EDF Intends to Issue a new Euro-denominated Hybrid Notes and to
Launch a Tender Offer on Several Outstanding Hybrid Notes
PRESS RELEASE
26 November 2019
EDF Intends to Issue a new
Euro-denominated Hybrid Notes and to Launch a Tender Offer on
Several Outstanding Hybrid Notes
EDF (the “Company”) is today
announcing its intention to issue a new Euro-denominated tranche of
perpetual 8 year non-call hybrid notes (the
“New Notes”) with a first redemption at the option
of the Company in December 2027.
At the same time, the Company is also launching
tender offers (the "Tender Offers") to purchase
the following hybrid notes (together, the “Targeted Hybrid
Notes”):
- EUR 1,000 million Reset Perpetual Subordinated Notes with a
first redemption at the option of the Company on 22 January 2022
(ISIN: FR0011697010) of which EUR 661.8 million is currently
outstanding, which are admitted to trading on Euronext Paris (the
“Euro Notes“); and
- USD 3,000 million Reset Perpetual Subordinated Notes with a
first redemption at the option of the Company on 29 January 2023
(144A / Reg S ISIN : US268317AF12 / USF2893TAF33) of which USD
3,000 million is currently outstanding, which are admitted to
trading on the regulated market of the Luxembourg Stock Exchange
(the “US Notes“).
The Company will also consider
exercising its option to redeem on January 29, 2020 in whole the
€1,250,000,000 Reset Perpetual Subordinated Notes (ISIN:
FR0011401736) of which €338,200,000 is currently
outstanding.
The Company can redeem the New Notes for cash at
any time during the 90 days before the first interest reset date,
which is expected to be in eight years (with a first call date of
December 2027) and on every coupon payment date thereafter.
Although the proposed New Notes are perpetual, they can be called
at any time for withholding tax, tax deductibility, tax gross-up,
rating methodology, accounting, or substantial repurchase
event.
The total amount expected to be bought back via
the Tender Offers will be calibrated so that EDF’s aggregate
outstanding nominal amount of hybrid capital does not decrease by
more than 10%, taking into account the EUR 500 million new issue
and the expected call of the EUR 338 million rump in January next
year.
The results of the Tender Offers on the Euro
Notes and on the US Notes will be announced on 11th, December 2019
and 30th, December 2019, respectively (subject in each case to
change as a result of any extension, withdrawal, termination or
amendment of the Tender Offers).
The New Notes are scheduled to be admitted to
trading on Euronext Paris. It is also expected that the rating
agencies will assign the New Notes a rating of
Baa3/BB/BBB (Moody’s/ S&P/ Fitch) and an
equity content of 50%.
Forward-Looking Statements
The Company considers portions of this
announcement to be a forward-looking statement. Forward-looking
statements can be identified typically by the use of
forward-looking terminology such as "believes", "expects", "may",
"will", "could", "should", "intends", "estimates", "plans",
"assumes", "predicts" or "anticipates", as well as the negatives of
such words and other words of similar meaning in connection with
discussions of future operating or financial performance or of
strategy that involve risks and uncertainties. Although the Company
believes that the expectations reflected in such forward-looking
statements are based upon reasonable assumptions at the time made,
these assumptions are inherently uncertain and involve a number of
risks and uncertainties that are beyond the Company’s control;
therefore, the Company can give no assurance that such expectations
will be achieved. Future events and actual results, financial and
otherwise, may differ materially from the results discussed in the
forward-looking statements as a result of risks and uncertainties,
including, without limitation, possible changes in the timing and
consummation of the transactions described therein.
You are cautioned not to place any undue
reliance on the forward-looking statements contained in this
announcement, which speak only as at their respective dates.
Neither the Company nor any of its affiliates undertakes any
obligation publicly to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise except as required by any applicable laws and
regulations.
Disclaimers
This announcement does not constitute an
invitation to participate in the Tender Offers [global change] in
or from any jurisdiction in or from which, or to or from any person
to or from whom, it is unlawful to make such invitation under
applicable securities laws. The distribution of this announcement
in certain jurisdictions may be restricted by law. Persons into
whose possession this announcement comes are required to inform
themselves about, and to observe, any such restrictions.
This announcement must be read in conjunction
with the offer to purchase for the respective Targeted Hybrid
Notes. Tenders of Targeted Hybrid Notes for purchase pursuant to
the tender offer will not be accepted from qualifying holders in
any circumstances in which such offer or solicitation is unlawful.
EDF does not make any recommendation as to whether or not
qualifying holders should participate in the tender offer. This
announcement and the offer to purchase for the respective Targeted
Hybrid Notes contain important information which should be read
carefully before any decision is made with respect to the New Notes
or the Tender Offers. If any holder of the Targeted Hybrid Notes is
in any doubt as to the contents of the offer to purchase for the
respective Targeted Hybrid Notes or the action it should take, it
is recommended to seek its own financial advice, including in
respect of any tax consequences, from its broker, bank manager,
solicitor, accountant or other independent financial, tax or legal
adviser.
The tender offer for the Euro Notes is not being
made and will not be made directly or indirectly in or into, or by
use of the mails of, or by any means or instrumentality of
interstate or foreign commerce of, or of any facilities of a
national securities exchange of, the United States to owners of the
Euro Notes who are located in the United States as defined in
Regulation S of the U.S. Securities Act of 1933 (as amended, the
“Securities Act”) or to U.S. Persons as defined in
Regulation S of the Securities Act (each a “U.S.
Person”). The Euro Notes may not be tendered in the tender
offer by any such use, means, instrumentality or facility from or
within the United States, by persons located or resident in the
United States or by U.S. Persons. Accordingly, copies of this
document and any other documents or materials relating to the
tender offer are not being, and must not be, directly or
indirectly, mailed or otherwise transmitted, distributed or
forwarded (including, without limitation, by custodians, nominees
or trustees) in or into the United States or to any such U.S.
Person. Any purported offer to sell in response to the tender offer
for the Euro Notes resulting directly or indirectly from a
violation of these restrictions will be invalid, and offers to sell
made by a person located in the United States or any agent,
fiduciary or other intermediary acting on a non-discretionary basis
for a principal giving instructions from within the United States
or any U.S. Person will be invalid and will not be accepted. Each
holder of any Euro Note participating in the tender offer will
represent that it is not located in the United States.
This communication is not an offer of the New
Notes for sale in the United States. The New Notes have not been
and will not be registered under the Securities Act, or under the
securities laws of any state or other jurisdiction of the United
States. Accordingly, the New Notes may not be offered or sold in
the United States, or to or for the account or benefit of U.S.
persons absent registration under, or pursuant to an applicable
exemption from, the registration requirements of the Securities Act
and in compliance with any relevant state securities laws. There
will be no public offer of New Notes in the United States.
This press release is certified. Its
authenticity can be checked on medias.edf.com
A key player in energy transition, the EDF Group
is an integrated electricity company, active in all areas of the
business: generation, transmission, distribution, energy supply and
trading, energy services. A global leader in low-carbon energies,
the Group has developed a diversified generation mix based on
nuclear power, hydropower, new renewable energies and thermal
energy. The Group is involved in supplying energy and services to
approximately 39.8 million customers, including 29.7 million in
France. The Group generated consolidated sales of €69 billion in
2018. EDF is listed on the Paris Stock Exchange.
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Only
print this message if absolutely necessary. EDF SAFrench
societe anonymeWith a share capital of 1 525 484 813
eurosRegistered lead office : 22-30, avenue de Wagram75382 Paris
cedex 08552 081 317 R.C.S. Pariswww.edf.fr |
CONTACTS Press: +33 (0) 1 40 42
46 37 Analysts and Investors: +33 (0) 1 40 42 40 38 |
- PR_EDF intends to issue a new Euro-denominated Hybrid
Notes