Notice to holders of green bonds convertible into new shares and/or exchangeable for existing shares (OCEANEs Vertes) (adjustment of the terms and conditions of the OCEANEs Vertes)
Notice to holders of green bonds convertible into new shares and/or exchangeable for existing shares (OCEANEs Vertes) (adjustment of the terms and conditions of the OCEANEs Vertes)
Holders of green bonds convertible into new shares and/or exchangeable for existing shares of Electricité de France (the “Company” or “EDF”), issued on 14 September 2020 on the terms and conditions dated 8 September 2020 (the “OCEANEs Vertes”), are hereby notified of the completion, on 7 April 2022, of the share capital increase of the Company with preferential subscription rights for a total amount, including the share premium, of 3,163,938,046 euros (i.e., a total nominal amount of 249,128,980 euros and a share premium of 2,914,809,066 euros) through the issue of 498,257,960 new ordinary shares at a price of 6.35 euros, including a nominal value of 0.50 euros and a share premium of 5.85 euros (the “Rights Issue with Preferential Subscription Rights”). The subscription period of the Rights Issue with Preferential Subscription Rights was open from 23 March 2022 to 1 April 2022 inclusive. Launch of the Rights Issue with Preferential Subscription Rights was decided by the Chairman and Chief Executive Officer of the Company, by a decision dated 17 March 2022, acting pursuant to a sub-delegation of the Board of Directors granted by a resolution dated 17 March 2022, itself acting in accordance with Article L. 22-10-49 of the French Commercial Code and on the basis of a delegation of authority granted by the shareholders at the combined general meeting of the Company’s shareholders held on 7 May 2020 (twenty-second resolution).
The detailed terms and conditions of the Rights Issue with Preferential Subscription Rights are set out in the prospectus approved by the Autorité des marchés financiers (the “AMF”) on 17 March 2022 under no. 22-065, consisting of the Company’s universal registration document filed with the AMF on 17 March 2022 under no. D.22-0110 and the securities note (which contains the summary of the prospectus).
By a decision dated 7 April 2022, the Chairman and Chief Executive Officer of the Company, acting pursuant to a sub-delegation of the Board of Directors granted by a resolution dated 17 March 2022, and in accordance with the notice published in the Bulletin des Annonces Légales Obligatoires no. 33 dated 18 March 2022, carried out an adjustment of the rights of the holders of OCEANEs Vertes, in accordance with legal and regulatory provisions and the terms and conditions of the OCEANEs Vertes.
Following the Rights Issue with Preferential Subscription Rights, and in accordance with applicable legal and regulatory provisions (including Articles L. 228-99 and R. 228-91 of the French Commercial Code) and in accordance with Section 2.6.2(a) of the terms and conditions of the OCEANEs Vertes, the Conversion/Exchange Ratio of the OCEANEs Vertes into shares of the Company is raised from 1 share of the Company per OCEANE Verte to 1.087 shares of the Company per OCEANE Verte, as from 8 April 2022.
Holders of OCEANEs Vertes are also hereby notified of the resumption of the ability to exercise the right to convert or exchange the OCEANEs Vertes into new and/or existing shares of the Company as from 8 April 2022 (0:00 a.m., Paris time), in accordance with the notice published in the Bulletin des Annonces Légales Obligatoires no. 29 dated 9 March 2022.
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About d’EDF
As a major player in energy transition, the EDF Group is an integrated energy company active in all businesses: generation, transmission, distribution, energy trading, energy sales and energy services. EDF group is a world leader in low-carbon energy, having developed a diverse production mix based mainly on nuclear and renewable energy (including hydropower). It is also investing in new technologies to support energy transition. EDF’s raison d’être is to build a net zero energy future with electricity and innovative solutions and services, to help save the planet and drive well-being and economic development. The Group is involved in supplying energy and services to approximately 38.5 million customers (1), of whom 29.3 million in France (2). It generated consolidated sales of €84.5 billion in 2021. EDF is listed on the Paris Stock Exchange.
(1) Since 2018, customers are counted per delivery site. A customer can have two delivery points: one for electricity and another one for gas.
(2) Including ÉS (Électricité de Strasbourg) and SEI.
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