Universal Registration Document 2022

Introduction

3.1 Changes in the scope of consolidation

3.1.1 Changes in the scope of consolidation in 2022

The following changes in the Group’s scope of consolidation took place during 2022:

  • acquisiton by Imtech (a Dalkia subsidiary) of SPIE UK on 19 December 2022. This acquisition has no significant impact on the Group’s financial statements;
  • disposal of EDF Trading North America’s retail business to bp: on 12 September 2022, EDF Trading Limited entered into a binding share purchase agreement with bp to sell 100% of EDF Energy Services LLC (EDFES). EDF Trading’s business in Europe and Asia and its wholesale trading business in North America are unaffected by the agreement. Following the satisfaction of all necessary conditions precedent, EDF Trading Limited announced the completion of the sale of its North American retail business, EDF Energy Services, to bp on 30 November 2022. This transaction reduced the Group’s net indebtedness by €0.5 billion.

The Group also signed other binding agreements for operations that were not finalised by the end of 2022 and will affect the scope of consolidation in 2023:

  • sale by Edison of its stake in the North Reggane licence in Algeria;
  • acquisition by EDF of GE Steam Power’s nuclear activities;
  • sale of Suir Engineering by Imtech on 1 February 2023;
  • sale of the investment in the Sloe CCGT plant (870MW) in the Netherlands on 25 January 2023.
Sale of Edison’s stake in North Reggane

On 4 May 2022, Edison announced that it had signed an agreement to sell its stake in the North Reggane licence in Algeria, completing the divestment of all Exploration and Production (E&P) operations following the company’s strategic realignment towards its energy transition businesses. Under this agreement, Edison was to sell its 11.25% stake in the North Reggane onshore gas field to Wintershall Dea Algeria Gmbh.

On 29 June 2022 Edison announced the signature of an amendment to this agreement, after Repsol exercised its pre-emption right in accordance with the corresponding Joint Operating Agreement. The contract signed on 4 May was consequently modified to reflect the fact that Edison’s stake in the North Reggane licence would be sold to Repsol (6.75%) and Wintershall Dea (4.50%).

The agreement is based on a value of approximately $100 million for Edison’s participating interest in North Reggane.

Completion of the sale is considered highly probable even though it still requires certain authorisations, and consequently the corresponding assets and liabilities were classified as assets held for sale and related liabilities at 31 December 2022 (see note 3.2).

Acquisition of GE Steam Power’s Nuclear Activities

On 4 November 2022, GE and EDF signed a final agreement related to EDF’s acquisition of GE Steam Power’s nuclear activities. These activities include the manufacturing of conventional island equipment for new nuclear power plants, including the Arabelle steam turbine as well as maintenance and upgrade activities for existing nuclear power plants in all regions other than the Americas. The transaction also includes steam turbine technology for first and second-generation European pressurized reactors (EPR and EPR2) and small modular reactors (SMR).

This agreement is the next milestone in the process that began with the exclusive agreement signed on 10 February 2022 (1).

This acquisition will enable EDF group to strengthen the conventional island technologies and skills, which are essential for the durability of the existing nuclear fleet and future projects.

The transaction is expected to close in the second half of 2023 and is subject to customary closing conditions including regulatory approvals.

Sale of Suir Engineering by Imtech

The Imtech group, jointly owned by Dalkia and EDF Energy, announced that it had signed a binding agreement on 14 November 2022 with the British private equity fund Duke Street for the sale of 100% of its Irish subsidiary Suir Engineering Ltd.

Following the required clearances by the regulatory authorities, on 1 February 2023 Imtech announced that the sale of Suir Engineering Ltd. to Duke Street had been finalised.

This transaction will have an impact of €0.1 billion on the Group’s net indebtedness in 2023.

Sale of the investment in the Sloe CCGT plant (870MW) in the Netherlands

On 27 September 2022, EDF announced that it had reached an agreement to sell its interest in the 870MW Sloe CCGT plant in the Netherlands. EDF is a 50% owner and operator of this plant, jointly with its partner Pzem. On 27 September 2022 EDF signed an agreement with EPH, the Czech electricity producer and grid operator, for the sale of Sloe.

Following the required clearances by the regulatory authorities, the Group announced on 25 January 2023 that it had closed the sale of its investment in the Sloe plant to EPH.

This transaction has an impact of €0.2 billion on the Group’s income statement in 2022 (principally due to reversal of a provision for onerous contracts that is no longer relevant) and will have a non-significant impact on the Group’s net indebtedness in 2023.

3.1.2 Changes in the scope of consolidation in 2021

The following changes in the Group’s scope of consolidation took place during 2021 (see note 3.1.1 to the consolidated financial statements at 31 December 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.

(1) See the Group press release of 10 February 2022 “EDF Signs an Exclusive Agreement to Acquire Part of GE Steam Power’s Nuclear Activities”.