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Not for distribution in or into the United States, Canada, Japan or Australia Success of EDF Energies Nouvelles’ Initial Public Offering Offering price set at 28 euros per share Offering price: 28 euros per share 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 Institutional demand resulting in an over-subscription rate of approximately 31 times1; French Public Offering over-subscribed by 9.5 times 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 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 • • 1 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. 1/7 Not for distribution in or into Canada, Japan or Australia Allocation (excluding the over-allotment option) • • 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: 2/7 Not for distribution in or into Canada, Japan or Australia « 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. 3/7 Not for distribution in or into Canada, Japan or Australia 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 4/7 Not for distribution in or into Canada, Japan or Australia 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 5/7 Not for distribution in or into Canada, Japan or Australia 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 1.3 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. 6/7 Not for distribution in or into Canada, Japan or Australia 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. 7/7