Universal Registration Document 2022

7.3.6 Information on the capital of every member of the Group that is the subject of a conditional or unconditional agreement

7.3 Information regarding capital and share ownership

7.3.6 Information on the capital of every member of the Group that is the subject of a conditional or unconditional agreement

With the issue of two green tranches, in a total amount of 26 billion yen 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:

  • $1.8 billion, with a fixed coupon of 4.500%, 10-year bond;
  • $650 million, with a fixed coupon of 4.875%, 20-year bond;
  • $1.3 billion, with a fixed coupon of 5.000%, 30-year bond.

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% 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:

  • perpetual super-subordinated bonds of €1,000 million with a first early redemption date at the Company’s call falling on 22 January 2022, with a current outstanding amount of €661.8 million, admitted for trading on Euronext Paris;
  • perpetual super-subordinated bonds of US$3,000 million with a first early redemption date at the Company’s call falling on 29 January 2023, with a current outstanding amount of US$3,000 million admitted for trading on the regulated market of the Luxembourg Stock Exchange.

On 28 November 2019, EDF raised US$2 billion with a 50-year maturity and a fixed coupon of 4.5% under its EMTN program.

As part of the same programme, on 2 December 2019, EDF raised €1.25 billion with a 30-year maturity and a fixed coupon of 2%. On 12 December 2019, EDF announced the final result of its buyback offer for euro-denominated hybrid bonds and the results of early participation in its buyback offer for US dollar-denominated hybrid bonds.

On 30 December 2019, EDF announced the final result of its buyback offer for US dollar-denominated hybrid bonds. The Company also exercised its option to buy back on 29 January 2020 all of the perpetual subordinated bonds totalling €1.250 billion, with a current outstanding amount of €338.2 million.

On 8 September 2020, EDF launched two new euro-denominated hybrid bond issues for a total par value of €2.1 billion, consisting of:

  • an issue of hybrid perpetual bonds for an amount of €850 million with an initial coupon of 2.875% and a first option for early redemption at the Company’s option on 15 December 2026 (the “Hybrid Bonds not redeemable before 6.5 years”);
  • €1.250 billion open-ended hybrid bond issue with an initial coupon of 3.375% and a first option for early redemption at the Company’s option on 15 June 2030 (the “Hybrid Bonds not redeemable before 10 years”, together with the Hybrid Bonds not redeemable before 6.5 years, the “Hybrid Bonds”).

On 26 May 2021, EDF launched an issue of hybrid perpetual corporate bonds denominated in euros for a total nominal amount of €1.25 billion with an initial coupon of 2.625% and a first early redemption option at EDF’s option on 1 June 2028.

On 23 November 2021, EDF launched a senior green bond issue maturing on 29 November 2033 denominated in euros, for a nominal amount of €1.75 billion and with a fixed coupon of 1%.

On 5 October 2022, EDF also launched a senior bond issue in 3 tranches, for a nominal amount of €3 billion consisting of:

  • €750 million bond issue with a maturity of 4 years and 3 months and a fixed coupon of 3.875%;
  • €1 billion bond issue with a 7-year maturity and a fixed coupon of 4.375%;
  • €1.25 billion Green Bond issue with a 12-year maturity and a fixed coupon of 4.75%.

An amount equal to the net proceeds of the Green Bond will be used to finance and/or refinance, in whole or in part, investments in power distribution, as defined in EDF’s Green Financing Framework published in July 2022(1).

On 30 November 2022, EDF launched a €1 billion issue of undated hybrid bonds denominated in euros, with a 7.5% coupon and a 6-year redemption option at the Company’s discretion.

At 31 December 2022, the amount of bonds in the balance sheet was EUR 45,150 million (note 18.3.2.1 “Changes in loans and other financial liabilities” in the consolidated financial statements at 31 December 2022), with note 18.3.2.2 also providing details of the Group’s main borrowings, including those relating to EMTNs and other bonds. At 31 December 2022, the amount of perpetual subordinated bonds recognised in equity was €11,722 million (not 14.4.1 “Outstanding perpetual subordinated bonds at 31 December 2022” of the consolidated financial statements at 31 December 2022).

7.3.6 Information on the capital of every member of the Group that is the subject of a conditional or unconditional agreement

Disposal commitments involving securities in subsidiaries are described in note 3.2 to the consolidated financial statements for the fiscal year ended 31 December 2022 and concerning the E&P activities, in particular earn-outs.

With the exception of these commitments to acquire and dispose of securities and any other commitments that are described in chapter 1 (“The Group, its strategy and activities”) of this Universal Registration Document, EDF has not made any promises to purchase or sell that would make it possible to acquire or dispose of, as applicable, all or part of the capital of the Company or of any of its subsidiaries, as defined in Article L. 233-1 of the French Commercial Code.

7.3.7 Pledge of the Company’s shares

To the Company’s knowledge, none of the Company’s ordinary shares that make up its share capital have been pledged.

(1) On www.edf.fr.