Holders of these bonds have the right to convert them into new EDF shares and/or exchange them for existing EDF shares.
The conversion and/or exchange ratio was set at one share per bond, subject to the standard adjustments including anti-dilution and dividend protections as described in the terms of the issue. For the 2020 dividend distribution to EDF shareholders, the conversion/exchange rate was raised to 1.018 EDF share per bond from 7 June 2021, and when the interim dividend for 2021 was paid, the conversion/exchange ratio was raised to 1.042 EDF share per bond from 2 December 2021.
In 2022, the conversion/exchange ratio was raised to 1.087 EDF share per bond after the capital increase of 7 April 2022, then 1.124 EDF share per bond from 13 June 2022 when the dividend for 2021 was paid. Finally, as a result of the simplified public buyout offer launched by the French government on 23 November 2022, the conversion/exchange ratio was raised to 1.289 EDF share per OCEANE bond.
On 8 February 2023, the AMF published the result of the French government’s simplified tender offer for the equity securities of EDF, after the offer closed on 3 February 2023 (see notes 2 and 14.1). Consequently, in accordance with paragraph 2.6.3 (public offerings) of the terms of the offer, the share allocation ratio adjustment period in the event of a tender offer will expire on 1 March 2023, i.e. 15 business days after the AMF’s publication of the result of the Offer. After the adjustment period in the event of a tender offer, the share allocation ratio will be adjusted to 1.124 share per OCEANE bond, the same as the share allocation ratio that applied before the adjustment period in the event of a tender offer. Due to the French government’s undertakings pending the Paris Court of Appeal ruling on the action seeking annulment of the AMF’s approval of the Offer, if the Court confirms the AMF’s approval and the Offer is reopened, the share allocation ratio will be adjusted again, to 1.289 share per OCEANE bond, respecting a new adjustment period in the event of a tender offer, on terms that will be announced by EDF.
The bonds may be redeemed prior to maturity at the option of the Company, subject to certain conditions.
Unless previously converted, exchanged, redeemed or repurchased and cancelled, the bonds will be redeemed at nominal value when they reach maturity.
| (in millions of euros) | Bonds | Loans from financial institutions | Other financial liabilities | Lease liability | Accrued Interest | Total |
|---|---|---|---|---|---|---|
| Less than one year |
Less than one year Bonds2,021 |
Less than one year Loans from financial institutions482 |
Less than one year Other financial liabilities24,637 |
Less than one year Lease liability688 |
Less than one year Accrued Interest885 |
Less than one year Total28,713 |
| From one to five years |
From one to five years Bonds11,496 |
From one to five years Loans from financial institutions17,141 |
From one to five years Other financial liabilities106 |
From one to five years Lease liability2,042 |
From one to five years Accrued Interest94 |
From one to five years Total30,879 |
| More than five years |
More than five years Bonds31,633 |
More than five years Loans from financial institutions2,655 |
More than five years Other financial liabilities372 |
More than five years Lease liability1,539 |
More than five years Accrued Interest262 |
More than five years Total36,461 |
| LOANS AND OTHER FINANCIAL LIABILITIES AT 31/12/2022 | LOANS AND OTHER FINANCIAL LIABILITIES AT 31/12/2022Bonds45,150 | LOANS AND OTHER FINANCIAL LIABILITIES AT 31/12/2022Loans from financial institutions20,278 | LOANS AND OTHER FINANCIAL LIABILITIES AT 31/12/2022Other financial liabilities25,115 | LOANS AND OTHER FINANCIAL LIABILITIES AT 31/12/2022Lease liability4,269 | LOANS AND OTHER FINANCIAL LIABILITIES AT 31/12/2022Accrued Interest1,241 | LOANS AND OTHER FINANCIAL LIABILITIES AT 31/12/2022Total96,053 |
The non-discounted lease liability matures as follows:
| 31/12/2022 | 31/12/2021 | ||||
|---|---|---|---|---|---|
| Maturity | Total | ||||
| (in millions of euros) | Total | < 1 year | 1-5 years | > 5 years | |
| NON-DISCOUNTED CONTRACTUAL CASH FLOWS | 4,844 | 756 | 2,214 | 1,874 | 4,899 |
The breakdown of loans and other financial liabilities by currency includes the effect of derivatives classified as hedges (of debts in foreign currencies and net investments in foreign subsidiaries) under IFRS 9.
At 31 December 2022
| 31/12/2022 | ||||||
|---|---|---|---|---|---|---|
| Initial debt structure | Impact of hedging instruments | Debt structure after hedging | ||||
| (in millions of euros) | amount | % of debt | amount | amount | % of debt | |
| Euro (EUR) | 62,269 | 65% | 13,789 | 76,058 | 79% | |
| American dollar (USD) | 21,465 | 22% | (15,813) | 5,652 | 6% | |
| Pound sterling (GBP) | 8,149 | 9% | 3,284 | 11,433 | 12% | |
| Other | 4,170 | 4% | (1,260) | 2,910 | 3% | |
| LOANS AND OTHER FINANCIAL LIABILITIES | 96,053 | 100% | - | 96,053 | 100% | |
