Universal Registration Document 2022

A key international player in the energy transition

Faced with the challenges of demographics, urbanisation and air pollution, many countries are looking for solutions to reverse the trend.

• EDF, which operates on four continents, supports this energy transition trend by exporting its expertise in the fields of nuclear power, renewable energies and energy services.
  • Internationally, there is considerable scope for innovation. EDF is seeking to triple the value creation of its activities (compared to 2015) through targeted development of its renewable energy (including 1.5 to 2GW of net installed capacity in hydropower⁽¹⁾), nuclear, and services production assets, thus contributing to other countries’ energy transition.
  • In terms of new business lines, EDF is aiming to have a portfolio of 1 million off-grid kits by 2030 and is pursuing the development of new markets such as microgrids, smart grids, storage, hydrogen, mobility, etc., as well as further strengthening its positions in energy efficiency services, grids, and engineering services.
  • From a geographical point of view, EDF is seeking to strengthen its position in Europe, particularly in core countries (France, the United Kingdom, Italy, and Belgium), as well as to consolidate its position in North America. EDF is aiming to become a benchmark player in a limited number of priority countries in South America, Asia, Africa, and the Middle East, through a significant business presence, thus providing coordinated support for energy transition in these target countries.
• EDF has committed itself to ending the Group’s coal-fired electricity generation by 2030.
  • In France, pursuant to the SNBC⁽²⁾ national low carbon strategy, the government has committed to halting coal-based electricity production in the medium-term⁽³⁾. EDF is also conducting a sustained innovation policy by investing in bioenergy and innovative carbon capture technologies, and has made a commitment to low-carbon thermal energy.
• The EDF group is investing massively in energy transition.
  • In 2022, nearly 94% of Group investments were in line with the Group’s net-zero trajectory (94% in 2021) ⁽⁴⁾.
  • In all countries in which it operates, the EDF group implements a strategy to adapt its activities to the impacts of climate change It aims to make its existing facilities more resilient to increasingly frequent extreme weather events, such as heat waves, droughts, storms and floods. Moreover, the EDF group incorporates long-term climate change (such as average temperatures and sea levels) into the design of its new facilities, particularly those with a lifespan of over 40  years, such as hydroelectric and nuclear plants (see section  3.1.2 “Adapting to climate change”).

Conditions for the execution of the Group’s strategy

To continue a very significant investment programme over the coming period, the Group must, in particular, restore its financial structure.

The magnitude and diversity of industrial, regulatory and market risks, or risks concerning the Group's ability to bring together necessary skills, that the Group faces in the current environment may have varied consequences. New risks could emerge or existing risks could worsen, which could significantly affect the Group’s ability to achieve its 2023 financial targets ⁽⁵⁾ and its long-term strategic objectives.

To deal with the energy price crisis, emergency measures were adopted in 2022 (EU regulation on surplus revenues, broader State aid possibilities, proposed gas price cap). In addition, a European Commission consultation was launched in late January  2023 calling for reflection on the European regulatory framework applicable to market rules. The strategic challenge for the EDF group will be to obtain a change in market rules that is favourable to investments in all decarbonisation technologies, for energy generation and uses.

In this context, and in conjunction with all the Company’s stakeholders, EDF will present a new strategic, operational and financial roadmap in the course of 2023.

Simplified tender offer for EDF equity securities

The French State, the majority shareholder of EDF, announced in a press release dated 19 July 2022, its intention to launch a simplified tender offer for EDF’s equity securities with the aim of delisting the Company. According to the State’s draft information memorandum ⁽⁶⁾, this project comes at a time of climate urgency and a geopolitical situation that requires forceful decisions to ensure France’s energy independence and sovereignty, including the need to be able to plan the means of production, transport and distribution of electricity over the very long term.

On 4 October 2022, the French State filed its proposed simplified tender offer for EDF’s shares and “OCEANE” convertible bonds ⁽⁷⁾ with the French Financial Markets Authority (AMF). On 22 November 2022, the AMF issued a clearance decision for the simplified tender offer, which was opened on 24 November 2022. Various funds and non-profit organisations ⁽⁸⁾ lodged appeals seeking the annulment of the clearance decision on the offer (see section 7.1.5 “Disputes”).

On 25  January 2023, the AMF announced that the call would be closed on 3 February 2023 ⁽⁹⁾. This decision follows the withdrawal by the funds and non-profit organizations of their claim for a suspension of the execution of the offer. This withdrawal was prompted by the undertakings made by the French State, in particular not to implement a squeeze-out procedure prior to the Court of Appeal’s decision on the merits of the claim.

In the event the Court of Appeal affirms the AMF’s compliance decision, the call will be reopened for a period of 10 trading days, at the end of which the State will proceed with the squeeze-out. The State announced that it had acquired 90% of the voting rights and capital of EDF (after conversion of the OCEANE bonds it holds) ⁽¹⁰⁾, the thresholds required for a squeeze-out.

In the event the Court of Appeal annuls or revises the AMF’s clearance decision, the French State has undertaken to return the securities acquired to former shareholders and/or holders of OCEANE convertible bonds who so request. If the State decides to file an amended draft simplified tender offer at a more favourable price, the State has undertaken to pay an additional price to the shareholders and/or holders of OCEANES who have not requested the return of their securities, but who request the payment of the additional price.