Orange S.A. (the Company) is today announcing its intention to issue Euro denominated undated deeply subordinated fixed to reset rate notes with a first call date as of 24 June 2032 (the New Notes).
The pricing of the New Notes is expected to be announced later today. 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 is also launching a tender offer (the Tender Offer) to repurchase:
- its €1.25 billion Undated 12 Year Non-Call Deeply Subordinated Fixed to Reset Rate Notes with first reset date on 1st October 2026 and admitted to trading on Euronext Paris (ISIN XS1115498260) (of which €1.1 billion is currently outstanding) (the NC 2026 Existing Notes); and
- its €500 million Undated 7.5 Year Non-Call Deeply Subordinated Fixed to Reset Rate Notes with first reset date on 19th March 2027 and admitted to trading on Euronext Paris (ISIN FR0013447877) (of which €500 million is currently outstanding) (the NC 2027 Existing Notes and, together with the NC 2026 Existing Notes, the Existing Notes),
up to a maximum acceptance amount which is expected to be equal to the amount of the New Notes which will be announced by the Company following the pricing of the New Notes.
The purpose of the Tender Offer and the planned issuance of New Notes is, amongst other things, to proactively manage the Company's hybrid portfolio. The Tender Offer also provides qualifying holders with the opportunity to sell their Existing Notes ahead of their respective upcoming first reset date and to apply for priority in the allocation of the New Notes.
The Tender Offer will expire at 4:00 pm, Paris time, on 19 June 2025 and the results will be announced on 20 June 2025 (subject to change as a result of any extension, withdrawal, termination, re-opening or amendment of the Tender Offer).
Disclaimer
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.
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.
WARNING: NOT FOR DISTRIBUTION IN THE UNITED STATES
This press release does not constitute an offer to sell or subscribe, nor a solicitation of purchase or subscription orders for securities, particularly in the United States, Japan, Canada, Australia, or the United Kingdom. The distribution of this document may also be subject to specific regulations in certain other countries. No offer to sell or solicitation of purchase or subscription of securities shall be made in any country or territory where such an offer or solicitation would be contrary to applicable regulations or prior to its registration or qualification under the securities laws of that country or territory. In particular, securities may not be offered or transferred in the United States without registration or an exemption from registration in accordance with the U.S. Securities Act of 1933 (as amended).
