Paris, 14 October 2020
Not for distribution in the United States of America
ORANGE announces the results of its tender offer to repurchase its
€1,000,000,000 Undated 7 Year Non-Call Deeply Subordinated Fixed to Reset Rate Notes
with first call date on 1 October 2021
£650,000,000 Undated 8 Year Non-Call Deeply Subordinated Fixed to Reset Rate Notes
with first call date on 7 February 2022
£600,000,000 Undated 8.5 Year Non-Call Deeply Subordinated Fixed to Reset Rate Notes with first call date on 1 April 2023
ORANGE S.A. (the Company) is pleased to announce:
the signing of its issuance of €700,000,000 undated 8 year non-call deeply subordinated fixed to reset rate notes (the New Notes) with a fixed coupon of 1.750% until the first call date; and
the results of its tender offer (the Tender Offer) to partially repurchase part of three series of its outstanding undated deeply subordinated fixed to reset rate notes: €1,000,000,000 Undated 7 Year Non-Call Notes with first call date on 1 October 2021 (of which €500,001,000 is currently outstanding) (ISIN XS1115490523) (the 2021 Notes), £650,000,000 Undated 8 Year Non-Call Notes with first call date on 7 February 2022 (ISIN XS1028597315) (the 2022 Notes) and £600,000,000 Undated 8.5 Year Non-Call Notes with first call date on 1 April 2023 (ISIN XS1115502988) (the 2023 Notes, together with the 2021 Notes and 2022 Notes, the Existing Notes).
Following the end of the Tender Offer period, the Company is pleased to announce the pricing and acceptance of the Tender Offer as follows:
- in respect of the 2021 Notes:
(a) the aggregate principal amount validly tendered is €381,627,000;
(b) the 2021 Notes Series Acceptance Amount is €381,627,000;
(c) the 2021 Notes Tender Price is 104.047%;
(d) the remaining outstanding principal amount of the 2021 Notes following the settlement of the Tender Offer will be €118,374,000;
in respect of the 2022 Notes:
(a) the aggregate principal amount validly tendered is £222,898,000;
(b) the 2022 Notes Series Acceptance Amount is £222,898,000;
(c) the 2022 Notes Tender Price is 105.978%;
(d) the remaining outstanding principal amount of the 2022 Notes following the settlement of the Tender Offer will be £427,102,000;
in respect of the 2023 Notes:
(a) the aggregate principal amount validly tendered is £218,400,000;
(b) the 2023 Notes Series Acceptance Amount is £39,122,000;
(c) the Tender Pro-Rating Factor in respect of the 2023 Notes is 20.416%;
(d) the 2023 Notes Tender Price is 110.098%;
(f) the remaining outstanding principal amount of the 2023 Notes following the settlement of the Tender Offer will be £560,878,000.
The exchange rate in respect of the Euro equivalent of the nominal amount of the 2022 Notes and 2023 Notes accepted for tender is 1.0994.
The purpose of the Tender Offer and the issuance of New Notes is, amongst other things, to proactively manage the Company's hybrid portfolio. The funds resulting from the issuance of the New Notes will be used to finance the partial repurchase of the Existing Notes. The aggregate size of the Company's stock of hybrid notes will remain unchanged.
The Autorité des marchés financiers granted approval number 20-509 on 13 October 2020 on the prospectus relating to the New Notes. The New Notes will be issued on 15 October 2020. The settlement of the Tender Offer is scheduled on 15 October 2020.
This announcement does not constitute an invitation to participate in the Tender Offer or the issuance of New Notes in or from any jurisdiction in or from which, or to or from any person to or from whom, it is unlawful to make such invitation under applicable securities laws. The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, any such restrictions.
Tenders of Existing Notes for purchase pursuant to the Tender Offer will not be accepted from qualifying holders in any circumstances in which such offer or solicitation is unlawful. The Company does not make any recommendation as to whether or not qualifying holders should participate in the Tender Offer.
Securities may not be offered or sold in the United States absent registration under, or an exemption from the registration requirements of, the Securities Act. The New Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, any U.S. Person.
This Tender Offer is not being made and will not be made directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, email and other forms of electronic transmission) of interstate or foreign commerce of, or any facility of a national securities exchange of, the United States or to U.S. Persons as defined in Regulation S of the U.S. Securities Act of 1933, as amended (the Securities Act) (each a U.S. Person) and the Existing Notes may not be tendered in the Tender Offer by any such use, means, instrumentality or facility from or within the United States, by persons located or resident in the United States of America (“U.S. holders” within the meaning of Rule 800(h) under the Securities Act). Accordingly, any documents or materials related to this Tender Offer are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any such person. Any purported tender instruction in response to this Tender Offer resulting directly or indirectly from a violation of these restrictions will be invalid, and tender instructions made by a person located or resident in the United States of America or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will not be accepted.
For the purposes of the above paragraph, United States means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.
Orange is one of the world’s leading telecommunications operators with sales of 42 billion euros in 2019 and 143,000 employees worldwide at 30 June 2020, including 84,000 employees in France. The Group has a total customer base of 253 million customers worldwide at 30 June 2020, including 208 million mobile customers and 21million fixed broadband customers. The Group is present in 26 countries. Orange is also a leading provider of global IT and telecommunication services to multinational companies, under the brand Orange Business Services. In December 2019, the Group presented its new "Engage 2025" strategic plan, which, guided by social and environmental accountability, aims to reinvent its operator model. While accelerating in growth areas and placing data and AI at the heart of its innovation model, the Group will be an attractive and responsible employer, adapted to emerging professions.
Orange is listed on Euronext Paris (symbol ORA) and on the New York Stock Exchange (symbol ORAN).
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Orange and any other Orange product or service names included in this material are trademarks of Orange or Orange Brand Services Limited.
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CAUTION: NOT FOR DISTRIBUTION IN THE UNITED STATES
This press release, of a purely informative nature, is not and cannot in any way be construed as an offering to sell any securities, or as a solicitation of any offer to buy securities, in any jurisdiction, including the United States, Japan, Australia, Canada and the United Kingdom. The securities mentioned in this press release have not been and will not be registered pursuant to the US Securities Act of 1933, as modified. They cannot be offered or sold in the United States absent registration or an exemption from registration. No public offer of these securities has been or will be made in the United States or elsewhere.