Edf: Electricité de France Launches Any and All Tender Offer for
USD Perpetual Notes
NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION
WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION
ONLY AND IS NOT AN OFFER TO PURCHASE OR A SOLICITATION OF OFFERS TO
SELL ANY SECURITIES. THE TENDER OFFER IS BEING
MADE ONLY PURSUANT TO THE OFFER
TO PURCHASE AND ONLY IN SUCH
JURISDICTIONS AS IS PERMITTED UNDER
APPLICABLE LAW.
Paris, June 6,
2023
Electricité de France Launches Any and
All Tender Offer for USD Perpetual Notes
Electricité de France (the
“Company”) announced today the launch of an offer
to purchase for cash any and all of its $1,500,000,000 Reset
Perpetual Subordinated Notes (the “Notes”). The
Offer to purchase the Notes is referred to as the
“Offer”.
The Offer is being made on the terms and subject
to the conditions set forth in the Offer to Purchase dated June 6,
2023 (the “Offer to Purchase”). The Offer is not
conditioned on any minimum amount of Notes being tendered. Subject
to applicable law, the Company expressly reserves the right, in its
sole discretion, to terminate the Offer if the conditions to the
Offer are not satisfied. If the Offer is terminated at any time,
the Notes tendered pursuant to the Offer will be promptly returned
to the tendering Holders.
The Company announced on June 6, 2023 its
intention to issue new USD-denominated reset perpetual subordinated
notes (“New Notes”). The Company’s obligation to
accept for purchase and pay for validly tendered Notes is
conditioned on the closing of the Company’s proposed issuance of
the New Notes (the “Financing Condition”).
Copies of the Offer to Purchase and other
documentation are available (subject to offer restrictions) from
Kroll Issuer Services Limited (the “Information Agent and
the Tender Agent”) at https://deals.is.kroll.com/edf.
Capitalized terms used in this announcement but not defined herein
have the meanings given to them in the Offer to
Purchase.Summary of
certain terms of
the Offer
Title of Notes |
CUSIP/ISIN No. |
Principal Amount Outstanding |
Total Early Purchase Price(1) |
Early Participation Amount(1) |
Purchase Price(2) |
Amount subject to the Offer |
$1,500,000,000 Reset Perpetual Subordinated Notes |
CUSIP:268317AM6 (Rule 144A)/F2893TAM8 (Reg
S) ISIN:US268317AM62(Rule 144A)/ USF2893TAM83(Reg S) |
$1,500,000,000 |
$995.00 |
$50.00 |
$945.00 |
Any and
all |
(1) The Total
Early Purchase Price payable for each Note will be a price per
$1,000 in principal amount of such Note validly tendered at or
prior to the Early Participation Date and accepted for purchase by
the Company, and already includes the Early Participation Amount
(which is expressed as an amount per $1,000 in principal amount of
the Notes).
(2) The
Purchase Price payable for each Note will be a price per $1,000 in
principal amount of such Note validly tendered pursuant to the
Offer after the Early Participation Date and at or prior to the
Expiration Date and accepted for purchase by the Company.
Important Dates(1)
Date |
Calendar Date and
Time |
Event |
Commencement
Date |
June 6, 2023. |
The day of the commencement of the Offer upon the terms and subject
to the conditions set forth in the Offer to Purchase. |
Early
Participation Date |
5:00 p.m., New York City time, on June 20, 2023, unless extended or
earlier terminated. |
The last time and day for Holders to tender Notes in the Offer to
qualify for the payment of the Total Early Purchase Price, which
already includes the Early Participation Amount. |
Withdrawal
Deadline |
5:00 p.m., New York City time, on June 20, 2023, unless extended or
earlier terminated. |
The deadline for Holders to validly withdraw Notes tendered at or
prior this date and time, unless otherwise extended as described
herein. Notes tendered before this date and time, but not validly
withdrawn before this date and time, may not be withdrawn
thereafter, except to the extent set forth herein or as required by
law. |
Early
participation results announcements |
Promptly following the Early Participation Date, expected to be
June 21, 2023. |
As soon as practicable after the Early Participation Date, the
Company will announce the “early” results of the Offer, being the
principal amount of Notes validly tendered and accepted at the
Early Participation Date. |
Early Settlement Date |
Expected to be June 22, 2023, unless extended. |
Payment of the applicable Total Early Purchase Price plus any
Accrued Interest for Notes validly tendered at or prior to the
Early Participation Date and accepted for purchase and not validly
withdrawn. |
Expiration Date |
5:00 p.m., New York City time, on July 6, 2023, unless extended or
earlier terminated. |
The last time and day for Holders to tender Notes in the Offer to
qualify for the payment of the Purchase Price, which does not
include the Early Participation Amount. |
Tender results announcement |
Promptly following the Expiration Date, expected to be July 7,
2023. |
As soon as practicable after the Expiration Date, the Company will
announce the final results of the Offer and the principal amount of
Notes validly tendered and accepted at the Expiration Date. |
Final Settlement Date |
Expected to be July 10, 2023, unless extended. |
Payment of the Purchase Price (which does not include the Early
Participation Amount) plus any Accrued Interest for Notes, validly
tendered at or prior to the Expiration Date and accepted for
purchase and not validly withdrawn, other than Notes tendered at or
prior to the Early Participation Date. |
(1) Note: all
days are U.S. business days.
Subject to the terms and conditions of the Offer
and upon satisfaction or waiver of the conditions thereto,
including the Financing Condition, the Company will purchase, by
accepting for payment, and will promptly pay for on the applicable
Settlement Date, all Notes validly tendered and not validly
withdrawn.
Total Early Purchase Price and Early
Participation AmountThe Total Early Purchase Price for the
Notes accepted for purchase by the Company will be $995 per $1,000
of principal amount of Notes validly tendered at or prior to the
Early Participation Date, and this amount already includes the
Early Participation Amount (which is expressed as an amount per
$1,000 of principal amount of Notes) set forth in the table
above.
Purchase PriceThe Purchase
Price for Notes validly tendered pursuant to the Offer after the
Early Participation Date and at or prior to the Expiration Date and
accepted for purchase by the Company will consist of the Total
Early Purchase Price, minus the Early Participation Amount.
Accrued InterestIn addition to
the payment of the Total Early Purchase Price or Purchase Price, as
applicable, Holders of Notes (the “Holders” and
each, a “Holder”) validly tendered on or prior to
the Early Participation Date or the Expiration Date, as applicable,
and not validly withdrawn and accepted for purchase will also be
paid Accrued Interest, which will be an amount (rounded to the
nearest cent, with half a cent being rounded upward) equal to
interest accrued and unpaid (including any outstanding arrears of
interest and/or any additional interest amount) on the Notes from
(and including) the immediately preceding interest payment date for
the Notes (prior to the applicable Settlement Date) to (but
excluding) the applicable Settlement Date. Accrued Interest will
cease to accrue on the applicable Settlement Date.
Conditions of the OfferThe
Offer is not conditioned on any minimum amount of Notes being
tendered. Subject to applicable law, the Company expressly reserves
the right, in its sole discretion, to terminate the Offer if the
conditions to the Offer are not satisfied. If the Offer is
terminated at any time, the Notes tendered pursuant to the Offer
will be promptly returned to the tendering Holders.
Financing ConditionThe Company
announced on June 6, 2023 its intention to issue New Notes. The
Company’s obligation to accept for purchase and pay for validly
tendered Notes is conditioned on the closing of the Company’s
proposed issuance of the New Notes.
Allocation of New NotesThe
Company intends, in connection with the allocation of New Notes in
the Offer, to consider among other factors whether or not the
relevant investor seeking an allocation of the New Notes has
validly tendered or indicated to the Company or the Dealer Managers
a firm intention to tender any Notes it holds pursuant to the Offer
and, if so, the aggregate principal amount of such Notes tendered
or intended to be tendered by such investor. When determining
allocations of the New Notes, the Company intends to give
preference to those investors who, prior to such allocation, have
validly tendered Notes, or have indicated their firm intention to
tender Notes, pursuant to the Offer. However, the Company will
consider various factors in making allocation decisions and is not
obliged to allocate the New Notes to an investor who has validly
tendered or indicated to the Company or the Dealer Managers a firm
intention to tender any Notes it holds pursuant to the Offer and if
allocated, the allocated amount may be less than the amount
tendered and accepted to purchase.
Any potential allocation of the New Notes, while
being considered by the Company as set out above, will be made in
accordance with customary new issue allocation processes and
procedures following the completion of the book building process
for the offering of the New Notes and will be made at the sole
discretion of the Company. In the event that a Holder validly
tenders Notes pursuant to the Offer, such Notes will remain subject
to such tender and the conditions of the Offer as set out in the
Offer to Purchase irrespective of whether that Holder receives all,
part or none of any allocation of New Notes for which it has
applied.
The pricing of the New Notes is expected
to take place prior to the Early Participation Date and, as such,
Holders of the Notes are advised to contact one of the Dealer
Managers as soon as possible to provide an indication of their firm
intention to tender their Notes.
Any investment decision to purchase any New
Notes should be made solely on the basis of the information
contained in the offering document prepared in connection with the
issue and listing of the New Notes. This announcement or the Offer
to Purchase should not be deemed to be an offer to sell or a
solicitation of an offer to purchase the New Notes.
Purpose of the
OfferThe purpose of the Offer and the planned
offering of New Notes is to proactively manage and extend the
Company’s hybrid debt portfolio.
The difference, if any, between the nominal
amount of the Notes to be redeemed pursuant to the Offer and the
nominal amount of the issuance of the New Notes will be offset, for
the purpose of the equity content, by the bonds convertible into
and/or exchangeable for new and/or existing shares of the Company
(OCEANEs) converted on May 24, 2023.
Further InformationFor further
details about the terms and conditions of the Offer and the
procedures for tendering Notes in the Offer, please refer to the
Offer to Purchase.
Any questions about the Offer may be directed to
the Dealer Managers and any questions regarding procedures for
accepting the Offer or requests for additional copies of the Offer
to Purchase or related documents, which may be obtained free of
charge, may be directed to the Information Agent and the Tender
Agent, in each case at the telephone number or e-mail address
provided below.
Dealer Managers
for the
Offer |
BNP Paribas16 boulevard des
Italiens75009 ParisFranceAttention: Liability Management
GroupEurope: +33 1 55 77 78 94U.S.: +1 (212) 841-3059 U.S. Toll
Free: +1 (888) 210-4358Email:
liability.management@bnpparibas.com |
BofA Securities Europe SA51 Rue La Boétie75008
Paris FranceAttention: Liability Management GroupEurope: +33 1 877
01057 U.S. Toll Free: +1 (888) 292-0070U.S.: +1 (980) 387-3907
Email: DG.LM-EMEA@bofa.com |
|
|
Deutsche Bank Securities Inc.1 Columbus CircleNew
York, NY 10019United States of AmericaAttention: Liability
Management GroupCollect: (212) 250-2955Toll-Free: (866)
627-0391 |
Information Agent
and the Tender
Agent for the
Offer |
Kroll Issuer Services LimitedThe Shard32 London
Bridge StreetLondon SE1 9SGUnited KingdomU.S. Toll Free Number: +1
(800) 693-0284Tel: +44 20 7704 0880Attention: Owen MorrisEmail:
edf@is.kroll.com Website: https://deals.is.kroll.com/edf |
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 Offer.
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.
Important Notice
This announcement must be read in conjunction
with the Offer to Purchase. Neither this announcement nor the Offer
to Purchase constitutes an invitation to participate in the Offer,
an offer to sell or the solicitation of an offer to buy securities,
and shall not constitute an offer, solicitation or sale, in any
jurisdiction in which, or to any person to or from whom, such
offer, invitation, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of that
jurisdiction. This announcement and the Offer to Purchase contain
important information which should be read carefully before any
decision is made with respect to the Offer. If any Holder is in any
doubt as to the contents of the Offer to Purchase 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. Any individual or company whose Notes are held on
its behalf by a broker, dealer, bank, custodian, trust company or
other nominee must contact such entity if it wishes to tender such
Notes pursuant to the Offer. None of the Company, the Dealer
Managers, the Tender Agent and the Information Agent or any of
their respective directors, employees or affiliates makes any
recommendation whether Holders should tender Notes pursuant to the
Offer.
Offer and Distribution
Restrictions
The distribution of this announcement and/or the
Offer to Purchase in certain jurisdictions may be restricted by
law. Persons in possession of this announcement and/or the Offer to
Purchase are required by the Company, the Dealer Managers, the
Tender Agent and the Information Agent to inform themselves about,
and to observe, any such restrictions. Neither this announcement
nor the Offer to Purchase constitutes an offer to buy or the
solicitation of an offer to sell Notes (and tenders of Notes in the
Offer will not be accepted from Holders) in any circumstances in
which such offer or solicitation or acceptance is unlawful. In
those jurisdictions where the securities, blue sky or other laws
require the Offer to be made by a licensed broker or dealer and any
Dealer Manager or any of the Dealer Managers’ respective affiliates
is such a licensed broker or dealer in any such jurisdiction, the
Offer shall be deemed to be made by such Dealer Manager or
affiliate, as the case may be, on behalf of the Company in such
jurisdiction.
Each Holder participating in the Offer will also
be deemed to give certain representations in respect of the other
jurisdictions referred to below and generally as set out in the
section “The Offer—Procedures for Tendering Notes” of the Offer to
Purchase. Any tender of Notes for purchase from a Holder that is
unable to make these representations will not be accepted. Each of
the Company, the Dealer Managers, the Tender Agent and the
Information Agent reserves the right, in its absolute discretion,
to investigate, in relation to any tender of Notes for purchase,
whether any such representation given by a Holder is correct and,
if such investigation is undertaken and as a result the Company
determines (for any reason) that such representation is not
correct, such tender shall not be accepted.
United States. Neither this
announcement nor the Offer to Purchase constitute an offer or an
invitation to participate in the Offer in any jurisdiction in
which, or to any person to or from whom, it is unlawful to make
such offer or invitation or for there to be such participation
under applicable laws.. The New Notes have not been and will not be
registered under the U.S. Securities Act of 1933, as amended, and
may not be offered or sold in the United States of America absent
registration or an applicable exemption from registration
requirements. There will be no public offer of securities in the
United States.
United Kingdom. The
communication of this announcement, the Offer to Purchase and any
other documents or materials relating to the Offer is not being
made, and such documents and/or materials have not been approved,
by an authorised person for the purposes of Section 21 of the
Financial Services and Markets Act 2000 (as amended, the
“FSMA”). Accordingly, this announcement, the Offer
to Purchase and such documents and/or materials are not being
distributed to, and must not be passed on to, persons in the United
Kingdom other than (i) those persons in the United Kingdom falling
within the definition of investment professionals (as defined in
Article 19(5) of the Financial Promotion Order, (ii) those persons
falling within Article 43(2) of the Financial Promotion Order,
including existing members and creditors of the Company, (iii)
those persons who are outside the United Kingdom or (iv) to other
persons to whom it may lawfully be communicated under the Financial
Promotion Order (such persons together being the “Relevant
Persons”). This announcement and the Offer to Purchase is only
available to Relevant Persons and the transactions contemplated
therein will be available only to, and engaged in only with,
Relevant Persons, and this announcement and the Offer to Purchase
must not be relied or acted upon by persons other than Relevant
Persons. Any investment activity referred to in this announcement,
the Offer to Purchase or such other offer material are available
only to relevant persons and will be engaged in only with Relevant
Persons.
The New Notes are not intended to be offered,
sold or otherwise made available to and should not be offered, sold
or otherwise made available to any retail investor in the United
Kingdom. For these purposes, a “retail investor” means a person who
is one (or more) of: (i) a retail client, as defined in point (8)
of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK
domestic law by virtue of the EUWA; (ii) a customer within the
meaning of the provisions of the FSMA and any rules or regulations
made under the FSMA to implement Directive (EU) 2016/97, where that
customer would not qualify as a professional client, as defined in
point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it
forms part of domestic law by virtue of EUWA; or (iii) not a
qualified investor as defined in Article 2 of the UK Prospectus
Regulation. Consequently no key information document required by
Regulation (EU) No 1286/2014 as it forms part of domestic law by
virtue of the EUWA (as amended, the “UK PRIIPs Regulation”) for
offering or selling the New Notes or otherwise making them
available to retail investors in the United Kingdom has been
prepared and therefore offering or selling the New Notes or
otherwise making them available to any retail investor in the
United Kingdom may be unlawful under the UK PRIIPs Regulation.
European Economic Area. This
announcement is not a prospectus within the meaning of the
Prospectus Regulation and does not constitute an offer to acquire
securities. In any member state of the European Economic Area (a
“Member State”), this announcement and the Offer
to Purchase are only addressed to and is only directed at qualified
investors in that Member State within the meaning of Article 2(e)
of Regulation (EU) 2017/1129, together with any applicable
implementing measures in any Member State, the “Prospectus
Regulation”. This announcement and the Offer to Purchase
have been prepared on the basis that the Offer in any Member State
will be made pursuant to an exemption under the Prospectus
Regulation from the requirement to produce a prospectus.
The New Notes are not intended to be offered,
sold or otherwise made available to and should not be offered, sold
or otherwise made available to any retail investor in the EEA. For
these purposes, a “retail investor” means a person who is one (or
more) of: (i) a retail client as defined in point (11) of Article
4(1) of MiFID II; (ii) a customer within the meaning of Directive
(EU) 2016/97 (the “IDD”), where that customer would not qualify as
a professional client as defined in point (10) of Article 4(1) of
MiFID II; or (iii) not a qualified investor as defined in the
Prospectus Regulation. Consequently no key information document
required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs
Regulation”) for offering or selling the New Notes or otherwise
making them available to retail investors in the EEA has been
prepared and therefore offering or selling the New Notes or
otherwise making them available to any retail investor in the EEA
may be unlawful under the PRIIPs Regulation.
France. The Offer is not being
made, directly or indirectly, to the public in the Republic of
France (“France”). None of this announcement, the
Offer to Purchase or any other documents or offering materials
relating to the Offer has been or shall be distributed to the
public in France and only qualified investors (“investisseurs
qualifiés”) as defined in Article 2(e) of Regulation (EU) 2017/1129
and in accordance with, Articles L. 411-1 and L. 411-2 of
the French Code monétaire et financier, and applicable regulations
thereunder, are eligible to participate in the Offer. None of this
announcement, the Offer to Purchase and any other such offering
material has been submitted for clearance to the Autorité des
marchés financiers.
Italy. None of the Offer, this
announcement, the Offer to Purchase, or any other documents or
materials relating to the Offer has been or will be submitted to
the clearance procedure of the Commissione Nazionale per le Società
e la Borsa (“CONSOB”), pursuant to applicable Italian laws and
regulations. The Offer is being carried out in the Republic of
Italy (“Italy”) as an exempted offer pursuant to
article 101-bis, paragraph 3-bis of the Legislative Decree No. 58
of February 24, 1998, as amended (the “Financial Services
Act”) and article 35-bis, paragraph 4 of CONSOB Regulation
No. 11971 of May 14, 1999, as amended (the “Issuers’
Regulation”). The Offer is also being carried out in
compliance with article 35-bis, paragraph 7 of the Issuers’
Regulation. Holders or beneficial owners of the Notes located in
Italy can tender the Notes through authorized persons (such as
investment firms, banks or financial intermediaries permitted to
conduct such activities in Italy in accordance with the Financial
Services Act, CONSOB Regulation No. 20307 of February 15, 2018, as
amended from time to time, and Legislative Decree No. 385 of
September 1, 1993, as amended) and in compliance with applicable
laws and regulations or with requirements imposed by CONSOB or any
other Italian authority. Each intermediary must comply with the
applicable laws and regulations concerning information duties
vis-à-vis its clients in connection with the Notes or the
Offer.
Belgium. Neither this
announcement, the Offer to Purchase nor any other documents or
materials relating to the Offer have been submitted to or will be
submitted for approval or recognition to the Financial Services and
Markets Authority (Autorité des services et marchés financiers /
Autoriteit voor financiële diensten en markten) and, accordingly,
the Offer may not be made in Belgium by way of a public offering,
as defined in Articles 3 and 6 of the Belgian Law of April 1, 2007
on public takeover bids as amended or replaced from time to time.
Accordingly, the Offer may not be advertised and the Offer will not
be extended, and neither this announcement, the Offer to Purchase,
nor any other documents or materials relating to the Offer
(including any memorandum, information circular, brochure or any
similar documents) have been or shall be distributed or made
available, directly or indirectly, to any person in Belgium other
than “qualified investors” in the sense of Article 2(e) of the
Prospectus Regulation, acting on their own account. This
announcement and the Offer to Purchase have been issued only for
the personal use of the above qualified investors and exclusively
for the purpose of the Offer. Accordingly, the information
contained in this announcement and the Offer to Purchase may not be
used for any other purpose or disclosed to any other person in
Belgium.
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