Orange announces the results of the consent solicitation in respect of its outstanding £600,000,000 Undated 8.5 Year Non-Call Deeply Subordinated Fixed to Reset Rate Notes
15 Novembre 2021 - 12:46PM
Orange announces the results of the consent solicitation in respect
of its outstanding £600,000,000 Undated 8.5 Year Non-Call Deeply
Subordinated Fixed to Reset Rate Notes
NOT FOR DISTRIBUTION IN THE UNITED STATES OF
AMERICA
Orange announced on 22 October 2021 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 Meeting was held on 15 November 2021. The
Meeting was quorate, the Extraordinary Resolution was passed and
the Eligibility Condition was satisfied.
Accordingly, the Implementation Date is 15
November 2021, and the Notes Amendment Deed has been dated 15
November 2021 and entered into by, inter alios, the Issuer and the
Agent. The proposed modification to the terms and conditions of the
Notes described in the Consent Solicitation Memorandum have,
therefore, been made with effect on and from 15 November 2021.
Unless otherwise indicated, capitalised terms
used but not otherwise defined in this announcement have the
meanings given in the Consent Solicitation Memorandum dated 22
October 2021 prepared by Orange, which was made available to
Eligible Noteholders from the Tabulation Agent (including on its
website via the link https://deals.lucid-is.com/orange).
NatWest Markets N.V. acted as Solicitation Agent
for the Consent Solicitation.
NatWest Markets N.V.Claude
Debussylaan 94 Amsterdam 1082 MDThe NetherlandsAttention: Liability
ManagementTel: +31 2 04 64 27 55Email:
NWMLiabilityManagement@natwestmarkets.com
Disclaimer
The Consent Solicitation has now concluded
and no further Consent Instructions or other voting instructions
may be submitted.
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.
- PR - Consent Sollicitation - Results Announcement
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