Orange launches a tender offer on its outstanding NC2023 hybrid notes

Orange announces today the launch of a tender offer to repurchase for cash (the “Tender Offer”) any and all of its £600,000,000 Undated 8.5 Year Non-Call Deeply Subordinated Fixed to Reset Rate Notes with first call date on 1 April 2023 (ISIN XS1115502988) of which £425,878,000 is currently outstanding and admitted to trading on Euronext Paris (the “Notes”), upon the terms and subject to the conditions set out in the Tender Offer Memorandum dated 21 November 2022.

The purpose of the Tender Offer 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 Notes ahead of the upcoming first call.

The Tender Offer will expire at 5:00 pm, Paris time, on 28 November 2022 and the results are expected to be announced on 29 November 2022 (subject to change as a result of any extension, amendment, withdrawal, re-opening or termination of the Tender Offer).

If over 90% of the principal amount of the Notes originally issued are purchased by the Company, pursuant to the terms and conditions of the Notes and following the settlement of the Tender Offer, the Company intends to redeem all of the remaining outstanding Notes at 100% of their principal amount together with any accrued interest and any arrears of interest up to such effective date of redemption. Otherwise, the Company intends to call the Notes at their first call date on 1 April 2023.

Following the Tender Offer and the exercise of the call option on the Notes, the Company’s hybrid stock will be reduced by less than 10% of the principal amount outstanding. Orange remains fully committed to maintaining hybrid as a long-term layer of the capital structure.

Barclays Bank Ireland PLC and NatWest Markets N.V. were appointed as dealer managers and Morrow Sodali Limited was appointed as information and tender agent for the Tender Offer.

CT Bureau