the takeover of 100% of the capital by the State suspended by a court decision

The case could have passed like a letter in the mail. However, it is clear that it takes longer than expected. The takeover by the State of 100% of the capital of EDF (compared to 84% before the State launched its operation), for 9.7 billion euros was announced in July 2022 by the Prime Minister, Elisabeth Borne, then launched on November 24. The operation, which should give the State a free hand to implement its nuclear revival policy, should have been concluded during the autumn, then at the end of December. But that was reckoning without the revolt of small shareholders, who have multiplied the appeals in recent months.

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At the end of one of them, on December 7, 2022, the Autorité des marchés financiers decided to postpone this deadline indefinitely, “pending the decision of the Paris Court of Appeal on the request for a stay” demanded by these minorities. The latter complain that the company was, in the expert report, undervalued, and consider the takeover price of 12 euros per share insufficient.

A more tense context than the State had no doubt imagined, even if, on Friday January 20, the latter won a round, managing, in a few weeks since the appeals, to buy back enough shares to now hold 90 % of the capital and voting rights of the electrician on a diluted basis. A decisive threshold, which allows him to force the last diehards to sell their shares to him, and this, before the compulsory withdrawal of EDF shares from the Paris market is initiated.

“It must pass by law”

Once this step has been completed, the State will only be able to finalize its offer through this compulsory withdrawal if it has obtained a favorable court decision. “We asked that the compulsory withdrawal from the Stock Exchange not be possible before the judgment on the merits of the Court of Appeal, which will rule no later than May 2, details Colette Neuville, president of the Association for the Defense of Minority Shareholders.

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On January 25, a hearing will be held to consider this stay. While a second is scheduled for the merits, March 23, the date on which the court will say when it will render its judgment. “The mandatory withdrawal would take place no earlier than April 15 and no later than early May, everything will depend on the date of the shutdown”, continues Colette Neuville.

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The soap opera is therefore not over. Especially since the subject could return to the forefront of the political scene. With the examination, on February 9, in the National Assembly, of a socialist bill which advocates “a real nationalization” of EDF, by making its capital non-transferable. “The idea is for Parliament to regain control,” indicates Philippe Brun, the socialist deputy at the origin of this initiative. “If the State wants to separate EDF’s activities, it must go through the law”, he insists. In his view, the exit of the group from the rating could prefigure its future dismantling. What the government continues to refute.

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