ENGIE’s €3 Billion Equity Financing for the £15 Billion Acquisition of UK Power Networks

Cleary Gottlieb advised ENGIE SA in its share capital increase without subscription rights, by way of an accelerated bookbuilding, for an amount of approximately €3 billion.

ENGIE SA carried out a share capital increase without shareholders’ preferential subscription rights or priority subscription period, in accordance with the provisions of Article L. 411-2(1) of the French Code monétaire et financier. The new shares were offered exclusively to qualified investors (as defined in Regulation (EU) 2017/1129, as amended) in a private placement by way of an accelerated bookbuilding process.

The share capital increase launched and priced on February 27, 2026, and closed on March 3, 2026.

The new shares were issued at a price of €28 per share (including €1 of par value and €27 of share premium), representing a discount of c. 3.2% on the last closing price prior to the announcement of the launch of the share capital increase, and resulting in gross proceeds of approximately €3 billion before deduction of commissions and expenses. This share capital increase is intended to finance partially the acquisition of UK Power Networks, which was announced on February 25, 2026, and is expected to close mid-2026.

This share capital increase is one of the largest share capital increases of a French issuer in recent years, with the distinctive feature of having been executed through an accelerated bookbuilding process.

The Cleary team includes senior counsel Marie-Laurence Tibi, partner Alexis Raguet, and associate Clément Piela. Partner Frederic Martin advised on U.S. securities matters. Partner Anne-Sophie Coustel and associate Mathilde Philippe advised on French tax matters. Senior attorney Aurèle Delors advised on French public law matters.