Communiqué - Orange announces the results of its tender offer on
several outstanding hybrid notes
Press releaseParis, 10 May 2021
NOT FOR DISTRIBUTION IN THE UNITED STATES OF AMERICA
Orange announces the results of its tender offer on
several outstanding hybrid notes
Following the end of its Tender Offer period launched on 28
April 2021 (the Tender Offer), aiming to partially
repurchase part of three series of its outstanding undated deeply
subordinated fixed to reset rate notes, the Company is pleased to
announce the pricing and acceptance of the Tender Offer as
follows:
- in respect of the €1,000,000,000
Undated 7 Year Non-Call Notes with first call date on 1 October
2021 (of which €118,374,000 is currently outstanding) (ISIN
XS1115490523) (the 2021 Notes):
(a) the aggregate
principal amount validly tendered is €49,805,000;
(b) the 2021 Notes
Series Acceptance Amount is €49,805,000;
(c) the 2021
Notes Tender Price is 101.690%;
(d) the
remaining outstanding principal amount of the 2021 Notes following
the settlement of the Tender Offer will be €68,569,000;
- in respect of the £650,000,000
Undated 8 Year Non-Call Notes with first call date on 7 February
2022 (of which £427,102,000 is currently outstanding) (ISIN
XS1028597315) (the 2022 Notes):
(a) the aggregate
principal amount validly tendered is £383,286,000;
(b) the 2022 Notes
Series Acceptance Amount is £383,286,000;
(c) the 2022
Notes Tender Price is 104.125%;
(d) the
remaining outstanding principal amount of the 2022 Notes following
the settlement of the Tender Offer will be £43,816,000;
- in respect of the £600,000,000
Undated 8.5 Year Non-Call Notes with first call date on 1 April
2023 (of which £560,878,000 is currently outstanding) (ISIN
XS1115502988) (the 2023 Notes):
(a) the aggregate
principal amount validly tendered is £263,425,000;
(b) the 2023
Notes Maximum Acceptance Amount and 2023 Notes Series Acceptance
Amount is £135,000,000;
(c) the Tender
Pro-Rating Factor in respect of the 2023 Notes is 49.4136%;
(d) the 2023 Notes
Tender Price is 108,680%;
(f) the
remaining outstanding principal amount of the 2023 Notes following
the settlement of the Tender Offer will be £425,878,000.
Following settlement of the Tender Offer scheduled on 11 May
2021, over 90% of the aggregate principal amount of the 2021 Notes
and of the 2022 Notes will have been purchased by the Company.
Pursuant to the terms and conditions of the 2021 Notes and the 2022
Notes, the Company therefore will have the option to redeem all of
the remaining outstanding 2021 Notes and 2022 Notes at 100% of
their principal amount together with any accrued interest and any
arrears of interest up to such effective date of redemption.
The Company intends to exercise this option following the
settlement of the Tender Offer with respect to the 2021 Notes and
the 2022 Notes.
Meanwhile, the Autorité des marchés financiers granted approval
number 21-141 on 7 May 2021 on the prospectus relating to the
issuance of €500,000,000 undated 8-year non-call deeply
subordinated fixed to reset rate notes (the New
Notes) with a fixed coupon of 1.375% until the first call
date. The New Notes will be issued on 11 May 2021.
Following the Tender Offer, the issuance of New Notes and the
exercise of the redemption of the 2021 Notes and 2022 Notes, the
Company’s hybrid stock will be reduced by around 5%.
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 42.3 billion euros in
2020 and 140,000 employees worldwide at 31 March 2021, including
80,000 employees in France. The Group has a total customer base of
262 million customers worldwide at 31 March 2021, including 217
million mobile customers and 22 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 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 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_Tender_Offer_Results_100521
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