5th Privatisation Phase/Share Capital Increase

investors

5th Privatisation Phase/Share Capital Increase

The Company's fifth privatisation phase, at the end of 2004, was approved by Decreto-Lei nº 218-A/2004, de 25 de Outubro and consisted of a share capital increase to finance the acquisition of an additional participation in HidroCantábrico, and a Direct Sale. The terms and conditions of the offering were established by the Resoluções do Conselho de Ministros nº 165/2004 e nº 166/2004, namely the definition of the formula for the calculation of the Direct Sale, and by which the number of shares to be sold was set at 205,274,906 - shares that were sold by the Portuguese State, through EDP, to Cajastur.

With this operation, the Portuguese State Shareholding in EDP (direct and indirect) was reduced to approximately 25.3%. 

On 29 July 2004 EDP had announced it's intention to reinforce its shareholder position in HidroCantábrico to 95.7% through the acquisition of an additional participation of 56.2%, for a total consideration of EUR 1.2 billion, to be financed by a fully subscribed capital increase at EDP.

The transaction was communicated to the European Commission and the Directorate General for Competition announced its decision of non-opposition to the operation on 9 September 2004. 

On 4 November 2004, as a result of the authorisation approved by the Extraordinary General Meeting, held on 7 October 2004, EDP?s Board of Directors decided on the terms of the share capital increase, through a public offering of shares, reserved to shareholders, of 656,537,715 new shares with a nominal value of EUR 1 each, at a unit price of EUR 1.84. The conversion factor used for the new shares was established at 0.22 or, in other words, each group of 50 shares allowed for the acquisition of 11 new shares at a purchase unit price of EUR 1.84. 

Main dates of the Public Offering of Shares:

Start of ex-rights shares transactions: 9 November 2004
Subscription period: 12 to 25 November 2004
Rights negotiation period: 12 to 19 November 2004
Listing of the new shares: 7 December 2004

The public offering of EDP's share capital increase was fully subscribed through the exercise of the rights and by additional demand for surplus shares. The total number of share purchased through the exercise of subscription rights amounted to 624,365,827, and an addition demand of 842,720,313 shares was registered. As such, the total demand amounted to 1,467,086,140 shares, equivalent to 2.23 times the total amount of shares offered. 

As a result of this operation, the Portuguese State's shareholding (direct and indirect) was reduced to approximately 25.3%.