Communiqué Orange - Orange announces the completion of its hybrid refinancing transaction
12 Abril 2019 - 10:35AM
Communiqué Orange - Orange announces the completion of its hybrid
refinancing transaction
Press releaseParis, 12 April 2019
Not for distribution in the United States of
America
Orange announces the completion of its
hybrid refinancing transaction
Orange S.A. (the Company) is
pleased to announce:
- the signing of its issuance of €1,000,000,000 undated 6 year
non-call deeply subordinated fixed to reset rate notes (the
New Notes) with a fixed coupon of 2.375% until the
first call date; and
- the results of its tender offer (the Tender
Offer) to partially repurchase certain of its outstanding
hybrid notes (€1,000,000,000 Undated 6 Year Non-Call Deeply
Subordinated Fixed to Reset Rate Notes with first call date on 7
February 2020 (ISIN XS1028600473) (the 2020
Notes), €1,000,000,000 Undated 7 Year Non-Call Deeply
Subordinated Fixed to Reset Rate Notes with first call date on 1
October 2021 (ISIN XS1115490523) (the 2021 Notes)
and £650,000,000 Undated 8 Year Non-Call Deeply Subordinated Fixed
to Reset Rate Notes with first call date on 7 February 2022 (ISIN
XS1028597315) (the 2022 Notes, together with the
2020 Notes and 2021 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 2020 Notes:
(a) the
aggregate principal amount validly tendered is
€692,299,000;(b) the 2020
Notes Series Acceptance Amount is
€499,999,000;(c) the
Tender Pro-Rating Factor in respect of the 2020 Notes is 70.702%;
(d) the 2020 Notes Tender
Price is 103.598%; (e)
the remaining outstanding principal amount of the 2020 Notes
following the settlement of the Tender Offer will be €500,001,000;
and
- in respect
of the 2021 Notes: (a)
the aggregate principal amount validly tendered is
€578,946,000;(b) the 2021
Notes Series Acceptance Amount is
€499,999,000;(c) the
Tender Pro-Rating Factor in respect of the 2021 Notes is 83.617%;
(d) the 2021 Notes Tender
Price is 108.648%; (e)
the remaining outstanding principal amount of the 2021 Notes
following the settlement of the Tender Offer will be €500,001,000;
and
- in respect
of the 2022 Notes: the Company will not accept any of the 2022
Notes validly submitted pursuant to the Tender Offer.
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 as a result.
The Autorité des marchés financiers granted visa
number 19-152 on 11 April 2019 on the prospectus relating to the
New Notes. The New Notes will be issued on 15 April 2019. The
settlement of the Tender Offer is scheduled on 15 April 2019.
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 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 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 41 billion euros in 2018
and 151,000 employees worldwide at 31 December 2018, including
92,000 employees in France. The Group has a total customer base of
264 million customers worldwide at 31 December 2018, including 204
million mobile customers and 20 million fixed broadband
customers. The Group is present in 27 countries. Orange is also a
leading provider of global IT and telecommunication services to
multinational companies, under the brand Orange Business Services.
In March 2015, the Group presented its new strategic plan
“Essentials2020” which places customer experience at the heart of
its strategy with the aim of allowing them to benefit fully from
the digital universe and the power of its new generation
networks.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.
- Orange_Tender_Results_ENG 12042019