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Not for publication or distribution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 successfully completes the
sale of BT shares 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 133 million BT shares through a private
placement by way of an accelerated bookbuilding, of which circa 64
million shares sold to eligible institutional and qualified
investors and circa 69 million shares acquired by BT and its
Employee Share Ownership Trust.
- Simultaneous issuance of bonds exchangeable into
BT shares at a negative interest rate after hedging in euro for an
amount of GBP 517 million due June 2021.
Orange thus sells approximately
1.33% of the share capital of BT for around GBP 383 million,
corresponding to a selling price of 288 pence per share which
represents a very tight discount of 0.59% on the closing price.
The exchangeable bonds, with a
maturity of 4 years (except in the case of early redemption), will
be issued on 27 June 2017 with an initial exercise price of 389
pence, corresponding to a premium of 35% on the selling price of
shares part of the accelerated bookbuilding.
Issued in sterling, they will bear
a coupon of 0.375%, corresponding to a negative interest rate of
-0.50% after hedging in euro. An application will be made for their
admission to trading on the Marché Libre d'Euronext Paris.
The exchangeable bonds holders may
exercise their exchange right at any time from 7 August 2017 until
the 55th calendar day
before the maturity date of the bonds.
For their repayment, Orange will have the flexibility to settle in
cash, deliver ordinary shares of BT or a combination thereof.
The proceeds of these transactions
will be used for the general corporate purposes of Orange.
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 contacts: +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:
-
to "qualified investors" within the meaning of
the Prospectus Directive;
-
to fewer than 150 natural or legal persons
(other than qualified investors as defined by the Prospectus
Directive) in each Member State; or
-
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.
PR_Orange_BT_Pricing_EN_190617.pdf
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
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