EDP announces plans for a non-preemptive capital raise
EDP announces plans for a non-preemptive capital raise
Lisbon, March 2nd, 2023: Following the announcement from EDP – Energias de Portugal S.A. (“EDP”) on the intention to raise equity of ~1 billion euros to partially finance a takeover offer to acquire the shares held by the minority shareholders in EDP Energias do Brasil, S.A., the Executive Board of Directors, following the issuance of a favorable prior opinion from the General and Supervisory Board, approved the launch of an accelerated bookbuild (the “ABB”) targeting gross proceeds of ~1 billion euros, for the purposes of thereafter resolving on a capital increase (the “Capital Increase”).
The Capital Increase will depend on the successful conclusion of the ABB and is set to be approved by the Executive Board of Directors on March 3rd, 2023, without pre-emption rights, in compliance with the authorization given to the Executive Board of Directors for the latter to increase the share capital in an amount of up to 10% of EDP’s share capital, under Article 4(4) of EDP’s by-laws.
Shares of EDP in the ABB will be offered through a private placement for subscription by selected qualified and/or institutional investors. As part of the ABB, EDP entered into investment agreements (“IA”) on March 1st, 2023 with China Three Gorges (Europe), S.A., an affiliate of China Three Gorges Corporation, Lisson Grove Investment Pte. Ltd, an affiliate of GIC Pte Ltd. and a wholly owned subsidiary of the Abu Dhabi Investment Authority (“Investors”) pursuant to which the investors committed to, subject to the terms of the IA, market conditions, certain price limits and to a standard lock-up period of 90 days, subscribe in aggregate up to €0.6bn at the price determined in the ABB (the “Offer Price”).
The ABB will commence immediately after this communication. Following the completion of the ABB, EDP will determine and announce the Offer Price and the final gross proceeds, and the Executive Board of Directors will approve the Capital Increase.
After the announcement of the approval of the Capital Increase, investors are expected to be in receipt of EDP allocated shares on or around March 7th, 2023. The Investors will be entitled to all economic and voting rights inherent to the shares from that date onwards.
EDP will be subject to a lock-up of 90 days from delivery of the new shares under the Capital Increase, subject to market standard exception, as well as waiver by the Joint Global Coordinators.
BNP PARIBAS, Citigroup Global Markets Europe AG and Morgan Stanley Europe SE are acting as Joint Global Coordinators and Joint Bookrunners. N.M. Rothschild & Sons Limited is acting as Financial Adviser in relation to the Capital Increase.
EDP – Energias de Portugal, S.A.