Communiqué: Orange announces the results of its tender offer to
repurchase its Non-Call Deeply Subordinated Fixed to Reset Rate
Notes
Press releaseParis, 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 Noteswith
first call date on 1 October 2021(ISIN
XS1115490523)
and/or
£650,000,000 Undated 8 Year Non-Call
Deeply Subordinated Fixed to Reset Rate Noteswith
first call date on 7 February 2022(ISIN
XS1028597315)
and/or
£600,000,000 Undated 8.5 Year Non-Call
Deeply Subordinated Fixed to Reset Rate Notes with first call date
on 1 April 2023(ISIN XS1115502988)
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.
Disclaimer
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.
United States
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.
About Orange
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).For more information on
the internet and on your mobile: www.orange.com,
www.orange-business.com or to follow us on
Twitter: @orangegrouppr and @orange.Orange and any
other Orange product or service names included in this material are
trademarks of Orange or Orange Brand Services Limited.
Press contacts: +33 1 44 44 93 93Tom Wright;
tom.wright@orange.com
CAUTION: NOT FOR DISTRIBUTION IN THE UNITED
STATESThis 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.
- EUO2-#2000610837-v7 Orange 2020 - Tender Results - PR -
ENG
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