EDF announces the final results of its tender offer for euro-denominated hybrid notes and the early participation results of its tender offer for US dollar-denominated hybrid notes

PRESS RELEASE 12 December 2019 EDF announces the final results of its tender offer for euro-denominated hybrid notes and the early participation results of its tender offer for US dollar-denominated hybrid notes EDF (the “ Company ”) today announces the results of the tender offers launched on 26 November 2019 (1)  (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...

PRESS RELEASE

12 December 2019

EDF announces the final results of its tender offer for euro-denominated hybrid notes and the early participation results of its tender offer for US dollar-denominated hybrid notes

EDF (the “Company”) today announces the results of the tender offers launched on 26 November 2019 (1)  (the "Tender Offers") to purchase the following hybrid notes (together, the “Targeted Hybrid Notes”):

1. 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
2. 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“).

Summary table of the Tender Offer results in respect of the Euro Notes below:

 

ISIN	Tendered Amount	Tendered Amount in % of outstanding	Acceptance Amount	Pro-Rating Factor	Tender Price
FR0011697010	394,900,000€	59.67%	394,900,000€	None	107.55%

 

EDF will purchase for cash Euro Notes validly tendered pursuant to the Tender Offer on 13 December 2019.

 

 

Summary table of the Tender Offer early participation results in respect of the US Notes:

 

ISIN	Tendered Amount	Tendered Amount in % of outstanding	Acceptance Amount	Pro-Rating Factor	Tender Price
144A / Reg S ISIN : US268317AF12 / USF2893TAF33	$895,176,000	29.84%	$895,176,000	None	104.567%

 

 

 

Holders whose US Notes are accepted for purchase will receive the tender price. The settlement date for the US Notes accepted for purchase by the Company is expected to be 13 December 2019.

The Tender Offer relating to the US Notes will continue until 27 December 2019.

The Company also intends to exercise its call option on January 29, 2020 on all the 1,250 billion euros of indefinite subordinated bonds (ISIN: FR0011401736), the amount of which is currently outstanding to 338.2 million euros.

As a consequence, and taking into account the Euro-denominated 500 million hybrid note offering, at 3.00% coupon with a 8-year first call date launched on November 26, 2019, these transactions will allow to reduce the total stock of hybrids on EDF's balance sheet by approximately 9% to 9.2 billion euros while making a net coupon savings of around 44 million euros in 2020 and around 58 million euros from 2021.

 

 

(1) see EDF's press release dated 26 November 2019.

 

 

Disclaimers

This announcement does not contain the full terms and conditions of the Tender Offers constitute an invitation to participate in the Tender Offers in or from any jurisdiction in or fromwhich, or to or from any person to or from whom, it is unlawful to make such invitation under applicable securities laws. Thedistribution ofthisannouncementincertainjurisdictionsmayberestrictedbylaw.Personsintowhosepossessionthisannouncementcomes are required to inform themselves about, and to observe, any suchrestrictions.

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 inany circumstancesinwhichsuchofferorsolicitationisunlawful.EDFdoesnotmakeanyrecommendationastowhetherornot qualifying holders should participate in the tenderoffer. 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.

Thetenderoffer for the Euro Notesisnotbeingmadeandwillnotbemadedirectlyorindirectlyinorinto,orbyuseofthemailsof,orbyanymeans or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the UnitedStates toownersoftheEuro NoteswhoarelocatedintheUnitedStatesasdefinedinRegulationSoftheU.S.SecuritiesAct of1933(asamended,the“SecuritiesAct”)ortoU.S.PersonsasdefinedinRegulationSoftheSecuritiesAct(eacha“U.S. Person”). The Euro Notes may not be tendered in the tender offer by any such use, means, instrumentality orfacility from or within the United States, by persons located or resident in the United States or by U.S. Persons. Accordingly, copiesof thisdocumentandanyotherdocumentsormaterialsrelatingtothetenderoffer for the Euro Notesarenotbeing,andmustnotbe,directlyor indirectly,mailedorotherwisetransmitted,distributedorforwarded(including,withoutlimitation,bycustodians,nomineesor trustees)inorintotheUnitedStatesortoanysuchU.S.Person.Anypurportedoffertosellinresponsetothetenderoffer 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 theUnited Statesoranyagent,fiduciaryorotherintermediaryactingonanon-discretionarybasisforaprincipalgivinginstructionsfrom withintheUnitedStatesoranyU.S.Personwillbeinvalidandwillnotbeaccepted.EachholderofanyEuroNote participatinginthetenderofferwillrepresentthatitisnotlocatedintheUnitedStates.

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.

Only print this message if absolutely necessary.     EDF SA French societe anonyme With a share capital of 1 525 484 813 euros Registered lead office : 22-30, avenue de Wagram 75382 Paris cedex 08 552 081 317 R.C.S. Paris www.edf.fr	CONTACTS   Press: +33 (0) 1 40 42 46 37   Analysts and Investors: +33 (0) 1 40 42 40 38

Attachment

• PR EDF_Results tender offers_Certified