Obligation Electricite de France (EDF) 5.875% ( FR0011700293 ) en GBP

Electricite de France (EDF)

100 % ▲

France

FR0011700293 ( en GBP )

5.875% par an ( paiement semestriel )

Perpétuelle

Prospectus brochure de l'obligation Electricite de France (EDF) FR0011700293 en GBP 5.875%, échéance Perpétuelle

100 000 GBP

750 000 000 GBP

22/07/2025 ( Dans 130 jours )

EDF est une entreprise énergétique française intégrée, active dans la production, le transport, la distribution et la vente d'électricité, ainsi que dans les énergies renouvelables et les services énergétiques.

L'Obligation émise par Electricite de France (EDF) ( France ) , en GBP, avec le code ISIN FR0011700293, paye un coupon de 5.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle

Électricité de France
A French limited liability company (société anonyme)
with a share capital of EUR 1,549,961,789.50
Registered office: 22-30, avenue de Wagram 75008 Paris
552 081 317 RCS Paris
RESULTS NOTICE
to the holders of the
GBP 750,000,000 Reset Perpetual Subordinated Notes issued on 22 January 2014
(ISIN: FR0011700293) of which GBP 750,000,000 are currently outstanding
(the "2014 GBP Notes")
issued by Électricité de France
(the "Company")
23 July 2021
The holders of the 2014 GBP Notes (hereinafter, the "Noteholders") approved, in a general meeting held on
first convocation on 21 July 2021 at 2 p.m. (Paris (France) time) at the registered office of the Company
located at 22-30, avenue de Wagram, 75008 Paris, France (the "Meeting"), the resolution set out in the
convening notice dated 6 July 2021 (the "Amendments"). The Amendments have taken effect on 21 July
2021.
The amended Specific Terms and Conditions of the 2014 GBP Notes reflecting the Amendments are
available on the website of the Company (www.edf.com) and attached to this results notice for information.
Unless the context otherwise requires, terms and expressions used but not defined herein have the respective
meanings given to them in the terms and conditions of the 2014 GBP Notes contained in the terms and
conditions of the notes set forth in the base prospectus dated 17 June 2013 as completed by the Final Terms
dated 20 January 2014 to which the Specific Terms and Conditions of the 2014 GBP Notes are attached.

ANNEX
AMENDED SPECIFIC TERMS AND CONDITIONS OF THE 2014 GBP NOTES

GBP 15 YEAR NON-CALL SPECIFIC TERMS AND CONDITIONS as amended and restated following
consultation of holders of GBP 15 Year Non-Call Notes
GBP 15 YEAR NON-CALL SPECIFIC TERMS AND CONDITIONS

Électricité de France
Issue of GBP 750,000,000 Reset Perpetual Subordinated Notes (the "GBP 15 Year Non-Call Notes")
under the Euro 30,000,000,000 Euro Medium Term Note Programme
of Électricité de France

1.
Issuer:
Électricité de France

2.
(i)
Series Number:
25

(ii)
Tranche Number:
1

3.
Specified Currency or
Sterling ("GBP")

Currencies:
4.
Aggregate Nominal
GBP 750,000,000

Amount:
5.
Issue Price:
98.775 per cent. of the Aggregate Nominal Amount

6.
Specified Denominations:
GBP 100,000 (the "Nominal Amount")

(Condition 1 (b))
7.
(i)
Issue Date:
22 January 2014

(ii)
Interest
Issue Date

Commencement
Date:
8.
Maturity Date:
No fixed Maturity Date

9.
Interest Basis:
5.875 per cent. Fixed Rate until the First GBP Reset Date (as
defined in the Schedule), thereafter GBP Reset Rate, as set out
in the Schedule.

10. Redemption/Payment Basis: Redemption at par

11. Change of Interest Basis:
As set out in the Schedule.

12. Put/Call Options:
Issuer Call, as set out in the Schedule.

13. (i)
Status of the GBP
Deeply Subordinated, as set out in the Schedule.

15 Year Non-Call

Notes:

GBP 15 YEAR NON-CALL SPECIFIC TERMS AND CONDITIONS as amended and restated following
consultation of holders of GBP 15 Year Non-Call Notes

(ii)
Date of corporate
Resolution of the Board of Directors of the Issuer dated 17
authorisations for
December 2013, and decision of Henri Proglio, Président-
issuance of Notes
Directeur Général, to issue the GBP 15 Year Non-Call Notes
obtained:
dated 15 January 2014
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

14. Fixed Rate Note Provisions
Applicable until, but excluding, the First GBP Reset Date (as
defined in the Schedule). From and including the First GBP
Reset Date, the Rate of Interest shall be calculated as set out in
the Schedule.

(i)
Rate of Interest:
5.875 per cent. per annum until, but excluding, the First GBP
Reset Date, payable semi-annually in arrear. From and
including the First GBP Reset Date, the Rate of Interest shall
be calculated as set out in the Schedule.

(ii)
GBP Interest
22 January and 22 July in each year from and including 22 July
Payment Dates:
2014, subject as set out in the Schedule in relation to Interest
Deferral.

(iii)
Fixed Coupon
GBP 2,937.5 per GBP 100,000 Specified Denomination until
Amount:
the First GBP Reset Date. From and including the First GBP
Reset Date, the Interest Amount shall be calculated as set out in
the Schedule.

(iv)
Broken Amounts:
Not Applicable

(v)
Day Count
Actual/Actual ICMA

Fraction:

(vi)
Determination
Not Applicable

Dates:

(vii)
Other terms relating As set out in the Schedule

to the method of
calculating interest
for Fixed Rate
Notes:
15. Floating Rate Note
Not Applicable

Provisions

16. Zero Coupon Note
Not Applicable

Provisions

PROVISIONS RELATING TO REDEMPTION

17. Call Option
Applicable as set out in the Schedule

18. Put Option
Not Applicable

19. Final Redemption Amount
Not Applicable

of each Note
20. Make-Whole Redemption
Not Applicable

by the Issuer

GBP 15 YEAR NON-CALL SPECIFIC TERMS AND CONDITIONS as amended and restated following
consultation of holders of GBP 15 Year Non-Call Notes
21. Early Redemption Amount
As set out in the Schedule

Early Redemption Amounts As set out in the Schedule, except that there shall be no Events
of each Note payable on of Default (as defined in the Conditions) in relation to the GBP
redemption for taxation 15 Year Non-Call Notes. See item 32 below.
reasons or on event of default
or other early redemption
and/or the method of
calculating the same (if
required or if different from
that set out in the
Conditions):
GENERAL PROVISIONS APPLICABLE TO THE GBP 15 YEAR NON-CALL NOTES

22. Form of Notes:
Dematerialised Notes

(i)
Form of
Bearer dematerialised form (au porteur)

Dematerialised
Notes:

(ii)
Registration Agent: Not Applicable

(iii)
Temporary Global
Not Applicable

Certificate:

(iv)
Applicable TEFRA Not Applicable

exemption (or
successor
exemption as
contemplated by
Notice 2012-20):
23. Financial Centres:
London

24. Talons for future Coupons or Not Applicable

Receipts to be attached to
Definitive Notes (and dates
on which such Talons
mature):
25. Redenomination,
Not Applicable

renominalisation
and
reconventioning provisions:
26. Consolidation provisions:
Not Applicable

27. Masse (Condition 11):
Applicable

Initial Representative:
MASSQUOTE S.A.S.U.
RCS 529 065 880 Nanterre
7bis rue de Neuilly
F-92110 Clichy
Mailing address :
33, rue Anna Jacquin
92100 Boulogne Billancourt
France

GBP 15 YEAR NON-CALL SPECIFIC TERMS AND CONDITIONS as amended and restated following
consultation of holders of GBP 15 Year Non-Call Notes
Represented by its Chairman
Alternative Representative:
Gilbert Labachotte
8 Boulevard Jourdan
75014 Paris
The Representative will receive a remuneration of EUR 600
per annum.
28. Other final terms:
As set out in the Schedule.

In addition, there shall be no Events of Default (as defined in
the Conditions) in relation to the GBP 15 Year Non-Call Notes,
and Condition 9 of the General Terms and Conditions shall
therefore not apply to the GBP 15 Year Non-Call Notes.
However, each GBP 15 Year Non-Call Note shall become
immediately due and payable at its Specified Denomination,
together with accrued interest thereon, if any, up to the date of
payment, and together with any Arrears of Interest (including
any Additional Interest Amounts thereon) (each as defined in
the Schedule) in the event that a judgment is made by a
competent court for the judicial liquidation of the Issuer
(liquidation judiciaire) or for the sale of the whole of the
business (cession totale de l'entreprise) following an order of
judicial reorganisation (redressement judiciaire) in respect of
the Issuer or in the event of the liquidation of the Issuer for any
other reason.
DISTRIBUTION

29. (i)
Method of
Syndicated

distribution:

(ii)
If syndicated,
Global Coordinators and Joint Bookrunners

names of Managers: Citigroup Global Markets Limited
Credit Suisse Securities (Europe) Limited
Société Générale
Joint Bookrunners
HSBC Bank plc
Lloyds Bank plc
The Royal Bank of Scotland plc
Banco Santander, S.A.
Passive Bookrunners
Banca IMI S.p.A.
Natixis
SMBC Nikko Capital Markets Limited

(iii)
Stabilising
Société Générale

Manager(s) (if any):
30. If non-syndicated, name and Not Applicable

address of Dealer:
31. U.S. Selling Restrictions Reg. S Category 2; TEFRA not applicable

(Categories of potential

GBP 15 YEAR NON-CALL SPECIFIC TERMS AND CONDITIONS as amended and restated following
consultation of holders of GBP 15 Year Non-Call Notes
investors to which the Notes
are offered):
32. Non Exempt Offer:
Not Applicable

33. The aggregate principal Not Applicable

amount of Notes issued has
been translated into Euro at
the rate of GBP 1:Euro [·]
producing a sum of:

GBP 15 YEAR NON-CALL SPECIFIC TERMS AND CONDITIONS as amended and restated following
consultation of holders of GBP 15 Year Non-Call Notes
SCHEDULE TO THE GBP 15 YEAR NON-CALL SPECIFIC TERMS AND
CONDITIONS
1.
Status of the GBP 15 Year Non-Call Notes and the Negative Pledge
This Clause 1 supersedes and replaces Condition 3 (Status of the Notes) and Condition 4 (Negative Pledge)
of the General Terms and Conditions.
1.1
Deeply Subordinated Notes
The GBP 15 Year Non-Call Notes are deeply subordinated notes ("Deeply Subordinated Notes") issued
pursuant to the provisions of Article L.228-97 of the French Code de commerce. The principal and interest
on the GBP 15 Year Non-Call Notes constitute direct, unconditional, unsecured and deeply subordinated
obligations (titres subordonnés de dernier rang) of the Issuer and rank and will rank:
-
subordinated to present and future prêts participatifs, Ordinary Subordinated Obligations
and Unsubordinated Obligations of the Issuer;
-
pari passu among themselves and pari passu with all other present and future deeply
subordinated obligations of the Issuer; and
-
senior only to the Equity Securities of the Issuer.
1.2
Payment on the GBP 15 Year Non-Call Notes in the event of the liquidation of the Issuer
If any judgment is rendered by any competent court declaring the judicial liquidation of the Issuer
(liquidation judiciaire) or for the sale of the whole of the business (cession totale de l'entreprise) following
an order of judicial reorganisation (redressement judiciaire) in respect of the Issuer or in the event of the
liquidation of the Issuer for any other reason, the payments of the creditors of the Issuer shall be made in
the order of priority set out below (in each case subject to the payment in full of priority creditors) and no
payment of principal and interest (including any outstanding Arrears of Interest and/or Additional Interest
Amount) on the GBP 15 Year Non-Call Notes may be made until all holders of other indebtedness (other
than Parity Securities) have been paid in full.
In the event of liquidation of the Issuer, the GBP 15 Year Non-Call Notes shall rank in priority only to any
payments to holders of Equity Securities. In the event of incomplete payment of unsubordinated creditors,
the obligations of the Issuer in connection with the GBP 15 Year Non-Call Notes shall be terminated.
1.3
Negative Pledge
There will be no negative pledge in respect of the GBP 15 Year Non-Call Notes.
2.
Interest
2.1
Rate of Interest and Interest Amount
(i)
From and including the Interest Commencement Date to but excluding the First GBP Reset Date,
the Rate of Interest for each Note shall be 5.875 per cent. per annum, payable semi-annually in
arrear on each GBP Interest Payment Date up to, and including, the First GBP Reset Date. The
Fixed Coupon Amount payable in respect of each GBP 15 Year Non-Call Note on each GBP
Interest Payment Date up to and including the First GBP Reset Date shall be GBP 2,937.5 per GBP
100,000 Specified Denomination.
(ii)
From and including the First GBP Reset Date, the Rate of Interest for each GBP 15 Year Non-Call
Note for each Relevant GBP Fifteen Year Period shall be the aggregate of (i) a reset rate equal to
the Relevant GBP Fifteen Year Reset Rate plus, (ii) the Relevant GBP Margin per annum and (iii)
the applicable Reset Rate of Interest Adjustment for such Relevant GBP Fifteen Year Period,
payable semi-annually in arrear on each GBP Interest Payment Date from and including 22 July
2029.
For the purposes of sub-paragraph (ii) above, the Interest Amount payable in respect of each GBP
15 Year Non-Call Note on each GBP Interest Payment Date following the First GBP Reset Date

GBP 15 YEAR NON-CALL SPECIFIC TERMS AND CONDITIONS as amended and restated following
consultation of holders of GBP 15 Year Non-Call Notes
shall be calculated by multiplying the product of the applicable GBP Reset Rate and the Specified
Denomination of such GBP 15 Year Non-Call Note by the Day Count Fraction and rounding the
resulting figure to the nearest cent (half a cent being rounded upwards).
2.22.2 Discontinuation of Relevant GBP Fifteen Year Reset Rate
Notwithstanding anything to the contrary in these Conditions, if the Issuer or the Calculation Agent
determines at any time that a Benchmark Transition Event has occurred in relation to the Relevant
GBP Fifteen Year Reset Rate or any component thereof (including SONIA), the Issuer will as soon
as reasonably practicable (and prior to the next Reset Rate Determination Date, if practicable),
upon no less than five (5) Business Days prior notice to the Calculation Agent and the Fiscal Agent,
appoint an agent (the "Swap Rate Determination Agent"), which will determine, acting in good
faith and in a commercially reasonable manner and as an independent expert in the performance
of its duties, whether a substitute or successor mid-swap rate substantially comparable to the
Relevant GBP Fifteen Year Reset Rate is available.
For these purposes, a substitute or successor mid-swap rate will be considered "substantially
comparable" to the Relevant GBP Fifteen Year Reset Rate if it includes (i) a fifteen-year fixed leg
and (ii) a floating leg determined on the basis of (x) SONIA or, (y) if the discontinuation of the
Relevant GBP Fifteen Year Reset Rate results from a Benchmark Transition Event in relation to
SONIA, a successor rate to SONIA that is formally recommended or mandated by (in the fol owing
order of priority) (1) the Bank of England, (2) any working group or committee sponsored by,
chaired or co-chaired by or constituted at the request of the Bank of England, (3) the Financial
Stability Board or any part thereof, or (4) the European Commission or any authority to which the
European Commission delegates the power to determine a successor to SONIA.
If the Swap Rate Determination Agent has determined a substitute or successor rate in accordance
with the foregoing (such rate, the "Replacement Swap Rate"), for purposes of determining the
Relevant GBP Fifteen Year Reset Rate on each Reset Rate Determination Date falling on or after
such determination, (i) the Swap Rate Determination Agent will also determine changes (if any)
to the business day convention, the definition of business day, the Reset Rate Determination Date,
the day count fraction and any method for obtaining the Replacement Swap Rate, including any
adjustment factor needed to make such Replacement Swap Rate comparable to the Relevant GBP
Fifteen Year Reset Rate (including any Adjustment Spread), in each case in a manner that is
consistent with industry-accepted practices for such Replacement Swap Rate, (ii) references to the
Relevant GBP Fifteen Year Reset Rate (or the relevant component thereof) in these Conditions
will be deemed to be references to the Replacement Swap Rate (incorporating such replacement
component, if applicable), including any alternative method for determining such rate as described
in (i) above, (iii) the Swap Rate Determination Agent will notify the Issuer of the foregoing as
soon as reasonably practicable and (iv) the Issuer will give a notice as soon as reasonably
practicable to the Noteholders (in accordance with Condition 15 (Notices)) the Calculation Agent,
the Paying Agents and the Fiscal Agent specifying the Replacement Swap Rate and the details
described in (i) above.
The determination of the Replacement Swap Rate and the other matters referred to above by the
Swap Rate Determination Agent will (in the absence of manifest error) be final and binding on the
Issuer, the Calculation Agent, the Paying Agents, the Fiscal Agent and the Noteholders, unless the
Swap Rate Determination Agent, acting in good faith, in a commercially reasonable manner and
as an independent expert in the performance of its duties, considers at a later date that the
Replacement Swap Rate is no longer substantially comparable to the Relevant GBP Fifteen Year
Reset Rate or does not constitute an industry accepted successor rate, in which case the Issuer shall
re-appoint a Swap Rate Determination Agent (which may or may not be the same entity as the
original Swap Rate Determination Agent) for the purpose of confirming the Replacement Swap
Rate or determining a substitute or successor mid-swap rate in an identical manner as described in
this Clause 2.2. If such Swap Rate Determination Agent is unable to or otherwise does not
determine a substitute or successor swap rate, then the Replacement Swap Rate will remain
unchanged.
Each Noteholder shall be deemed to have accepted the Replacement Swap Rate or such other
changes pursuant to this Clause 2.2.

GBP 15 YEAR NON-CALL SPECIFIC TERMS AND CONDITIONS as amended and restated following
consultation of holders of GBP 15 Year Non-Call Notes
Notwithstanding any other provision of this Clause 2.2, if (i) the Issuer is unable to appoint a Swap
Rate Determination Agent, (ii) the Swap Rate Determination Agent is unable to or otherwise does
not determine for any Reset Rate Determination Date a Replacement Swap Rate, no Replacement
Swap Rate will be adopted and the Relevant GBP Fifteen Year Reset Rate for the Relevant GBP
Fifteen-Year Period will be equal to the last Relevant GBP Fifteen Year Reset Rate available on
the Relevant Screen Page as determined by the Calculation Agent. The Swap Rate Determination
Agent shall be a leading bank, a broker-dealer or a benchmark agent in the GBP market as
appointed by the Issuer.
An "Adjustment Spread" means either a spread (which may be positive or negative), or the
formula or the methodology for calculating a spread, in either case, which the Swap Rate
Determination Agent determines and which will be applied (if required) to the Replacement Swap
Rate to reduce or eliminate, to the extent reasonably practicable in the circumstances, any
economic prejudice or benefit (as applicable) to Noteholders as a result of the replacement of the
Relevant GBP Fifteen Year Reset Rate with the Replacement Swap Rate and is the spread, formula
or methodology which is formally recommended or formally recommended as an option for parties
to adopt by the International Swaps and Derivatives Association Inc., or is in customary market
usage in the international debt capital markets for transactions which reference the Relevant GBP
Fifteen Year Reset Rate, or if no such recommendation or option has been made or made available
and no such customary market usage is recognized or acknowledged, that the Swap Rate
Determination Agent, acting in good faith and in a commercially reasonable manner and as
independent expert in the performance of its duty, determines to be appropriate.
A "Benchmark Transition Event" means any of the following:
(i)
a public statement or publication of information by or on behalf of the administrator of
the Relevant GBP Fifteen Year Reset Rate announcing that it has ceased or will cease to
provide the Relevant GBP Fifteen Year Reset Rate permanently or indefinitely, provided
that, at that time, there is no successor administrator that will continue to provide the
Relevant GBP Fifteen Year Reset Rate; or
(ii)
a public statement or publication of information by the regulatory supervisor for the
administrator of the Relevant GBP Fifteen Year Reset Rate, the Bank of England, an
insolvency official with jurisdiction over the administrator for the Relevant GBP Fifteen
Year Reset Rate, a resolution authority with jurisdiction over the administrator for the
Relevant GBP Fifteen Year Reset Rate or a court or an entity with similar insolvency or
resolution authority over the administrator for the Relevant GBP Fifteen Year Reset Rate,
which states that the administrator of the Relevant GBP Fifteen Year Reset Rate has
ceased or will cease to provide the Relevant GBP Fifteen Year Reset Rate permanently
or indefinitely, provided that, at that time, there is no successor administrator that will
continue to provide the Relevant GBP Fifteen Year Reset Rate, or
(iii)
a public statement or publication of information by the regulatory supervisor for the
administrator of the Relevant GBP Fifteen Year Reset Rate announcing that the Relevant
GBP Fifteen Year Reset Rate (a) is no longer representative, (b) has been or will be
prohibited from being used or (c) has been or will be subject to restrictions or adverse
consequences with respect to its use (generally or with respect to securities such as the
GBP 15 Year Non-Call Notes), or
(iv)
it has or will become unlawful for the Issuer or the Calculation Agent to calculate any
payment due to be made to any Noteholder using the Relevant GBP Fifteen Year Reset
Rate; or
(v)
any of the foregoing events listed in (i) through (iv) occurs in respect of a component of
the Relevant GBP Fifteen Year Reset Rate (including SONIA), except that references to
the administrator of the 5 Relevant GBP Fifteen Year Reset Rate shall instead be
references to the administrator of the relevant component.
In the case of a Benchmark Transition Event referred to in paragraph (i) or (ii) above (or the
analogous event in respect of paragraph (v)), the Replacement Swap Rate shall replace the
Relevant GBP Fifteen Year Reset Rate on the date of the cessation of publication of the Relevant