Press release: Orange intends to issue a new series of Euro-denominated hybrid notes and to launch a tender offer on its outstanding hybrid notes
05 Abril 2023 - 4:02AM
Press release: Orange intends to issue a new series of
Euro-denominated hybrid notes and to launch a tender offer on its
outstanding hybrid notes
Press releaseParis, 5 April 2023
NOT FOR DISTRIBUTION IN THE UNITED STATES OF AMERICA
Orange intends to issue a new series of Euro-denominated
hybrid notes and to launch a tender offer on its outstanding hybrid
notes
Orange S.A. (the Company) is today announcing
its intention to issue Euro denominated undated 7-year non-call
deeply subordinated fixed to reset rate notes (the New
Notes).
The pricing of the New Notes is expected to be announced later
today. The New Notes are intended to be admitted to trading on
Euronext Paris. It is also expected that the rating agencies will
assign the New Notes a rating of BBB-/Baa3/BBB- (S&P / Moody's
/ Fitch) and an equity content of 50%.
The Company is also launching a tender offer (the Tender
Offer) to repurchase its €1 billion Undated 10 Year
Non-Call Deeply Subordinated Fixed to Reset Rate Notes with first
call date on 7 February 2024 (of which €1 billion is currently
outstanding) and admitted to trading on Euronext Paris (ISIN
XS1028599287) (the Existing
Notes). 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 planned issuance of New
Notes is, amongst other things, to proactively manage the Company's
hybrid portfolio. The Tender Offer also provides qualifying holders
with the opportunity to sell their Existing Notes ahead of the
upcoming first call date and to apply for priority in the
allocation of the New Notes. The aggregate size of the Company's
stock of hybrid notes is expected to remain unchanged.
The Tender Offer will expire at 5:00 pm, Paris time, on 13 April
2023 and the results will be announced on 14 April 2023 (subject to
change as a result of any extension, withdrawal, termination,
re-opening or amendment of the Tender Offer).
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 OrangeOrange is one of the
world’s leading telecommunications operators with sales of 43.5
billion euros in 2022 and 136,000 employees worldwide at 31
December 2022, including 75,000 employees in France. The Group has
a total customer base of 287 million customers worldwide at 31
December 2022, including 242 million mobile customers and 24
million 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. In February 2023, the Group presented its
strategic plan « Lead the future », built on a new business model
and guided by responsibility and efficiency. « Lead the future »
capitalizes on network excellence to reinforce Orange's leadership
in service quality. 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/, and the Orange News app 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 contact: Tom Wright;
tom.wright@orange.com; +33 6 78 91 35 11
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.
- PR_Orange_Hybrides_bond_issue_and_Tender_EN_230405