Electricité de France (the “Company”) announced 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
(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.
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for payment, and will promptly pay for on the applicable Settlement Date, all Notes validly tendered and not validly withdrawn.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 Amount
The 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 Price
The 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 Interest
In 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 Offer
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.
Financing Condition
The 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 Notes
The 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 Offer
The 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 Information
For 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.
