France Deals Review

France · Competition

How France took EDF from majority to full state ownership

France became EDF's sole shareholder on 8 June 2023. The state first used a tender offer, then acquired the remaining covered shares and convertible bonds in a compulsory transfer.

Sources checked

Follow the French state's acquisition of EDF securitiesEDF tender offer, shareholder challenge and delisting milestones
  1. 4 October 2022
    Tender offer filed

    France submitted a proposed simplified tender offer for EDF shares and OCEANEs. Source 1

  2. 22 November 2022
    AMF cleared the offer

    France's financial markets regulator declared the offer compliant. Source 2

  3. 2 May 2023
    Court rejected challenge

    The Paris Court of Appeal rejected the challenge to the AMF's clearance. Source 3

  4. 4 to 17 May 2023
    Offer reopened

    Holders had another ten trading days to tender eligible securities. Source 3

  5. 23 May 2023
    Final result and request

    The state reported 97.69% of EDF's capital and requested the squeeze-out. Source 4

  6. 8 June 2023
    Squeeze-out and delisting

    The state acquired remaining covered securities at the offer prices. Source 2

The tender, court ruling and compulsory transfer were distinct steps.

Source 1 Source 2 Source 3 Source 4

France already held a majority stake

The state filed the proposed purchase of EDF shares and OCEANEs in October 2022. OCEANEs were bonds with an option to convert or exchange into EDF shares. The offer covered both instruments at separately stated prices. Source 1 Source 2

A shareholder challenge preceded the reopening

Minority shareholder groups challenged the AMF's decision clearing the offer. EDF reported that the Paris Court of Appeal rejected the challenge on 2 May 2023. The offer reopened two days later and ran until 17 May. Source 3

The tender raised the holding to 97.69% of capital

The ministry reported ownership of 3.91 billion shares and at least 98.04% of voting rights at the close. It also reported that the state held 99.97% of the outstanding OCEANEs. The shares and bonds had separate ownership totals. Source 4

The final step removed the securities from trading

Remaining covered shares transferred for EUR 12.00 each and remaining covered OCEANEs for EUR 15.52 each. EDF reported that the shares were delisted from Euronext Paris, the bonds from Euronext Access and the state held all share capital and voting rights. Source 2

Sources

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