Orange has chosen a balanced approach that allows to reduce the exposure of the Group in relation to BT Group plc (BT), while remaining exposed to a potential increase in future action, through its residual interest.
Download the free guide
Boost your gains
Project to sell a third of its stake in BT via a private placement of approximately 133 million shares
– BT will participate the investment of shares in BT in placing a purchase order for an amount of 200 million pounds sterling to the price of the investment, in part for the benefit of its Employee Share Ownership Trust. This order will be allocated in full by Orange.
Simultaneous output in the form of bonds exchangeable into shares in BT of approximately 520 million pounds sterling (GBP) maturing in 2021 with the underlying other third parties of the participation of Orange
Orange would retain a stake of 2.66% in BT
Orange announces the launch of the sale of approximately 133 million shares held by its subsidiary Atlas Services Belgium in BT, or about 1.33 % of the share capital, within the framework of a private placement by way of accelerated building of an order book.
BT will contribute £ 200 million sterling to the offering of the shares of BT, in part for the benefit of his Trust, Employee Share Ownership, the price of the investment. This order will be allocated in full by Orange.
At the same time, Orange announced the launch of a bond issue exchangeable into shares in BT, due 2021, for a notional amount of about 520 million pounds sterling (GBP), with a premium of between 35 % and 40 % above the price of placement of shares, within the framework of a private placement.
Orange would retain initially a stake of 2.66% in BT. In the event of exercise in full of the conversion rights underlying the bonds, Orange would retain a participation of 1.33%.
The exchangeable bonds, with a maturity of 4 years (subject to early repayment), are issued in pounds sterling. They will bear an interest rate of 0% to 0.375% and will represent a negative interest rate after conversion in euro.
The exchangeable bonds will be issued at a nominal amount of 100 000 GBP per requirement. They will be redeemed at par at maturity (subject to prepayment). The holders of the exchangeable bonds will exercise their right to exchange at any time after 7 August 2017 until the 55th calendar day prior to the maturity of the bonds. Orange will be able to choose between settlement in cash, in shares, BT or a combination of the two.
The underlying obligations (as to issuance, of the shares BT only) will be subject to adjustments customary in the case of the occurrence of certain events affecting BT in accordance with the terms of the obligations.
The final terms of the offering of the shares by BT and the issuance of the exchangeable bonds are expected to be announced no later than June 20, 2017. The settlement-delivery of the offering of the shares, BT is expected to occur on June 22, 2017 and the issuance of the bonds on June 27, 2017. The exchangeable bonds will be the subject of an application for admission to trading on the Free Market of Euronext Paris.
BNP Paribas and J. P. Morgan act as Global Coordinators and Grades of Paper associated with it.
Orange will commit to maintain for a period of 90 days for the rest of its stake in BT, subject to the agreement of the joint bookrunners and to certain exceptions, including the ability to sell shares in BT to a strategic investor (subject that it takes a commitment of conservation similar) or monetize the stock dividend.
The products of these operations will be used for general working Orange.
The placement of the shares and the issuance of the exchangeable bonds are aimed at institutional investors and qualified. The final terms will be determined at the end of the accelerated construction of the books respective. There will be offered to the public in any country.
Download the free guide
Boost your gains