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Securities concerned/type of issue |
Term of the authorisation and expiration | Maximum nominal increase or reduction in capital (in millions of euros) |
|---|---|---|
| Delegation of authority to the Board to carry out increases of capital reserved for a category of beneficiaries, with cancellation of the shareholders’ preferential subscription right | Delegation of authority to the Board to carry out increases of capital reserved for a category of beneficiaries, with cancellation of the shareholders’ preferential subscription right Term of the authorisation and expiration18 months 14 December 2024 |
Delegation of authority to the Board to carry out increases of capital reserved for a category of beneficiaries, with cancellation of the shareholders’ preferential subscription right Maximum nominal increase or reduction in capital (in millions of euros)10 |
| Authorisation for the Board to reduce the capital by cancelling treasury shares | Authorisation for the Board to reduce the capital by cancelling treasury shares Term of the authorisation and expiration18 months 14 December 2024 |
Authorisation for the Board to reduce the capital by cancelling treasury shares Maximum nominal increase or reduction in capital (in millions of euros)10% of the capital by 24-month periods |
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, 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 OCEANE Bonds exercise the option to convert and/or exchange these bonds into ordinary shares of the Company, the Green OCEANE Bonds will be converted and the Company will issue new ordinary shares. On the date of the issue, the conversion ratio was 1 OCEANE for 1 ordinary share. It may 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 Framework. 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.
In 2022, following the capital increase of 7 April 2022, the conversion/exchange ratio was increased to 1.087 EDF shares per OCEANE. Then, at the time of the dividend payment for the year 2021, the conversion/exchange ratio was increased to 1.124 EDF shares per OCEANE as of 13 June 2022. Finally, as a result of the simplified tender offer initiated by the French government on 23 November 2022, the conversion/exchange ratio was increased to 1.289 EDF shares per OCEANE.
As at 31 December 2022, 882,340 OCEANEs were converted into new shares over the period from 24 November to 31 December 2022, resulting in the creation of 1,137,336 shares. These transactions increase the share capital by €0.57 million, due to an exclusive payment in new shares, and generate a bond-for-share conversion premium of €9.08 million.
In addition, in the context of the simplified tender offer, and for information purposes, the French government acquired 127,147,355 OCEANEs, resulting in a holding of 214,979,011 OCEANEs as at 31 December 2022, i.e. 98.30% of the total portfolio of OCEANEs on the closing date of 31 December 2022.
On 28 February 2023, EDF announced that the French State had requested the conversion of 87,831,655 OCEANEs into shares (see section 5.3).
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”):
