Justice renders its decision on Tuesday in the battle which for months has pitted small shareholders of EDF against the French state and its plan to renationalize the group, due in particular to the buyback price of the shares deemed too low. During the hearing before the Paris Court of Appeal on March 23, the public prosecutor’s office had requested the rejection of the appeal filed by the rebellious small shareholders of the energy giant. The latter challenge the compliance decision issued by the Financial Markets Authority (AMF) in November, which had given the green light to the State to launch this takeover bid (takeover bid).
The complete takeover, announced last July and costing 9.7 billion euros, is strategic for the state shareholder, which already held 84% of the national electric flagship before the takeover. Its goal: to free EDF from the stock market to allow it to revive nuclear energy more quickly by financing the renewal of an aging fleet, at a time when Russian gas is lacking. The government wanted to complete everything by the end of 2022. But for months, small employee and retired shareholders of EDF have multiplied their appeals.
Main bone of contention, the price of 12 euros per share at which the State has decided to buy back from the shareholders the titles which it lacks to fully control the electrician. A price deemed too low: the complainants claim a minimum of 15 euros. At the opening of the capital in 2005, the action had been sold for 32 euros, with a 20% discount for employees at 25.60 euros. This price of 12 euros was validated by the report of an independent expert but the small shareholders believe that the company is undervalued and that it has been unfairly penalized in its revenues by a mechanism imposed by the State (Arenh ), obliging it to sell its nuclear electricity at low prices to manufacturers and alternative suppliers. And EDF had to juggle its corrosion problems in the reactors which caused its production to fall in 2022 and widened its financial losses.
Before the decision, which must be communicated directly to the parties, Martine Faure, leader of the employee shareholders of EDF, says she has “a little hope”, given the date chosen by the courts to decide, at the end of the legal deadline. “The decision to renationalize was taken in the worst year that EDF has known since its creation in 1946”, noted in particular at the hearing Florent Segalen, the lawyer for the employee and retired shareholders of EDF. “The decision of the AMF is perfectly in accordance with the regulations”, had hammered for his part the French stock market policeman represented by Patricia Choquet, recalling that the college of the AMF met “three times” to support its decision. In the end, a certain number of shareholders accepted the price proposed by the State, and on February 8, the latter held “at the provisional closing of the offer” 95.82% of the capital and 96.53% of the voting rights, Bercy hailing a “success” even if he had undertaken not to complete the operation before the end of justice.
If the judgment which will be delivered on Tuesday confirms that the takeover bid is in conformity, the State will be able to finish renationalizing. Otherwise, if the compliance decision issued in November by the AMF is canceled by the judges, the shareholders who have already tendered their shares will be able to recover them. If the State then wants to revise its offer upwards, it will pay an additional price to those who have not requested the return of their shares. The mandatory withdrawal threshold which makes it possible to renationalise EDF by forcing the remaining 4% of shareholders to sell their shares has in any case been “largely exceeded”, testifying to a “broad approval” on the price, had observed the general prosecutor’s office at the March 23 hearing.