Communiqué: Orange prices its 500 million euro, undated, 8-year non-call, deeply subordinated fixed to reset rate notes
29 April 2021 - 2:29AM
Communiqué: Orange prices its 500 million euro, undated, 8-year
non-call, deeply subordinated fixed to reset rate notes
Press releaseParis, 28 April 2021
NOT FOR DISTRIBUTION IN THE UNITED STATES OF AMERICA
Orange prices its 500 million euro, undated, 8-year
non-call, deeply subordinated fixed to reset rate
notes
Orange S.A. (the Company) successfully priced
its issuance of €500,000,000 undated 8 year non-call deeply
subordinated fixed to reset rate notes with a fixed coupon of
1.375% until the first call date (the Notes).
The 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 also launched a tender offer (the Tender
Offer) to repurchase its:
- €1,000,000,000 Undated 7 Year Non-Call Deeply Subordinated
Fixed to Reset Rate Notes with first call date on 1 October 2021
(of which €118,374,000 is currently outstanding) and admitted to
trading on Euronext Paris (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 (of
which £427,102,000 is currently outstanding) and admitted to
trading on Euronext Paris (ISIN XS1028597315) (the 2022
Notes); and
- £600,000,000 Undated 8.5 Year Non-Call Deeply Subordinated
Fixed to Reset Rate Notes with first call date on 1 April 2023 (of
which £560,878,000 is currently outstanding) and admitted to
trading on Euronext Paris (ISIN XS1115502988) (the 2023
Notes and, together with the 2021 Notes and the 2022
Notes, the Existing Notes).
The purpose of the Tender Offer and the issuance of Notes is,
amongst other things, to proactively manage the Company's hybrid
portfolio, taking advantage of favorable market conditions. This
transaction may result in a limited reduction of the Company’s
hybrid stock.
DisclaimerThis announcement does not constitute an
invitation to participate in the Tender Offer or the issuance of
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.Notes 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 142,000 employees worldwide at 31 December 2020, including
82,000 employees in France. The Group has a total customer base of
259 million customers worldwide at 31 December 2020, including 214
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_Pricing_hybrides_bond_issue_EN_280421
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