13 February 2017
Not for release, publication or distribution, directly or indirectly,
in or into the United States, Canada, Australia or Japan.
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 march é s 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.
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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