EDF : Board of Directors' meeting held on 13 February 2017
February 13 2017 - 2:49PM
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PRESS RELEASE
13 February 2017 |
Not for release,
publication or distribution, directly or indirectly,
in or into the United States, Canada, Australia or
Japan.
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Board of
Directors' meeting held on 13 February 2017
During its meeting held on 13
February 2017, the Board of Directors of EDF decided to carry out a
capital increase with preferential subscription rights to existing
shareholders for a total amount, including issue premium, of
approximately 4 billion euros, as announced on 22 April 2016.
EDF intends to launch this capital
increase before the end of the first quarter of 2017, subject to
market conditions and after having received the visa from the French Autorité des
marchés financiers
(the "AMF") on the prospectus. This
transaction will be executed, after a new deliberation of the Board
of Directors, in accordance with the delegation of authority which
has been granted to it by the second resolution adopted at the
extraordinary general meeting of the shareholders of the company
held on 26 July 2016.
The French State, EDF's largest
shareholder, has committed to subscribe for new shares in an amount
of 3 billion euros out of the total amount of approximately 4
billion euros.
Important
information
No communication and no
information in respect of this transaction may be distributed to
the public in any jurisdiction where a registration or approval is
required. No steps have been or will be taken in any jurisdiction
(other than France) where such steps would be required. The issue,
the subscription for or the purchase of Electricité de France
S.A.'s shares or rights may be subject to specific legal or
regulatory restrictions in certain jurisdictions. Electricité de
France S.A. assumes no responsibility for any violation of any such
restrictions by any person.
This announcement is not a
prospectus within the meaning of Directive 2003/71/EC of the
European Parliament and the Council of 4 November 2003, as amended,
in particular by Directive 2010/73/EU to the extent such Directive
has been transposed in each relevant Member State of the European
Economic Area (together, the "Prospectus
Directive").
No securities offering will be
opened to the public in France before the delivery of the visa on a prospectus prepared in compliance with the
Prospectus Directive, as approved by the French Autorité des marchés financiers.
With respect to the Member States
of the European Economic Area which have implemented the Prospectus
Directive (each, a "relevant Member State"),
other than France, no action has been undertaken or will be
undertaken to make an offer to the public of the securities
requiring publication of a prospectus in any relevant Member State.
As a result, the new shares of Electricité de France S.A. may only
be offered in relevant Member States (i) to qualified investors, as
defined by the Prospectus Directive; or (ii) in any other
circumstances not requiring Electricité de France S.A. to publish a
prospectus as provided under Article 3(2) of the Prospectus
Directive.
The distribution of this press
release is not made, and has not been approved, by an "authorised
person" within the meaning of section 21(1) of the Financial
Services and Markets Act 2000. As a consequence, this press release
is directed only at persons who (i) are located outside the
United Kingdom, (ii) are investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotions) Order 2005 (as amended, the "Order"), or (iii) are high net worth entities and other
persons to whom it may be lawfully communicated falling within
Article 49(2)(a) to (d) of the Order (all such persons mentioned in
paragraphs (i), (ii) and (iii) collectively being referred to as
"Relevant Persons"). The securities of
Electricité de France S.A. are directed only at Relevant Persons
and no invitation, offer or agreements to subscribe, purchase or
acquire the securities may be proposed or made other than with
Relevant Persons. Any person other than a Relevant Person may not
act or rely on this document or any information contained herein.
This press release is not a prospectus which has been approved by
the Financial Conduct Authority or any other United Kingdom
regulatory authority within the meaning of Section 85 of the
Financial Services and Markets Act 2000.
This press release does not
constitute or form a part of any offer or solicitation to purchase
or subscribe for securities in the United States. Securities may
not be offered, subscribed or sold in the United States absent
registration under the U.S. Securities Act of 1933, as amended (the
"U.S. Securities Act"), except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements thereof. The shares of Electricité de
France S.A. and rights in respect thereof have not been and will
not be registered under the U.S. Securities Act and Electricité de
France S.A. does not intend to make a public offering of its
securities in the United States.
The distribution of this document
in certain countries may constitute a breach of applicable law. The
information contained in this document does not constitute an offer
of securities for sale in the United States, Canada, Australia or
Japan.
This press release may not be
published, forwarded or distributed, directly or indirectly, in the
United States (including its territories and dependencies and any
state of the United States), Canada, Australia or Japan.
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 37.6 million customers, of
which 27.8 million in France. The Group generated consolidated
sales of €75 billion in 2015, of which 47.2% outside of France. EDF
is listed on the Paris Stock Exchange.
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EDF SA
22-30, avenue de Wagram
75382 Paris cedex 08
EDF SA share capital €1,054,568,341.50 euros
552 081 317 R.C.S. Paris
www.edf.com |
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CONTACTS
Press office: +33 1 40 42 46 37
Analysts and investors: +33 1 40 42 40 38
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EDF PR Board capital
increase
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announcement is distributed by Nasdaq Corporate Solutions on behalf
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The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: EDF via Globenewswire