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, July 7, 2023
Electricité de France Announces the Final Results of its Tender Offer as of the Expiration Date
Electricité de France (the “Company”) hereby announces the final results of its offer to purchase for cash any and all (the “Offer”) of its $1,500,000,000 Reset Perpetual Subordinated Notes (the “Notes”), which are admitted to trading on the regulated market of the Luxembourg Stock Exchange, as of 5:00 p.m., New York City time, on July 6, 2023 (the “Expiration Date”).
The terms and conditions of the Offer are described in the Offer to Purchase dated June 6, 2023 (the “Offer to Purchase”), the date of the commencement of the Offer. Capitalized terms used in this announcement but not defined herein have the meanings given to them in the Offer to Purchase.
Early Participation Results
As announced by the Company on June 21, 2023, $901,449,000 of the aggregate principal amount of the Notes was validly tendered at or prior to 5:00 p.m., New York City time, on June 20, 2023 (the “Early Participation Date”) and was accepted for purchase by the Company. The settlement for the Notes validly tendered and not validly withdrawn at or prior to the Early Participation Date took place on June 22, 2023.
Expiration of the Offer
The Offer expired at 5:00 p.m., New York City time, on July 6, 2023. According to information provided by the Information Agent and Tender Agent, $2,910,000 of the aggregate principal amount of the Notes was validly tendered after the Early Participation Date and at or prior to the Expiration Date.
All Notes validly tendered after the Early Participation Date and at or prior to the Expiration Date have been accepted for purchase. No Notes tendered after the Expiration Date will be accepted pursuant to the Offer.
Holders whose Notes were 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 receive $945.00 per $1,000 of principal amount of Notes (the “Purchase Price”).
In addition to the Purchase Price, Holders whose Notes were 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 also receive accrued and unpaid interest (including any outstanding arrears of interest and/or any additional interest amount) from (and including) the immediately preceding interest payment date for the Notes to (but excluding) the Final Settlement Date (as defined below).
The settlement date for the Notes validly tendered after the Early Participation Date and at or prior to the Expiration Date is expected to be July 10, 2023 (the “Final Settlement Date”). Following the Final Settlement Date, $595,641,000 aggregate principal amount of the Notes will remain outstanding.
This announcement does not contain the full terms and conditions of the Offer, which are contained in the Offer to Purchase prepared by the Company.
Further Information
Any questions about the Offer may be directed to the Dealer Managers for the Offer:
| Dealer Managers for the Offer | |
| BNP Paribas 16 boulevard des Italiens 75009 Paris France Attention: Liability Management Group Europe: +33 1 55 77 78 94 U.S.: +1 (212) 841-3059 U.S. Toll Free: +1 (888) 210-4358 Email: liability.management@bnpparibas.com | BofA Securities Europe SA 51 Rue La Boétie 75008 Paris France Attention: Liability Management Group Europe: +33 1 877 01057 U.S. Toll Free: +1 (888) 292-0070 U.S.: +1 (980) 387-3907 Email: DG.LM-EMEA@bofa.com |
| Deutsche Bank Securities Inc. 1 Columbus Circle New York, NY 10019 United States of America Attention: Liability Management Group Collect: (212) 250-2955 Toll-Free: (866) 627-0391 | |
Any 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 for the Offer:
| Information Agent and the Tender Agent for the Offer |
| Kroll Issuer Services Limited The Shard 32 London Bridge Street London SE1 9SG United Kingdom U.S. Toll Free Number: +1 (800) 693-0284 Tel: +44 20 7704 0880 Attention: Owen Morris Email: edf@is.kroll.com Website: https://deals.is.kroll.com/edf |
Forward-Looking Statements
The Company considers portions of this announcement and the Offer to Purchase to be forward-looking statements. 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 or the Offer to Purchase, 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.
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