On 15 November 2007, in accordance with the provisions of Decree-Law no 382/2007, of 5 November, Parpública – Participações Públicas (SGPS), S.A. approved the issue of a bond exchangeable into existing EDP shares. The issue was placed with institutional domestic and international investors, in accordance with the provisions of the Council of Ministers Decision 176-A, of 3 December 2007.
The aggregate principal amount of the Bonds was € 1,015,150,000. The Bonds bore interest at the rate of 3.25% per annum payable annually in arrear, and the initial exchange price in respect of the Bonds was €6.70. The shares underlying the Bonds were 151,517,000 shares of EDP, representing approximately 4.144% of EDP's share capital.
The Bondholders had the right, at any time from 18 December 2013 up to 11 December 2014, to exchange their Bonds for Shares, subject to the right of Parpública to redeem such Bonds for cash by reference to the market value of the underlying Shares in lieu of delivering Shares.
The Bondholders had the right to require Parpública to redeem their Bonds at their principal amount on 18 December 2012. The maturity date of the Bonds was 18 December 2014.
In accordance with the general terms and conditions of the Bonds issue, on December 18, 2012 Parpública decided to proceed with the early redemption of the exchangeable bonds.
On 10 January 2013, Parpública announced its decision to proceed with the full early redemption of the exchangeable bonds that were not covered by the option of an early redemption by the holders (put option), by virtue of the fact that the option, liquidated on 18 December 2013, covered bonds representing more than 90% of the aggregate nominal value of the issue.
On 11 February 2013, Parpública payed the correspondent early full redemption of the alluded exchangeable bonds, along with the correspondent accrued interests. In this way, Parpública maintained its 4.144% of EDP's share capital inherent to this operation.
Facing the Government decision to alienate the totality of the minority participations held in EDP's share capital, the concrete conditions for Parpública to dilute the 4.44% of EDP's share capital were determined, in accordance with the provisions of article no 1 of Decree-Law no 382/2007, of 15 November.
In this context, the Portuguese Government approved the Council of Ministers Decision no 93/2012, of 12 November, which defined the conditions for the sale of the shares through a process of accelerated bookbuilding, addressed exclusively to institutional investors.
On 14 February 2013, Parpública announced the conclusion of the placement of 151,517,000 shares, representative of 4.144% of EDP's share capital at a price of €2.35 per share. The settlement of the offering occurred on 19 February 2013.