Tender offer for the equity securities of EDF
Setting up of an ad hoc committee
The Board of Directors of EDF S.A. (the "Company") held a meeting on July 19, 2022 and took note of the intention of the French State to file, subject to the enactment of a 2022 Supplementary Budget Bill (currently being discussed in the lower house of Parliament) providing the financial resources necessary for the Offer, a simplified public tender offer (the "Offer") for the shares of the Company and the bonds convertible into new shares and/or exchangeable for existing shares due 2024 issued by the Company (the "OCEANEs") that the French State does not hold, at a price of:
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EUR 12.0 per EDF share, with dividend rights attached; and
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EUR 15.64 per OCEANE, taking into account an adjustment of the conversion ratio based on the illustrative scenario of the Offer opening on September 29, 20221.
The Offer is expected by the French State to be filed with the French Financial Markets Authority (the "AMF") by early September 2022, subject to enactment of a 2022 Supplementary Budget Bill providing the financial resources necessary for the Offer.
If the legal and regulatory conditions are met, the Offer will be followed by a squeeze-out procedure for all the shares and OCEANEs that the French State would not hold at the end of the Offer.
In accordance with Article 261-1-III of the AMF’s general regulations, the Board of Directors of the Company formed on today an ad hoc committee composed of Bruno CREMEL as Chairman (independent director), Colette LEWINER (independent director), Philippe PETITCOLIN (independent director) and Christian TAXIL (director appointed by the employees).
The ad hoc committee will be tasked with proposing to the Board of Directors the appointment of an independent expert, monitoring the work of said independent expert to be appointed by the Board of Directors, and issuing a recommendation to the Board of Directors on the interest of the Offer for the Company, the shareholders, the holders of OCEANEs and the employees.
The name of the independent expert to be appointed by the Board of Directors upon the proposal of the ad hoc committee will be released in accordance with applicable regulations.
The Board of Directors will issue a reasoned opinion on the proposed Offer after having taken note of the report of the independent expert and the recommendation of the ad hoc committee.
The report of the independent expert and the reasoned opinion of the Board of Directors of the Company will be included in the Company’s draft response document.