Press release: Orange intends to voluntarily delist from the NYSE, deregister with the SEC, and launch a consent solicitation in relation to certain outstanding notes
25 Septiembre 2024 - 12:45AM
UK Regulatory
Press release: Orange intends to voluntarily delist from the NYSE,
deregister with the SEC, and launch a consent solicitation in
relation to certain outstanding notes
Press release
Paris, 25 September 2024
Orange intends to voluntarily delist from the NYSE,
deregister with the SEC, and launch a consent solicitation in
relation to certain outstanding notes
Following the decision taken by the Board of Directors on 24
September Orange announces today its intention to voluntarily
delist its American Depositary Shares (“ADR”) from the New York
Stock Exchange (“NYSE”) and voluntarily deregister with the U.S.
Securities and Exchange Commission (“SEC”).
Once the delisting is effective, Orange intends to maintain its
American Depositary Receipt (“ADR”) program, which will enable
investors to retain their ADRs and facilitate trading on the U.S.
Over-The-Counter (“OTC”) market.
The decision to voluntarily delist from the NYSE and to
deregister from the SEC was made after careful consideration by the
Board of Directors, taking into account the significant financial
and administrative requirements of maintaining the NYSE listing and
SEC registration. This decision is in line with the Group’s aim to
improve internal simplification and efficiency, while maintaining
the highest standards of corporate governance and transparent
financial reporting. Orange remains fully committed to an open and
frequent dialog with US investors. This decision is expected to
have no impact on Orange’s clients and partners or its commercial
presence in the U.S.
Following the delisting and deregistration, Orange will continue
to publish its quarterly financial information and half-year and
annual financial statements prepared in French and in English in
accordance with International Financial Reporting Standards
(“IFRS”), as well as other information for investors on its website
(www.orange.com) pursuant to applicable rules regarding financial
communication and as required by Rule 12g3-2(b) promulgated under
the Exchange Act.
Orange’s shares will remain listed on Euronext Paris, where most
of Orange’s international and domestic investors currently trade
Orange’s shares.
Intention to voluntarily delist from the NYSE and
deregister with the SEC
As a result, Orange intends to file an application on Form 25 with
the SEC during the fourth quarter of 2024, to initiate the
delisting process. The delisting will be effective ten days after
that filing, from which time Orange’s ADSs will no longer be traded
on the NYSE.
Following the delisting of its ADSs from the NYSE, Orange
intends to file a Form 15F with the SEC to deregister and terminate
its reporting obligations under the Securities and Exchange Act of
1934, as amended (the “Exchange Act”).
The Form 15F and deregistration will also relate to the
following debt securities issued by Orange: 9.00% notes due 1 March
2031 (the “2031 Notes”), 5.375% notes due 13 January 2042 and 5.50%
notes due 6 February 2044. The deregistration is expected to become
effective 90 days after the filing of the Form 15F.
Consent solicitation for certain outstanding
notes
In addition, Orange intends to launch a consent solicitation and to
convene a consent meeting of the Noteholders of the New York
law-governed 2031 Notes, as further described below, to approve the
amendment to the Indenture dated 14 March 2001 governing the terms
of the 2031 Notes to align the reporting provision with the
requirements applicable under French law for companies with shares
listed on Euronext Paris.
The terms and conditions of the consent solicitation are set out
in the consent solicitation memorandum and the notice of consent
meeting and written resolutions, distributed to registered holders
of the 2031 Notes.
Notes targeted in the consent solicitation:
Description of Notes |
Registered ISIN / CUSIP |
Rule 144A ISIN / CUSIP |
Regulation S ISIN |
9.00% notes due March 1, 2031 (which had a coupon at issuance of
8.50%) |
US35117PAL13 / 35177PAL1 |
US35177PAC14 / 35177PAC1 |
USF4113CDJ92 |
About Orange
Orange is one of the world’s leading telecommunications operators
with revenues of 39.7 billion euros in 2023 and 128,000 employees
worldwide at 30 June 2024, including 72,000 employees in France.
The Group has a total customer base of 285 million customers
worldwide at 30 June 2024, including 246 million mobile customers
and 21 million fixed broadband customers. These figures have been
restated to account for the deconsolidation of certain activities
in Spain following the creation of MASORANGE. The Group is
present in 26 countries (including non-consolidated 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 X: @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
Orange (TG:FTE)
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