periods |
On 8 September 2020, EDF launched an issue of senior unsecured Green Bonds convertible into and/or exchangeable for new and/or existing shares (Green OCEANE Bonds) maturing on 14 September 2024. The bonds were offered to the public exclusively to qualified investors, within the meaning of Article 2(e) of EU regulation 2017/1129 of 14 June 2017, in France and outside France, in accordance with the procedure known as “bookbuilding”, as developed by professional practice, with the exception of the United States of America, Australia and Japan (as referred to in Article L. 411-2, 1° of the French Monetary and Financial Code) for a maximum par value of approximately €2.4 billion and a gross annual negative return of -1.68%.
On the 14th of September 219, 579,139 Green OCEANE Bonds were issued under ISIN code FR0013534518 with a par value of €10.93 and an issue price of €11.70, i.e. 107% of the par value. They do not bear interest. The French State has subscribed to 87,831,655 Green OCEANES bonds, i.e. 40% of the bond issue and €960 million of principal.
The Company has decided that in the event that the holders of Green Bonds exercise the option to convert and/or exchange the Green Bonds into ordinary shares of the Company, the Green Bonds will be converted and the Company will issue new ordinary shares. The conversion ratio is 1 OCEANE bond for 1 common share but may be subject to adjustment in accordance with the terms of the issue agreement.
An amount equal to the net proceeds of the issue will be allocated, directly or indirectly, to the financing and/or refinancing, in whole or in part, of new or existing Eligible Projects, as defined in EDF’s Green Bond Frameword. Existing eligible projects that may be refinanced through this Issue with a maximum three-year retrospective period preceding the year of the Bond Issue represent approximately €1.5 billion, pursuant to EDF’s Green Bond Framework.
This issue may also contribute to the strengthening of the Company’s shareholders’ equity, in the event that the holders exercise their option to convert the Green OCEANE Bonds, resulting in the issue of new shares of the Company.
Assuming an issue with a par value of €2,399,999,989.27 represented by 219,579,139 bonds with a par value of €10.93 each, based on the initial conversion ratio, the potential dilution would be approximately 7.1% of the Company’s share capital if the right to the allocation of shares were exercised for all Bonds and the Company decided to issue only new shares in the event that the right to the allocation of shares is exercised. (see section 6.8 presenting the report of the Board of Directors and the Statutory Auditors on the bond issue).
On 18 April 1996, EDF set up a programme to issue debt securities in the form of Euro Medium Term Notes (the “EMTN” programme). Since this date, this programme has been regularly renewed.
On 6 October 2016, EDF successfully raised $2.655 billion from 2 senior bonds subscribed for by twenty or so investors on the Taiwanese market (“Formosa bonds”):
On 6 October 2016, EDF also successfully launched a senior multi-currency bond issue of approximately €3 billion in four tranches:
This third Green Bond issue, in an amount of €1.75 billion, is the largest tranche of Green Bonds issued to date and means that EDF has already issued the equivalent of more than €4 billion in Green Bonds over a three-year period to support its expansion in the renewable energies field.
On 20 January 2017, EDF successfully raised 137 billion yen, corresponding to approximately €1.1 billion, through 4 senior bonds issued on the Japanese market (“Samurai bonds”):
With the issue of two green tranches, in a total amount of 26 billion yen to be used to finance its renewable investments, EDF opens the Samurai Green market and thus continues to actively participate in the development of Green Bonds as tools to finance the energy transition.
On 19 September 2018, EDF successfully raised US$3.75 billion on 3 tranches of senior bonds:
