Download Success of EDF Energies Nouvelles` Initial Public Offering Offering

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Success of EDF Energies Nouvelles’ Initial Public Offering
Offering price set at 28 euros per share
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Offering price: 28 euros per share
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Total offering size: share capital increase of approximately 339.9 million euros before
exercise of the over-allotment option, and approximately 390.9 million euros after full
exercise of the over-allotment option
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Institutional demand resulting in an over-subscription rate of approximately 31 times1;
French Public Offering over-subscribed by 9.5 times
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Capital increase reserved for the EDF group: approximately 134.4 million euros,
resulting in a total capital increase (excluding the Employee Offering) of approximately
474.3 million euros before exercise of the over-allotment option, and approximately
525.2 million euros after full exercise of the over-allotment option
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Ownership structure after the Offering (in case of full exercise of the over-allotment
option, but excluding the Employee Offering): EDF group 50.00%, Mouratoglou Group
and others 27.43%, free float 22.57%
La Défense, November 28, 2006 – EDF Energies Nouvelles, a leading player in the worldwide
renewable energy market, announces today the final terms of its French public offering (Offre à Prix
Ouvert, the “French Public Offering”) and international offering (the “International Offering”, together
with the French Public Offering, the “Offering”)) on the occasion of the admission to listing of its shares
(the “Shares”) on Eurolist by EuronextTM of Euronext Paris (compartment A, ticker symbol: EEN; ISIN
code FR0010400143). The initial public offering of EDF Energies Nouvelles has generated extremely
high interest among institutional investors in France and abroad, as well as among retail investors in
France.
Offering price
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The price per Share for the French Public Offering and the International Offering is set at 28
euros per Share (the “Offering price”).
The price per Share for the Employee Offering with discount is set at 22.40 euros per Share
as compared to 28 euros per Share for the Employee Offering without discount.
Excluding the exercise of the over-allotment option and excluding the Employee Offering.
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Allocation (excluding the over-allotment option)
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10,318,551 Shares were allocated to the International Offering (representing 288.9 million
euros, i.e. 85% of the Shares offered).
1,820,921 Shares were allocated to the French Public Offering (representing 51.0 million
euros, i.e. 15% of the Shares offered).
Offering size
The Offering consists of a total of 12,139,472 Shares, representing approximately 20.22% of EDF
Energies Nouvelles’ share capital and voting rights, excluding the Employee Offering (as defined
below) and excluding the exercise of the over-allotment option. The gross proceeds of the Offering
(before exercise of the over-allotment option) represent approximately 339.9 million euros, all resulting
from a share capital increase.
EDF Energies Nouvelles has granted the Joint Global Coordinators and Joint Bookrunners acting in
the name and on behalf of the Underwriters an over-allotment option, which may be exercised until
December 27, 2006, to subscribe to additional shares from the issuer, equal to up to 15% of the
number of shares initially offered in the Offering, amounting to a maximum of 1,820,920 additional new
Shares. In the case of full exercise of the over-allotment option, the Offering will amount to 390.9
million euros and 22.57% of EDF Energies Nouvelles’ share capital and voting rights, excluding the
Employee Offering.
The offering to employees (the “Employee Offering”) will include a total of 435,000 Shares, offered at a
price of 22.40 euros per Share for the Employee Offering with discount. For the Employee Offering
without discount, the price is the Offering price.
The share capital increase reserved for EDEV, a wholly-owned subsidiary of EDF, amounts to
4,798,464 Shares, representing approximately 7.99% of EDF Energies Nouvelles’ share capital and
voting rights (excluding the Employee Offering and before exercise of the over-allotment option).
These shares are being issued at the Offering price, and allow the EDF group to maintain its 50%
interest in the share capital and voting rights of EDF Energies Nouvelles (with or without the exercise
of the over-allotment option and the completion of the Employee Offering).
Offering timetable
EDF Energies Nouvelles’ Shares are scheduled to begin trading on Eurolist by Euronext™ of Euronext
Paris on November 29, 2006 at 10:00 a.m. (Paris Time). Settlement and delivery of the Shares in the
French Public Offering and International Offering is intended to occur on December 1, 2006, with
Lazard-IXIS acting as Settlement Agent.
JPMorgan and Lazard-IXIS are acting as Joint Global Coordinators and Joint Bookrunners, with Merrill
Lynch International acting as Senior Co-Lead Manager, and Dexia and Société Générale acting as
Co-Lead Managers.
Pâris Mouratoglou, Chairman of the Board of Directors of EDF Energies Nouvelles, stated:
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« We are extremely pleased with the manner in which our Company has been welcomed in France
and abroad, and with the great success of our Offering. The proceeds from the capital increase will
allow us to accelerate our growth, particularly in wind power activities, while pursuing the development
of our other core businesses. We are proud to share this project with the new shareholders who are
joining us and thereby expressing their confidence in our strategy in the field of renewable energies. »
About EDF Energies Nouvelles
Founded in 1990, EDF Energies Nouvelles has an important international footprint in the generation of
green power, with a worldwide gross installed capacity of 1,015 MW at June 30, 20062 (including 746
MW installed for own account3), with 616 MW currently under construction (including 306 MW for own
account).
EDF Energies Nouvelles has strengthened its positions in nine European countries (France, Greece,
Portugal, Italy, the United Kingdom, Spain, Germany, Bulgaria and Belgium), as well as in the United
States.
Specialized in the production of energy from renewable sources, the Group is active in four segments
– wind, hydro, biomass and solar – with wind power currently accounting for 78% of its installed
capacity.
EDF EN, which in 2005 recorded revenues of €336.2 million and EBITDA of €62.3 million, has
adopted an integrated approach unequalled in its sector, across the entire value chain and including
project development, construction, electricity generation and operations and maintenance. In addition,
the Group is active in the development and sale of structured assets, which primarily relates to the
sale of renewable energy generation assets to individual investors or utility companies. EDF Energies
Nouvelles is a 50% subsidiary of the EDF group.
A prospectus in the French language has been prepared consisting of (i) a document de base
registered with the French Autorité des marches financiers (“AMF”) under n° I.06-148 dated 22
September 2006 and (ii) a note d’opération, which received visa no. 06-404 dated 13 November 2006
from the AMF. This prospectus is available on the AMF web site (www.amf-france.org), on the
Company’s web site (www.edf-energies-nouvelles.com) and without cost from EDF Energies
Nouvelles (Cœur Défense - Immeuble 1 - Défense 4, 90 Esplanade du Général de Gaulle - 92933
Paris La Défense Cedex). This prospectus includes a section describing certain risk factors relating to
EDF Energies Nouvelles and the Offering.
These materials and the information they contain do not constitute an offer of securities for sale or
subscription, nor a solicitation of a purchase or subscription order, in any country.
These materials are not for distribution, directly or indirectly, in or into the United States. hey are not an
offer of securities for sale in or into the United States or any other jurisdiction where such offer may be
restricted.
The EDF Energies Nouvelles securities referred to in these materials may not be offered or sold in the
United States (as such term is defined in Regulation S under the US Securities Act of 1933, as
2
3
Total nominal capacity of all power plants consolidated by the Group.
Capacity corresponding to the portion of the power plants owned by the Group.
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amended) unless they are registered or exempt from registration under the US Securities Act of 1933,
as amended. EDF Energies Nouvelles does not intend to register any portion of the planned offering in
the United States or to conduct a public offering of securities in the United States.
No public offer is being made in the United Kingdom. In the United Kingdom, this information is only
directed at individuals who are investment professionals within the meaning of Article 19(1) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 of the United Kingdom
(the «Order») or persons described in Article 49(1) of the Order or other persons to whom EDF
Energies Nouvelles may legally transmit an invitation or encourage to invest in compliance with the
Order.
From November 28, 2006 to no later than December 27, 2006, Lazard-IXIS, in its capacity as
stabilization agent and in accordance with applicable laws and regulations, including Regulation
2273/2003 of the European Commission dated December 22, 2003, setting forth the terms for
applying Directive 2003/06/CE of the European Parliament and Council dated January 28, 2003 on
insider trading and market manipulation, may (but is not required to) carry out stabilization operations
to stabilize or support the price of the Company's shares on the Eurolist by EuronextTM of Euronext
Paris.
There may be no assurance that the stabilization activities described above will be carried out and, if
such is the case, they may be terminated at any time.
Communication with the competent market authorities and the public will be carried out in accordance
with Article 9 of Regulation (CE) no. 2273/2003. Such interventions may effect the trading price of the
Company’s shares and may result in a trading price which is higher than that which would otherwise
be the case. In accordance with Article 11 of Regulation (CE) no. 2273/2003, the Underwriters may
overallot in connection with the Offering in an amount equal to the number of the Company’s shares
covered by the over-allotment option, increased by an amount equal to 5% of the shares in the
Offering (excluding the over-allotment option). In accordance with Article 10.1 of Regulation (CE) no.
2273/2003, the stabilization activities may not be carried out at a price greater than the Offering price.
Contacts :
EDF Energies Nouvelles
Media Relations
Marilys Dubernet
Tel +33 1 40 90 23 65
[email protected]
Investor Relations
Dorothée Hontebeyrie
Tel +33 1 40 90 20 50
[email protected]
Brunswick
Agnès Catineau ([email protected])
Aurélia de Lapeyrouse ([email protected])
Tel.: +33 (0) 1 53 96 83 83
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FINAL TERMS OF THE INITIAL PUBLIC OFFERING OF THE SHARES OF EDF
ENERGIES NOUVELLES (THE “SHARES”) AND ADMISSION TO LISTING ON THE
EUROLIST BY EURONEXTTM OF EURONEXT PARIS
Issuer
EDF Energies Nouvelles
ICB sector
7535 - Electricity
ISIN code
FR0010400143
Ticker symbol
EEN
THE OFFERING
Structure of the
Offering
The offering (the “Offering”) consists of a retail public offering of
new Shares in France, primarily to individuals (the “French Public
Offering”) and an international offering of new Shares to
institutional investors inside and outside of France (including in the
United States pursuant to Rule 144A) (the “International
Offering”).
Number of Shares
offered
12,139,472 new Shares to be issued in connection with a capital
increase by cash payment via public offering (the “New Shares”).
Over-allotment Option The Company will grant the Global Coordinators and Joint
Bookrunners, in the name of and on behalf of the Underwriters, the
option to purchase up to an additional 15% of the New Shares, or a
maximum of 1,820,920 additional New Shares (the “Overallotment Option” and the “Additional New Shares”). This option
may be exercised by Lazard-IXIS, on behalf of the Underwriters, no
later than December 27, 2006.
Offering Price
28 euros per Share (the “Offering Price”).
Shares bearing full
rights as of
January 1, 2006.
Gross proceeds of the 339.9 million euros (390.9 million euros in case of full exercise of
the Over-allotment Option).
Offering
Net proceeds of the
Offering
326.4 million euros (376.1 million euros in case of full exercise of
the Over-allotment Option).
Use of proceeds
The objective of the Offering and the admission to listing of the
Company’s shares on Eurolist by EuronextTM of Euronext Paris is to
allow the Company to continue its development by providing new
sources of financing, in particular for the achievement of its growth
objectives and the implementation of its strategy. The net proceeds
of the issuance of New Shares will also be used by the Company to
repay the subordinated loan received from EDEV.
The Offering will be underwritten by a syndicate of financial
Underwriting
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institutions (the “Underwriters”) led by J.P. Morgan Securities Ltd.
and Lazard-IXIS, (the “Joint Global Coordinators and Joint
Bookrunners”), Merrill Lynch International (the “Senior Co-Lead
Manager”), and Dexia and Société Générale (the “Co-Lead
Managers”), applicable to all New Shares offered in the Offering.
The underwriting agreement may be terminated by the Underwriters
until (and including on) the date of settlement and delivery, under
certain circumstances. This underwriting does not constitute a
garantie de bonne fin within the meaning of article L.225-145 of the
French Commercial Code.
Lock-up
180 calendar days following settlement and delivery for the Shares
in the Offering applicable to the Company, Mr. Pâris Mouratoglou,
Société Internationale d’Investissements Financiers, EDF, EDEV,
Mr. David Corchia and Mr. Yvon André, subject to certain
exceptions.
THE EMPLOYEE
OFFERING
Number of New
Shares Reserved for
Employees (the
“Employee Offering”)
and subscription
terms
Offering Price for the
Employee Offering
Shares bearing full
rights as of
Gross proceeds of
the Employee
Offering
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A maximum of 435,000 New Shares, of which 290,000 New
Shares offered in connection with an employee group savings
plan (the “New Shares Reserved for Employees with
Discount”) and up to 145,000 New Shares offered outside of an
employee group savings plan (the “New Shares Reserved for
Employees without Discount”).
22.40 euros per Share (a 20% discount as compared to the
Offering Price) for the New Shares Reserved for Employees with
Discount.
At the Offering Price for the New Shares Reserved for
Employees without Discount.
January 1, 2006.
The gross proceeds of the New Shares in the Employee Offering
will amount to a maximum of 10.6 million euros if all of the
Shares offered in the Employee Offering are subscribed.
Shares Reserved for EDEV and transfers between shareholders
Concurrently with the settlement and delivery of the shares in the Offering, in accordance with
agreements entered into between the Mouratoglou group and the EDF group on July 17, 2006, EDEV,
a 100%-owned subsidiary of EDF, and currently holders of a 50% interest in the Company, will
subscribe to a capital increase of 4,798,464 New Shares (the "New Shares Reserved for EDEV'') at
the Offering Price through a share capital increase reserved to it. At that time, Mr. Pâris Mouratoglou
will sell 3,670,504 Shares to EDEV. Upon the settlement and delivery of Shares pursuant to each of (i)
the Employee Offering and (ii) the exercise of the Over-allotment Option, Mr. Pâris Mouratoglou will
sell to EDEV the number of Shares required to maintain the interest of the EDF group at 50% of the
share capital and voting rights of the Company. These sales will occur at a volume-weighted average
of the closing share prices of the EDF Energies Nouvelles Share on the 60 trading days prior to the
delivery of a payment request by one of the parties.
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Expected timetable
November 28, 2006
November 29, 2006
December 1, 2006
December 27, 2006
First listing of the Shares on Eurolist by Euronext™ of
Euronext Paris S.A.
Commencement of trading in the Shares on Eurolist by
Euronext™ of Euronext Paris S.A. (in the form of whenissued shares within the meaning of Article L.228-10 of the
French Commercial Code)
Beginning of stabilization period, if any.
Settlement and delivery of the New Shares in the French
Public Offering, the International Offering and the New
Shares Reserved for EDEV.
Expiry date for exercise of the Over-allotment Option.
End of stabilization period, if any.
Investor Relations
M. Philippe Crouzat
Directeur financier
E-mail: [email protected]
Site Internet: www.edf-energies-nouvelles.com
Financial intermediaries
Joint Global Coordinators and Joint Bookrunners:
Lazard-IXIS
J.P. Morgan Securities Ltd. and
Senior Co-Lead Manager: Merrill Lynch International
Co-Lead Managers: Dexia and Société Générale
Availability of the Prospectus
A prospectus in the French language has been prepared consisting of (i) a document de
base registered with the French Autorité des marches financiers (“AMF”) under n° I.06148 dated 22 September 2006 and (ii) a note d’opération (including a summary of the
prospectus), which received visa no. 06-404 dated 13 November 2006 from the AMF.
This prospectus is available on the AMF web site (www.amf-france.org), on the
Company’s web site (www.edf-energies-nouvelles.com) and without cost from EDF
Energies Nouvelles (Cœur Défense - Immeuble 1 - Défense 4, 90 Esplanade du Général
de Gaulle - 92933 Paris La Défense Cedex) and from the financial intermediaries. This
prospectus includes a section describing certain risk factors relating to EDF Energies
Nouvelles and the Offering.
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