Communication in accordance with article 8, §1 of the Royal Decree of 27 April 2007 on public takeover bids
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE ITS PUBLICATION WOULD BE UNLAWFUL
Orange SA announces today that it plans to launch a conditional voluntary public takeover bid on all the shares of Orange Belgium that it does not yet own. If the conditions are met, Orange SA will consider a possible delisting of the shares of Orange Belgium that are admitted to trading on the regulated market of Euronext Brussels.
The offer would be a cash offer, without any minimum acceptance threshold, made at a price of EUR 22 per share. This price represents a premium of 35.6% compared to the closing price of Orange Belgium on 2 December 2020 and a premium of 49.3% compared to the volume-weighted average trading price of Orange Belgium over the last six months.
If the Orange Group owns, following the offer, at least 95% of the securities with voting rights and has acquired, by acceptance of the offer, securities representing at least 90% of the share capital with voting rights that is the subject of the offer, the offer will be followed by a simplified squeeze out at the same conditions.
By means of this offer, the Orange Group offers Orange Belgium’s shareholders the possibility of immediately selling their shares on terms that Orange SA considers very attractive.
Orange SA has informed the Chairman of Orange Belgium’s board of directors of its intentions. The board of Orange Belgium will carry out an assessment of the proposed offer.
This project is part of the continued efforts of the Orange Group to adapt the capital structure of its subsidiaries to their needs. The objective is to strengthen the Orange Group’s position in order to allow Orange Belgium to more efficiently deploy its strategy for long-term value creation and to react more effectively to major transformations in the Belgian market through greater financial flexibility. In this context, a delisting of Orange Belgium can be envisaged if the applicable thresholds are met, since the strategic ambitions of the entity can be realized without recourse to the public capital markets.
The offer would not be subject to any minimum acceptance threshold and would include a material adverse change clause.
This communication is only the expression of an intention and does not constitute a formal notification of a voluntary public takeover bid within the meaning of the Royal Decree of 27 April 2007 and the Law of 1 April 2007 on public takeover bids. Whether, when and under what conditions the voluntary public takeover bid as described above will be launched depends on a number of factors, including general market conditions, future developments in financial markets and evaluation of the offer price by an independent expert who will issue a report within the meaning of article 23 of the Royal Decree of 27 April 2007 on public takeover bids.
If Orange SA decides to formally launch the conditional voluntary public takeover bid, it will deposit a file for this purpose with the FSMA (including a draft prospectus). The board of directors of Orange Belgium will then examine the draft prospectus and present its detailed opinion in a response memorandum. If Orange SA renounces the intention to launch an offer, it will immediately communicate this in accordance with the applicable rules.
This press release may not be published, distributed or disseminated in any country or territory where its publication or the offers referred to in this press release would be illegal or may require registration or any other filing of documents. Anyone in possession of this press release must refrain from publishing, distributing or disseminating it in the countries and territories concerned.
This press release may not be published, distributed or disseminated in the United States, Canada, Australia or Japan. The public tender offer referred to in this press release will not be extended to the United States, directly or indirectly, and will not use any jurisdictional means (such as the post office, telephone networks, financial markets, the Internet or any other means) of the United States.
This press release does not constitute an extension to the United States, Canada, Australia or Japan of any offer mentioned in this press release. Furthermore, this press release does not constitute or form part of an offer to sell, nor does it constitute a solicitation of an order to buy financial instruments in the United States or in any other jurisdiction.