Not for distribution in the United States of America
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.
This 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.
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.
CAUTION: NOT FOR DISTRIBUTION IN THE UNITED STATES
This 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.