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 14 September 2017, 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 subscribed to 87,831,655 bonds in this issue, representing a nominal amount of approximately €960 million, i.e. approximately 40% of the issue.
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 was on the issue date 1 OCEANE bond for 1 common share. It can be subject to adjustment in accordance with the terms of the issue agreement (see below).
An amount equal to the net proceeds of the issue will be allocated, directly or indirectly, for 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 of the OCEANE Green Bonds exercise their conversion option, 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 of the 2020 URD presenting the report of the Board of Directors and the Statutory Auditors on the bond issue).
In 2021, as a result of the distribution of a dividend of 0.21 euro per share and in accordance with the provisions of the issue agreement, the conversion/exchange ratio has been increased to 1.018 EDF shares per OCEANE. Subsequently, following the distribution of an interim dividend of €0.30 per share, the conversion/exchange ratio was increased to 1.042 EDF shares per OCEANE, with effect from 2 December 2021.
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 JPY26 billion 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:
In addition, on 25 September 2018, EDF successfully launched a €1 billion senior bond issue with a 12-year maturity and a fixed coupon of 2%.
On 25 September 2018, EDF launched a €1.25 billion super-subordinated bond issue with a 4% coupon and a redemption option exercisable at EDF’s discretion, initially between 4 July 2024 (inclusive) and 4 October 2024 (inclusive). It also launched a contractual cash buyback offer for four existing hybrid bond issues for €1.25 billion. The total amount of EDF hybrid shares remains unchanged following these issue/redemption operations.
On 26 November 2019, EDF launched a €500 million euro-denominated hybrid bond issue with a 3.00% coupon and a redemption option including a first option for early redemption at the Company’s call in December 2027. The Company also launched contractual buyback offers for the following securities:
