Communiqué

Orange intends to issue a new Euro-denominated hybrid note and to launch a tender offer on several outstanding hybrid notes

Press release
Paris, 28 April 2021

NOT FOR DISTRIBUTION IN THE UNITED STATES OF AMERICA

Orange intends to issue a new Euro-denominated hybrid note and to launch a tender offer on several outstanding hybrid notes

Orange S.A. (the Company) is today announcing its intention to issue Euro denominated undated 8 year non-call deeply subordinated fixed to reset rate notes (the New Notes).
The pricing of the New Notes is expected to be announced later today. The New Notes are scheduled to be admitted to trading on Euronext Paris. It is also expected that the rating agencies will assign the New Notes a rating of Baa3/BBB- (Moody's/ S&P) and an equity content of 50%.

The Company is also launching a tender offer (the Tender Offer) to repurchase its:

• €1,000,000,000 Undated 7 Year Non-Call Deeply Subordinated Fixed to Reset Rate Notes with first call date on 1 October 2021 (of which €118,374,000 is currently outstanding) and admitted to trading on Euronext Paris (ISIN XS1115490523) (the 2021 Notes); and
• £650,000,000 Undated 8 Year Non-Call Deeply Subordinated Fixed to Reset Rate Notes with first call date on 7 February 2022 (of which £427,102,000 is currently outstanding) and admitted to trading on Euronext Paris (ISIN XS1028597315) (the 2022 Notes); and
• £600,000,000 Undated 8.5 Year Non-Call Deeply Subordinated Fixed to Reset Rate Notes with first call date on 1 April 2023 (of which £560,878,000 is currently outstanding) and admitted to trading on Euronext Paris (ISIN XS1115502988) (the 2023 Notes and, together with the 2021 Notes and the 2022 Notes, the Notes).
  
  

Pursuant to the Tender Offer, the Company offers to purchase for cash (i) any and all of the 2021 Notes and the 2022 Notes validly tendered by the Qualifying Holders, and (ii) the 2023 Notes validly tendered by the Qualifying Holders up to a maximum acceptance amount of £135,000,000 in aggregate principal amount, subject to the Company’s right in its sole and absolute discretion to increase or decrease such amount.

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, taking advantage of favorable market conditions. This may result in a limited reduction of the Company’s hybrid stock.

The Tender Offer will expire at 5:00 pm, Paris time, on 6 May 2021 and the results will be announced on 7 May 2021 (subject to change as a result of any extension, withdrawal, termination, re-opening or amendment of the Tender Offer).