Communiqué - Orange prices its 700 million euro, undated, 8-year
non-call, deeply subordinated fixed to reset rate notes
Press releaseParis, 7 October 2020
Not for distribution in the United States of
America
Orange prices its 700 million euro, undated, 8-year
non-call, deeply subordinated fixed to reset rate
notes
Orange S.A. successfully priced its issuance of
€700,000,000 undated 8 year non-call deeply subordinated fixed to
reset rate notes with a fixed coupon of 1.75% until the first call
date.
The new notes are scheduled to be admitted to
trading on Euronext Paris. It is also expected that rating agencies
assign the New Notes a rating of Baa3/BBB- (Moody's/ S&P) and
an equity content of 50%.
The Company launched a tender offer to partially
repurchase certain 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 €500,000,000 is
currently outstanding) (ISIN XS1115490523)
- £650,000,000 Undated 8 Year Non-Call Notes
with first call date on 7 February 2022 (ISIN XS1028597315)
- and £600,000,000 Undated 7 Year Non-Call Notes
with first call date on 1 April 2023 (ISIN XS1115502988).
The maximum acceptance amount of the Tender
Offer is expected to be equal to the principal amount of the New
Notes.
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 in particular be used to finance the partial
repurchase of the Existing Notes.
DisclaimerThis 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 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 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 paragraphs, 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.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 93Olivier
Emberger; olivier.emberger@orange.comTom 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.
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