Press Release : Orange announces consent solicitation in respect of its outstanding £600,000,000 Undated 8.5 Year Non-Call Deeply Subordinated Fixed to Reset Rate Notes
October 22 2021 - 5:24AM
Press Release : Orange announces consent solicitation in respect of
its outstanding £600,000,000 Undated 8.5 Year Non-Call Deeply
Subordinated Fixed to Reset Rate Notes
Press releaseParis, 22 October 2021
NOT FOR DISTRIBUTION IN THE UNITED STATES OF AMERICA
Orange announces consent solicitation in respect of its
outstanding £600,000,000 Undated 8.5 Year Non-Call Deeply
Subordinated Fixed to Reset Rate Notes
Orange announces today an invitation (such
invitation, the “Consent Solicitation”) to
eligible holders of its outstanding £600,000,000 Undated 8.5 Year
Non-Call Deeply Subordinated Fixed to Reset Rate Notes (ISIN:
XS1115502988) (the “Notes”) to consent to the
execution of the Notes Amendment Deed to effect, inter alia, the
modification of the terms and conditions of the Notes in order to
change the basis of the interest reset provisions from GBP LIBOR to
GBP SONIA and to include appropriate benchmark fallback provisions
in respect of GBP SONIA.
The full terms and conditions of the Consent
Solicitation are contained in the Consent Solicitation Memorandum
dated 22 October 2021 (the "Consent Solicitation
Memorandum") prepared by Orange, which is available to
Eligible Noteholders from the Tabulation Agent (including on its
website via the link https://deals.lucid-is.com/orange).
A notice convening a meeting of the holders of
the Notes, to be held via teleconference on 15 November 2021, has
been given to noteholders in accordance with the terms and
conditions of the Notes on the date of this announcement, including
by way of publication on Orange's website (www.orange.com) and by
delivery to the Clearing Systems.
Further details on the Consent Solicitation can
be obtained from:
SOLICITATION
AGENTNatWest Markets
N.V.Claude Debussylaan 94 Amsterdam 1082 MDThe
NetherlandsAttention: Liability ManagementTel: +31 2 04 64 27
55Email: NWMLiabilityManagement@natwestmarkets.com
Requests for documentation and information in
relation to the procedures for delivering consent instructions
should be directed to:
TABULATION AGENTLucid
Issuer Services LimitedThe Shard32 London Bridge
StreetLondon SE1 9SGUnited KingdomAttention: Jacek KusionTel: +44
20 7704 0880Email: orange@lucid-is.comWebsite:
https://deals.lucid-is.com/orange
Unless otherwise indicated, capitalised terms
used but not otherwise defined in this announcement have the
meanings given in the Consent Solicitation Memorandum.
DisclaimerThis announcement must be read in
conjunction with the Consent Solicitation Memorandum. This
announcement and the Consent Solicitation Memorandum contain
important information which should be read carefully before any
decision is made with respect to the Consent Solicitation. If any
Noteholder is in any doubt as to the action it should take or is
unsure of the impact of the implementation of the Extraordinary
Resolution, it is recommended to seek its own financial and legal
advice, including in respect of any tax consequences, immediately
from its broker, bank manager, solicitor, accountant or other
independent financial, tax or legal adviser. Any individual or
company whose Notes are held on its behalf by a broker, dealer,
bank, custodian, trust company or other nominee or intermediary
must contact such entity if it wishes to participate in the Consent
Solicitation or otherwise participate at the Meeting (including the
adjourned Meeting, if applicable) at which the Extraordinary
Resolution is to be considered. In accordance with normal practice,
none of the Tabulation Agent and the Agent for the Notes has been
involved in the formulation of the Consent Solicitation, the
Noteholder Proposal outlined in the Consent Solicitation Memorandum
or the Extraordinary Resolution. Each of the Agent, the Tabulation
Agent and the Solicitation Agent expresses no opinion on, and make
no representations as to the merits of, the Consent Solicitation,
the Noteholder Proposal outlined in the Consent Solicitation
Memorandum or the Extraordinary Resolution.Nothing in this
announcement or the Consent Solicitation Memorandum constitutes or
contemplates an offer of, an offer to purchase or the solicitation
of an offer to sell securities in the United States or any other
jurisdiction. The 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 the Notes may not be
offered, sold or delivered, directly or indirectly, within the
United States or to, or for the account or benefit of, U.S. persons
(as defined in Regulation S under the Securities Act) except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and applicable
state or local securities laws. UK MiFIR professionals/Eligible
Counterparties only / No UK PRIIPs KID – Manufacturer target market
(UK MiFIR product governance) is eligible counterparties and
professional clients only (all distribution channels). No UK PRIIPs
key information document (KID) has been prepared.
EU MiFID II professional investors/Eligible
Counterparties only / No EEA PRIIPs KID – Manufacturer target
market (EU MiFID II product governance) is eligible counterparties
and professional clients only (all distribution channels). No EEA
PRIIPs key information document (KID) has been prepared.The
distribution of this announcement and the Consent Solicitation
Memorandum in certain jurisdictions may be restricted by law, and
persons into whose possession this announcement or the Consent
Solicitation Memorandum comes are requested to inform themselves
about, and to observe, any such restrictions.
About OrangeOrange is one of the world’s leading
telecommunications carriers with a turnover of €42.3 billion in
2020 and 139,000 employees as at June 30, 2021, of whom 80,000 are
in France. The Group had a total customer base of 263 million
customers as of June 30, 2021, including 218 million mobile
customers and 22 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 Services. In December
2019, the Group presented its new ‘Engage 2025’ strategic plan,
which, guided by social and environmental accountability, aims to
reinvent its operator model. While accelerating in growth areas and
placing data and AI at the heart of its innovation model, the Group
will be an attractive and responsible employer, adapted to emerging
professions.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 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: FOR DISTRIBUTION ONLY OUTSIDE THE UNITED
STATES TO PERSONS OTHER THAN U.S. PERSONS (AS DEFINED IN REGULATION
S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED). NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY
PERSON LOCATED OR RESIDENT IN, ANY OTHER JURISDICTION WHERE IT IS
UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
- PR_Consent_Solicitation_Launch
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