Press release: Orange issues a 1 billion euros of hybrid notes
April 05 2023 - 5:13PM
Press release: Orange issues a 1 billion euros of hybrid notes
Press releaseParis, 5 April 2023
NOT FOR DISTRIBUTION IN THE UNITED STATES OF AMERICA
Orange issues a 1 billion euros of hybrid
notes
Orange S.A. (the Company) successfully priced
the issuance of €1 billion undated 7-year non-call deeply
subordinated fixed to reset rate notes with a fixed coupon of
5.375% until the first call date (the New Notes),
taking advantage of favorable market conditions which are reflected
by the absence of a new issue premium.
The New Notes are intended to be admitted to trading on Euronext
Paris. It is also expected that the rating agencies will assign the
New Notes a rating of BBB-/Baa3/BBB- (S&P / Moody's / Fitch)
and an equity content of 50%.
The Company also launched today a tender offer (the
Tender Offer) to repurchase its €1 billion
Undated 10 Year Non-Call Deeply Subordinated Fixed to Reset Rate
Notes with first call date on 7 February 2024 (of which €1 billion
is currently outstanding) and admitted to trading on Euronext Paris
(ISIN XS1028599287) (the Existing
Notes). The maximum acceptance amount of the
Tender Offer will be equal to the principal amount of the New Notes
of €1 billion.
The purpose of the Tender Offer and the issuance of New Notes
is, amongst other things, to proactively manage the Company's
hybrid portfolio. Orange's intention is to keep the aggregate size
of its stock of outstanding hybrid notes unchanged.
DisclaimerThis 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.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 43.5
billion euros in 2022 and 136,000 employees worldwide at 31
December 2022, including 75,000 employees in France. The Group has
a total customer base of 287 million customers worldwide at 31
December 2022, including 242 million mobile customers and 24
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. In February 2023, the Group presented its
strategic plan « Lead the future », built on a new business model
and guided by responsibility and efficiency. « Lead the future »
capitalizes on network excellence to reinforce Orange's leadership
in service quality. 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/, and the Orange News app 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_Hybrids_bond_issue_Pricing_23_04_05
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