PRESS RELEASE OF DECEMBER 19, 2019
IMPLEMENTATION OF THE MANDATORY WITHDRAWAL FROM THE COMPANY
FUTUREN AT THE END OF THE PUBLIC WITHDRAWAL OFFER
INITIATED BY
EDF RENEWABLES AND EDF ENERGIES NOUVELLES BELGIUM
AMOUNT OF COMPENSATION : 1.15 euros per share
Target company : FUTUREN, a limited company with a board of directors, whose head office is located at Cœur Défense, Tour B – 100, esplanade du Général de Gaulle – 92932, Paris La Défense Cedex, registered in the Nanterre Trade and Companies Register under number 423 127 281 and whose shares are admitted to trading on compartment B of the regulated market of Euronext in Paris under the ISIN code FR0011284991 (hereinafter “ FUTUREN » or the “ Company ").
Co-Initiators : EDF Renewables, a public limited company with a board of directors, whose head office is located at Cœur Défense, Tour B – 100, esplanade du Général de Gaulle – 92932 Paris La Défense Cedex and registered in the Nanterre Trade and Companies Register under the number 379 677 636 (“ EDF R ") and its subsidiary at 99.99 %, the company EDF Energies Nouvelles Belgium, a public limited company under Belgian law, whose head office is located Fond Jean Easter 4 – 1348 Ottignies-Louvain-la-Neuve, Belgium and registered in the register of legal entities of Nivelles under number 840 927 147 (“ EDF EN Belgium ") (EDF R and EDF EN Belgium being hereinafter together referred to as the " Co-Initiators ").
Mandatory withdrawal terms : At the end of the public withdrawal offer (the “ Offer ") initiated by EDF R and EDF EN Belgium and targeting the FUTUREN shares, the Co-Initiators jointly hold 253,926,684 FUTUREN shares representing as many voting rights, i.e. 91.37 % of the share capital and 91.23 % of the voting rights. FUTUREN vote.
The conditions set out in Article L. 433-4 II of the Monetary and Financial Code, as well as in Articles 237-1 to 237-3 of the AMF general regulations are met:
- the 23,974,221 FUTUREN shares not presented to the Offer by the minority shareholders represent, at the end of the Offer, 8.63 % of the capital and at most 8.77 % of the voting rights of the Company, i.e. less 10 % of the capital and voting rights of the Company;
- during the examination of the conformity of the draft Offer, the AMF had access to the evaluation report of the institution presenting and guarantor of the Offer, Crédit Agricole and Investment Bank, and the report of the independent expert , the firm Associés en Finance, represented by Mr. Aurélien Bricout, who concluded that the price offered was fair with a view to a squeeze-out (see AMF D&I opinion no. 219C2562 of December 4, 2019); And
- the squeeze-out is expressed under the same financial conditions as the Offer, i.e. 1.15 euros per FUTUREN share, it being understood that this compensation is net of all costs.
In accordance with AMF D&I notice no. 219C2841 of December 19, 2019, the squeeze-out will be implemented from December 20, 2019 and will relate to the 23,974,221 FUTUREN shares in circulation not held by the Co-Initiators on the date of the closing of the Offer.
The total amount of compensation will be paid by the Co-Initiators, at the latest on the date of implementation of the squeeze-out, i.e. December 20, 2019, into a blocked account opened for this purpose with CACEIS Corporate Trust, centralizer compensation operations, from which financial intermediaries holding accounts must request compensation corresponding to their clients' assets.
The unallocated funds corresponding to compensation for securities whose beneficiaries have remained unknown will be kept by CACEIS Corporate Trust for a period of ten (10) years from the date of implementation of the squeeze-out and paid to the Fund of Deposits and Consignments at the expiration of this period. These funds will be available to beneficiaries subject to the thirty-year statute of limitations for the benefit of the State.
In agreement with the AMF, Euronext published on December 19, 2019 the timetable for implementing the squeeze-out and the date of delisting of FUTUREN shares from the regulated market of Euronext Paris, i.e. December 20, 2019.
The information note relating to the Offer and approved by the AMF on December 3, 2019 under number 19-558 as well as the document concerning the information relating to the legal, financial and accounting characteristics of the Co-Initiators, filed with the AMF on December 3, 2019, are available on the AMF websites (www.amf-france.org) and EDF R (www.edf-renouvelables.com) and can be obtained free of charge from:
EDF Renewables Defense Heart, Tower B, 100, esplanade du Général de Gaulle 92932 Paris La Défense Cedex France |
EDF Energies Nouvelles Belgium Jean Easter background 4 1348 Ottignies-Louvain-la-Neuve Belgium |
Crédit Agricole Corporate and Investment Bank
12, Place desUnis
92120 Montrouge
France
The response note established by FUTUREN and approved by the AMF on December 3, 2019 under number 19-559 as well as the document concerning information relating to the legal, financial and accounting characteristics of FUTUREN, filed with the AMF on December 3, 2019. December 2019, are available on the AMF websites (www.amf-france.org) and FUTUREN (www.futuren.com) and can be obtained free of charge from:
FUTUREN
Defense Heart, Tower B
100, esplanade du Général de Gaulle
92932 Paris La Défense Cedex.
RENEWABLE EDF CONTACTS
Press Contact
Manon de Cassini-Hérail // Tel: +33 (0)1 40 90 48 22 / Email: manon.decassini-herail@edf-en.com
Contact Investors
Cedric Venot // Tel. : +33 (0)1 40 90 51 51 / Email: cedric.venot@edf-en.com
This press release has been prepared for information purposes only and is not intended for distribution in countries other than France. It does not constitute an offer to sell or purchase financial instruments or a solicitation for such an offer in any country where this type of offer or solicitation would be illegal or to anyone who such an offer could not validly be made.
The Offer is made exclusively in France and has not been subject to any formality, registration or visa outside France. Shareholders of the company FUTUREN located elsewhere than in France may only participate in the Offer to the extent that such participation is authorized by the local law to which they are subject.
Consequently, persons who come into possession of this press release must keep themselves informed of the applicable legal restrictions and respect them. Failure to comply with legal restrictions may constitute a violation of applicable securities laws and regulations in certain jurisdictions. EDF Renewables and EDF Energies Nouvelles Belgium decline all liability in the event of violation by any person of the applicable legal restrictions.