EDP moves forward with the delisting of EDP - Energias do Brasil S.A. following Tender Offer results in which EDP reached a stake of 88%
EDP moves forward with the delisting of EDP - Energias do Brasil S.A. following Tender Offer results in which EDP reached a stake of 88%
Lisbon, July 11, 2023 – Pursuant to and for the purposes of article 2 of CMVM Regulation no. 1/2023, as well as article 17 of Regulation (EU) no. 596/2014 of the European Parliament and of the Council, EDP - Energias de Portugal, S.A. ("EDP"), following the announcements made on March 2, 2023, April 11, 2023 and May 31, 2023, regarding the public offering for the acquisition of up to all the common shares issued by EDP - Energias do Brasil, S.A. ("EDP Brasil") for purposes of cancellation of its registration as a publicly held company in category A and conversion into category B and delisting from Novo Mercado of B3 S.A. – Brasil, Bolsa, Balcão ("B3", “Novo Mercado’s Delisting” and "Offer", respectively), hereby informs its shareholders and the market in general, as the controlling shareholder of EDP International Investments and Services, S.L., the offering company, the result of the Offer’s auction, held on this date (“Auction”).
As a result of the Auction, EDP acquired 185,169,240 common shares issued by EDP Brasil, which represent 31.86% of its total share capital. The shares were acquired for the price of R$ 23.73 for a total amount of R$ 4,394,066,065.20. With the financial settlement of the Auction, which will take place on July 14, 2023 ("Settlement Date"), 55,699,225 common shares issued by EDP Brasil, representing 9.58% of its total share capital, will remain outstanding. Considering the acquisition made in the Auction, EDP will hold 510,895,234 common shares issued by EDP Brasil, which represent 87.91% of its total share capital.
Having reached the quorum for the Registration Conversion set forth in art. 22, item II, of CVM Resolution No. 85, of March 31, 2022, and in item 3.4 of the Offer notice ("Offer Notice") and, consequently, the quorum for the Novo Mercado’s Delisting set forth in art. 43, item II, of B3's Novo Mercado regulations and in item 3. 5 of the Offer Notice, the necessary measures will be taken for EDP Brasil's Registration Conversion and delisting of its shares from B3, and the common shares issued by EDP Brasil will start to be traded in B3's basic segment as of July 12, 2023 until the effective Registration Conversion.
Shareholders who did not sell their shares during the Auction and wish to sell them to EDP may do so (i) by means of negotiations at B3, until the date of the effective Registration Conversion or (ii) during the period of three months following the Auction, that is, until October 11, 2023, by means of a request submitted to the Bookkeeping Agent (Itaú Corretora De Valores S.A.), subject to the procedure described in item 8.1.1 of the Offer Notice, including with respect to the date of payment.
With this result, EDP takes an important step towards achieving its strategy communicated on March 2, 2023 on Capital Markets Day, enabling the simplification of its corporate structure and providing greater flexibility in managing its integrated presence in the Brazilian market.
EDP reaffirms its commitment to keep its shareholders and the market in general duly informed of any relevant developments or resolutions in this regard, under the terms of the applicable legislation and regulations. This announcement to the market is exclusively informative in nature and does not constitute an offer or a proposal to offer the acquisition of securities.
EDP – Energias de Portugal, S.A.