Edf

EDF announces the success of its hybrid notes issue for a nominal amount of $1.5 billion and the ongoing tender offer to purchase notes for cash announced on 6 June 2023 - Seite 2

This press release must be read in conjunction with the documentation relating to the Offer (the “Offer to Purchase”). Tenders of notes for purchase in the Offer (the “Notes”) will not be accepted from qualifying holders in any circumstances in which such offer or solicitation is unlawful. EDF does not make any recommendation as to whether or not qualifying holders should participate in the Offer. This press release and the Offer to Purchase contain important information which should be read carefully before any decision is made with respect to the New Notes or the Offer. If any holder of the Notes has any doubt as to the contents of the Offer to Purchase, or the action it should take, it is recommended to seek its own financial advice, including in respect of any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.

Neither this press release nor the Offer to Purchase constitute an offer to sell or the solicitation of an offer to buy securities, and shall not constitute an offer, solicitation or sale, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction. The New Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States of America absent registration under, or pursuant to an applicable exemption from, the registration requirements of the U.S. Securities Act of 1933, as amended and in compliance with any relevant state securities laws. There will be no public offer of the New Notes in the United States

EDF has not authorized any offer of New Notes to retail investors in any member state of the European Economic Area (a “Member State”). No action has been undertaken or will be undertaken to make an offer of New Notes to retail investors requiring publication of a prospectus in any Member State. As a result, the New Notes may only be offered in Member States (i) to any legal entity that is a qualified investor as defined in the Prospectus Regulation or (ii) in any other circumstances falling within Article 1(4) of the Prospectus Regulation. For the purpose of this paragraph, the expression an “offer” means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable the investor to decide to exercise, purchase or subscribe for the Securities, the expression “Prospectus Regulation” means Regulation (EU) No 2017/1129, as amended, and the expression “retail investor” means a person who is one (or more) of the following: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended (“MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation.