Press release
Paris, 19 June 2017
Not for publication or distribution
in the United States of America, Australia, Canada, Japan or Italy,
or in any other jurisdiction in which offers or sales would be
prohibited by applicable law.
This press release does not
constitute or form a part of any offer to sell or subscribe nor a
solicitation to buy or subscribe to any securities of BT or Orange,
and the placement of the shares of BT as well as the placement of
the bonds of Orange do not constitute, in any circumstances, a
public offering in any country, including France.
Orange reduces its stake in BT and
secures financing at a negative interest rate
Orange has taken a balanced
approach which allows it to reduce the Group's exposure to BT Group
plc (BT), while keeping exposure to a potential future share price
increase through its residual stake:
- Sale of one third of its current participation in
BT through a private placement of approximately 133 million shares
- BT will place an order for GBP 200 million in the
placement of BT shares, at the placement price, part of which for
the benefit of its Employee Share Ownership Trust. This order will
be fully allocated by Orange
- Simultaneous issue of approximately GBP 520
million bonds due 2021 exchangeable into BT shares underlying
another one third of Orange's participation
- Orange to initially retain a 2.66% stake in
BT
Orange announces it has launched
the sell-down of approximately 133 million shares that its
subsidiary Atlas Services Belgium owns in BT, representing around
1.33 % of the share capital of BT, through a private placement by
way of an accelerated bookbuilt offering.
BT will acquire up to GBP 200m in
the placement of BT shares, part of which for the benefit of its
Employee Share Ownership Trust, at the placement price. Such order
will be fully allocated by Orange.
Simultaneously, Orange announces
it has launched an offering of bonds exchangeable into BT shares
due 2021 for a nominal amount of approximately GBP 520 million, at
a premium of 35% to 40% above the share placement price carried out
by way of a private placement.
Orange would initially retain a
2.66% stake in BT. In case of exercise in full of the exchange
rights underlying the bonds, Orange would retain a 1.33% stake in
BT.
The exchangeable bonds, with a
maturity of 4 years (except in the case of early redemption), are
issued in GBP. They will bear a coupon between 0% and 0.375% and
will have negative interest rate after hedging in euros. They will
be offered at an issue price of between 100.5 % and 100 % of the
principal amount, corresponding to an annual yield to maturity of
between -0.125 % and 0.375 %.
The exchangeable bonds are
expected to be issued in principal amounts of GBP 100,000 per bond
and will be redeemed at par at maturity (except in the case of
early redemption).The holders of exchangeable bonds may exercise
their exchange right at any time from 7 August 2017 until the 55th
calendar day before the maturity date of the bonds. Orange will
have the flexibility to settle in cash, deliver ordinary shares of
BT or a combination thereof.
The underlying exchange property
(being initially only BT shares) will be subject to customary
adjustment upon the occurrence of certain corporate events pursuant
to the terms and conditions of the bonds.
The final terms of the placement
and of the exchangeable bonds issue are expected to be announced on
20 June 2017 at the latest. Settlement for the placement of the BT
shares and the exchangeable bonds issue are expected to take place
on 22 June 2017 and 27 June 2017 respectively. An application will
be made for the exchangeable bonds to be admitted to trading on the
Marché Libre d'Euronext Paris.
Orange will agree to a 90-day lock
up for its remaining shareholding in BT, subject to waiver from the
joint bookrunners and certain exceptions, in particular the
possibility to sell BT shares to a strategic investor (provided
that this investor agrees to be bound by a similar lock-up
commitment) or to monetize scrip dividend.
The proceeds of these transactions
will be used for the general corporate purposes of Orange.
The placement of the shares and
the exchangeable bonds issue are targeted at eligible institutional
and qualified investors. The definitive terms will be determined
following the completion of the accelerated bookbuilding process.
There will be no public offering in any country.
About Orange
Orange is one of the world's leading
telecommunications operators with sales of 40.9 billion euros in
2016 and 154,000 employees worldwide at 31 March 2017, including
95,000 employees in France. Present in 29 countries, the Group has
a total customer base of 265 million customers worldwide at 31
March 2017, including 203 million mobile customers and
19 million fixed broadband customers. Under the Orange
Business Services brand, Orange is also one of the world leaders in
providing telecommunication services to multinational companies. In
March 2015, the Group presented its new strategic plan
"Essentials2020" which places customer experience at the heart of
its strategy with the aim of allowing them to benefit fully from
the digital universe and the power of its new generation
networks.
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 follow us on Twitter:
@presseorange.
Orange and any other Orange product or service
names included in this material are trademarks of Orange or Orange
Brand Services Limited.
Press contact: +33 1 44 44 93
93
Tom Wright; tom.wright@orange.com
Olivier Emberger; olivier.emberger@orange.com
IMPORTANT NOTICE
The distribution of this press release and the
offer and sale of the Shares and the Bonds referred to herein (the
"Securities") may be restricted by law in
certain jurisdictions and persons into whose possession this
document or other information referred to herein comes should
inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
The Securities were not and are not being offered
to the public in any jurisdiction and may not be offered to the
public in any jurisdiction in circumstances which would require the
preparation or registration of any prospectus or offering document
relating to the Securities in such jurisdiction. This press release
is not an offer of securities for sale in any jurisdiction,
including the United States of America, Canada, Australia, Japan or
Italy. No action has been taken to permit a public offering of the
Securities or possession or distribution of this press release in
any jurisdiction where action for that purpose is required. Neither
this press release nor anything contained herein shall form the
basis of, or be relied upon in connection with, any offer or
purchase whatsoever in any jurisdiction and shall not constitute or
form part of an offer to sell or the solicitation of an offer to
buy any securities in the United States of America or in any other
jurisdiction. The information contained in this announcement is for
background purposes only and does not purport to be full or
complete and no reliance may be placed by any person for any
purpose on the information contained in this announcement or its
accuracy, fairness or completeness.
European Economic Area
This press release is an advertisement and not a
prospectus within the meaning of Directive 2003/71/EC of the
European Parliament and the Council of 4 November 2003, as amended,
in particular by Directive 2010/73/EU to the extent such Directive
has been transposed in the relevant member State of the European
Economic Area (together, the "Prospectus
Directive").
With respect to member states of the European
Economic Area ("EEA") which have implemented
the Prospectus Directive (each, a "Member
State"), no action has been undertaken or will be undertaken to
make an offer to the public of the Securities requiring a
publication of a prospectus in any Member State. As a result, the
Securities may only be offered in Member States:
a)
to "qualified investors" within the meaning of the Prospectus
Directive;
b)
to fewer than 150 natural or legal persons (other than qualified
investors as defined by the Prospectus Directive) in each Member
State; or
c)
in circumstances falling within Article 3(2) of the Prospectus
Directive,
and provided that no such offer of Securities
referred to in (a) to (c) above shall require Orange or the
Managers to publish a prospectus pursuant to Article 3 of the
Prospectus Directive.
For these purposes, as defined in the Prospectus
Directive, the expression an "offer to the public
of the Securities" in a relevant Member State, which has
implemented the Prospectus Directive (as defined below), means any
communication in any form and by any means of sufficient
information on the terms of the offer of the Securities to be
offered, so as to enable an investor to decide, as the case may be,
to purchase or subscribe the Securities, as the same may be varied
in that Member State.
This selling restriction applies in addition to
any other selling restrictions which may be applicable in the
Member States who have implemented the Prospectus Directive.
PROHIBITION OF SALES TO EEA
RETAIL INVESTORS - the Bonds are not intended, from 1 January
2018, to be offered, sold or otherwise made available to and, with
effect from such date, should not be offered, sold or otherwise
made available to any retail investor in the EEA. For these
purposes, a "retail investor" means a person
who is one (or more) of: (i) a retail client as defined in point
(11) of Article 4(1) of Directive 2014/65/EU ("MiFID II"); (ii) a customer within the meaning of
Directive 2002/92/EC ("IMD"), where that
customer would not qualify as a professional client as defined in
point (10) of Article 4(1) of MiFID II; or (iii) not a qualified
investor as defined in the Prospectus Directive. Consequently no
key information document required by Regulation (EU) No 1286/2014
(the "PRIIPs Regulation") for offering or
selling the Bonds or otherwise making them available to retail
investors in the EEA has been prepared and therefore offering or
selling the Bonds or otherwise making them available to any retail
investor in the EEA may be unlawful under the PRIIPs
Regulation.
United Kingdom
In the United Kingdom this press release is
directed exclusively at Qualified Investors (i) who have
professional experience in matters relating to investments falling
within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order") or (ii) who fall within Article 49(2)(A) to (D)
of the Order, and (iii) to whom it may otherwise lawfully be
communicated. This press release is not an offer of securities or
investments for sale nor a solicitation of an offer to buy
securities or investments in any jurisdiction where such offer or
solicitation would be unlawful. No action has been taken that would
permit an offering of the securities or possession or distribution
of this press release in any jurisdiction where action for that
purpose is required. Persons into whose possession this press
release comes are required to inform themselves about and to
observe any such restrictions.
France
The offer and sale of Securities in France will be
implemented in the context of a private placement to certain
institutional investors according to Article L. 411-2 II the French
Code monétaire et financier and in particular
(i) persons providing the portfolio management investment service
on behalf of third parties, (ii) qualified investors, and (iii) a
restricted circle of investors provided that such investors act on
their own account.
The Bond Issue will not require the publication of
the prospectus subject to the French Autorité des
Marchés Financiers.
United States of America
This press release may not be published,
distributed or transmitted in the United States of America
(including its territories and dependencies).
This press release does not constitute an offer of
securities or any solicitation to purchase or subscribe for
Securities or any solicitation of sale of Securities in the United
States of America.
The Securities referred to herein have not been
and will not be registered under the U.S. Securities Act of 1933,
as amended (the "Securities Act"), and may not
be offered or sold in the United States of America or to, or for
the account or benefit of U.S. persons (as defined in Regulation S
under the Securities Act), absent registration under the Securities
Act or pursuant to an available exemption therefrom. The Securities
have not been and will not be registered under the Securities Act
and no public offering of the securities will be made in the United
States of America.
Canada, Australia, Japan and
Italy
The Securities may not be offered or sold in
Canada, Australia, Japan or Italy. The information included in this
press release does not constitute an offer of Securities in
Australia, Canada, Japan or Italy.
The distribution of this press release may, in
certain countries, constitute a breach of applicable laws.
In connection with any offering of the Securities,
the placements agents appointed by Orange in connection with the
Share Placement and the bookrunners appointed by Orange in
connection with the Bond Issue (together the "Managers") and any of the Managers' respective
affiliates may take up as a principal position any Securities and
in that capacity may retain, purchase or sell for their own account
such Securities and other securities of Orange or related
investments in connection with the Transaction or otherwise. In
addition each of the Managers may enter into financing arrangements
(including swaps or contracts for differences) with investors in
connection with which they may from time to time acquire, hold or
dispose of Securities. They do not intend to disclose the extent of
any such investment or transactions otherwise than in accordance
with any legal or regulatory obligation to do so.
The Managers are acting on behalf of Orange and no
one else in connection with any offering of the Securities and will
not regard any other person as its client nor be responsible to any
other person for providing the protections afforded to any of its
clients or for providing advice in relation to any offering of the
Securities nor for providing advice in relation to the Share
Placement, the Bond Issue, the contents of this announcement or any
transaction, arrangement or other matter referred to herein.
None of the Managers, nor any of their respective
directors, officers, employees, advisers or agents, accepts any
responsibility or liability whatsoever for or makes any
representation or warranty, express or implied, as to the truth,
accuracy or completeness of the information in this announcement
(or whether any information has been omitted from the announcement)
or any other information relating to Orange, its subsidiaries or
associated companies, whether written, oral or in a visual or
electronic form, and howsoever transmitted or made available or for
any loss howsoever arising from any use of this announcement or its
contents or otherwise arising in connection therewith.
Orange reduces its stake in
BT
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Orange via Globenewswire
Orange (EU:ORA)
Historical Stock Chart
From Apr 2024 to May 2024
Orange (EU:ORA)
Historical Stock Chart
From May 2023 to May 2024