Universal Registration Document 2021

6. Financial statements

3.1 Changes in the scope of consolidation
3.1.1 Changes in the scope of consolidation in 2021

The following main changes took place in the Group’s scope of consolidation during 2021:

  • acquisition of 70% of E2i on 16 February 2021;
  • disposal of Edison Norge on 25 March 2021;
  • disposal of Infrastrutture Distribuzione Gas (IDG) on 30 April 2021;
  • disposal of Dalkia Wastenergy on 28 July 2021;
  • disposal of interests in CENG on 9 August 2021;
  • disposal of West Burton B on 31 August 2021;
  • initial public offering of Pod Point on 4 November 2021;
  • acquisition of Rolls-Royce Civil Nuclear I&C on 8 November 2021;
  • disposal of 49% of Edison Renewables on 3 December 2021;
  • consolidation of IZI Solutions Renov and Hynamics.
Acquisition of 70% of E2i

On 16 February 2021, Edison announced the completion of the agreement signed on 14 January 2021 with F2i Fondi Italiani per le Infrastrutture to take over 70% of E2i Energie Speciali, a leading company in the Italian wind power sector that is already fully consolidated by Edison, which held the remaining stake of 30%, in application of a specific governance arrangement.

This acquisition increased the Group’s net indebtedness by €0.3 billion.

As it concerned a minority interest and there is no change of consolidation method, the €155 million difference between the sale price and the equity acquired has been charged to Equity (EDF share).

Sale of Edison Norge

On 25 March 2021, Edison announced the closing of the agreement signed with Sval Energi on 30 December 2020 to sell 100% of Edison Norge AS (the hydrocarbon exploration and production activities in Norway).

The balance sheet items for all of Edison Norge’s operations were reclassified at 31 December 2020 as assets held for sale and related liabilities (see note 3.2).

This operation relates to the Group’s exit from hydrocarbons exploration and production, and followed a first sale by Edison Exploration & Production to Energean, completed in December 2020. The price was based on an enterprise value of $374 million and included a payment of $12.5 million receivable when the Dvalin gas field is commissioned.

The sale of Edison Norge reduced the EDF group’s net indebtedness by €0.3 billion and has no significant impact on the Group’s net income.

Sale of Infrastrutture Distribuzione Gas (IDG)

On 30 April 2021, Edison announced the closing of the agreement signed with 2i Rete Gas to sell 100% of Infrastrutture Distribuzione Gas (IDG) for €150 million, pursuant to an agreement signed on 14 January 2021.

IDG manages gas distribution networks and plants in 58 municipalities in Abruzzo, Emilia-Romagna, Lazio, Lombardy and Veneto, and is present in 17 minimum territorial areas (Atem) and has 152,000 customers.

The balance sheet items for all of IDG were reclassified at 31 December 2020 as assets held for sale and related liabilities (see note 3.2).

This transaction reduced the Group’s net indebtedness by €0.2 billion and has no significant impact on the Group’s net income.

These two disposals (Edison Norge and IDG) will support Edison’s plan for growth in strategic areas of business: production of renewable and low-carbon energies, energy efficiency, sustainable mobility and value-added services for customers.

Sale of Dalkia Wastenergy

Following receipt of the required regulatory approvals, Dalkia announced completion of the sale of 100% of Dalkia Wastenergy (formerly TIRU) to Paprec on 28 July 2021.

This transaction reduced the Group’s net indebtedness by €0.1 billion and has no significant impact on the Group’s net income.

Sale of the investment in CENG

On 9 August 2021, EDF announced completion of the sale of its 49.99% interest in Constellation Energy Nuclear Group, LLC (“CENG”) to its joint venture partner, Exelon Generation, LLC (“Exelon”). The sale followed a Put Agreement entered into by EDF and Exelon in April 2014 (1), in which Exelon granted EDF the right to sell its interest to Exelon at fair market value. EDF exercised the put option in January 2020 (2).

The sale price for EDF’s investment in CENG was $885 million (€750 million), and the transaction reduced the Group’s net indebtedness by the same amount.

This transaction has an impact of €(0.3) million on the Group’s net income.

Sale of West Burton B

On 9 April 2021, EDF announced the signature of a binding agreement with the investment fund EIG to sell its 1332MW Combined Cycle Gas Turbine power station and 49MW battery storage system at West Burton B in Nottinghamshire, and the West Burton C development project. On 31 August 2021, further to satisfaction of all necessary conditions precedent, the sale process was completed.

This transaction reduced the Group’s net indebtedness by €0.3 billion and has no significant impact on the Group’s net income.

Initial public offering of Pod Point

On 9 November 2021, EDF’s subsidiary Pod Point, a UK company specialising in charging infrastructures for electric vehicles, was admitted to trading on the London Stock Exchange. Its IPO through new share issues raised £120 million. Following these operations EDF, as owner of more than 50%, retains control of Pod Point.

As this was a sale of a minority interest with no change of consolidation method the non-significant difference between the sale price and the equity transferred was recognised as an increase to Equity (EDF share).

This transaction reduced the Group’s net indebtedness by €0.1 billion.

Rolls-Royce Civil Nuclear I&C

On 8 November 2021 Framatome completed the purchase of Rolls Royce Civil Nuclear Instrumentation and Control (I&C), for which the contract had been signed on 7 December 2020.

The acquisition of Rolls-Royce Civil Nuclear’s products and technologies (such as Spinline, Rodline and Hardline) will enable Framatome to capitalise on its engineering expertise, broaden its industrial footprint, strengthen its ability to serve customers and expand its nuclear I&C business across the world.

As control was acquired through this acquisition, the €92 million difference between the purchase price and the equity acquired was recognised as goodwill.

(1) Cf. EDF Press Release of 1 April 2014 “EDF and Exelon finalize agreement on CENG”.

(2) Cf. EDF Press Release of 20 November 2019 “EDF notifies the exercise of its put option on its participation in CENG”.