ORANGE MiFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET MARKET - Solely for the purposes of each manufacturers' product approval process, the target market assessment in respect of the Notes, taking into account the five categories referred to in item 18 of the Guidelines published by European Securities and Markets Authority ("ESMA") on 5 February 2018, has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II") and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.
UK MIFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPs ONLY TARGET MARKET - Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Notes, taking into account the five (5) categories referred to in item 18 of the Guidelines published by ESMA on 5 February 2018 (in accordance with the FCA's policy statement entitled "Brexit our approach to EU nonlegislative materials"), has led to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and, should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive 2016/97/EU, as amended, on insurance distribution, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and, with effect from such date, should not be offered, sold or otherwise made available to any retail investor in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as amended (the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of UK domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
Notification pursuant to Section 309B of the Securities and Futures Act, 2001 (Revised Edition 2020) of Singapore - The Notes are capital markets products other than prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore).
Final Terms dated 14 November 2022
ORANGE
Legal Entity Identifier (LEI) : 969500MCOONR8990S771
Euro 35,000,000,000
Euro Medium Term Note Programme
SERIES NO: 171
TRANCHE NO: 1
EUR 750,000,000 3.625 per cent. Notes due 16 November 2031
BofA SECURITIES EUROPE SA
SOCIÉTÉ GÉNÉRALE
as Global Coordinators and Joint Bookrunners
COMMERZBANK AKTIENGESELLSCHAFT
CIC MARKET SOLUTIONS
J.P. MORGAN SE
MUFG SECURITIES (EUROPE) N.V.
UNICREDIT BANK AG
as Active Bookrunners and together with the Global Coordinators and Joint Bookrunners, the Joint
Bookrunners
- 2 -
PART A
CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 8 June 2022 which received approval n°22-199 from the Autorité des marchés financiers ("AMF") in France on 8 June 2022, the first supplement to the Base Prospectus dated 30 August 2022 which received approval n°22-362 from the AMF on 30 August 2022 and the second supplement to the Base Prospectus dated 7 November 2022 which received approval n°22-431 from the AMF on 7 November 2022 which together constitute a prospectus for the purposes of Regulation (EU) 2017/1129, as amended (the "Prospectus Regulation"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 8 of the Prospectus Regulation and must be read in conjunction with such Base Prospectus as so supplemented. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus as so supplemented. The Base Prospectus and the supplements to the Base Prospectus are available for viewing on the websites of (a) the AMF (www.amf- france.org) and (b) Orange (the "Issuer") (www.orange.com) and copies may be obtained at the registered office of Orange.
1. | (i) | Issuer: | Orange | |
2. | (i) | Series Number: | 171 | |
(ii) | Tranche Number: | 1 | ||
3. | Specified Currency or Currencies: | Euro ("€") |
4.Aggregate Nominal Amount:
(i) | Series: | €750,000,000 | |
(ii) | Tranche: | €750,000,000 | |
5. | (i) | Issue Price: | 99.698 per cent. of the Aggregate Nominal |
Amount | |||
6. | Specified Denomination(s): | €100,000 | |
7. | (i) | Issue Date: | 16 November 2022 |
(ii) | Interest Commencement Date: | Issue Date | |
8. | Maturity Date: | 16 November 2031 | |
9. | Interest Basis: | 3.625 per cent. Fixed Rate | |
(further particulars specified below) | |||
10. | Redemption/Payment Basis: | Redemption at par | |
11. | Change of Interest Basis: | Not Applicable |
12. Put/Call Option:
Make Whole Redemption
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Pre-Maturity Call Option
Clean-up Call Option
(further particulars specified below)
13. | (i) | Status of the Notes: | Unsubordinated Notes |
- Dates of corporate authorisations for issuance of the Notes:
Decision of the Board of Directors of the Issuer dated 24 October 2022 and decision of the Chief Executive Officer Delegate, Finance, Performance & Development of the Issuer dated 10 November 2022.
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14. | Fixed Rate Note Provisions | Applicable | |
(i) | Rate of Interest: | 3.625 per cent. per annum payable annually in | |
arrear |
- Interest Payment Date(s): 16 November in each year commencing on 16 November 2023 up to and including the Maturity Date
(iii) | Fixed Coupon Amount: | €3,625 per Note in nominal amount |
(iv) | Broken Amount: | Not Applicable |
(v) | Day Count Fraction: | Actual/Actual - ICMA |
(vi) | Determination Date(s): | 16 November in each year |
(vii) | Business Day Convention: | Not Applicable |
(viii) | Business Centre: | Not Applicable |
(ix) | Party responsible for calculating | Not Applicable |
Interest Amounts (if not the | ||
Calculation Agent): |
15. | Floating Rate Note Provisions | Not Applicable |
16. | Zero Coupon Note Provisions | Not Applicable |
17. | Fixed/Floating Rate Notes Provisions | Not Applicable |
18. | Inflation Linked Notes - Provisions relating to | Not Applicable |
CPI, HICP or US CPI Linked Interest | ||
19. | Call Option | Not Applicable |
- 4 -
20. | Make-Whole Redemption (Condition 7.2.2) | Applicable | |||
(i) | Notice period: | As per Condition 7.2.2 (Make-Whole | |||
Redemption) | |||||
(ii) | Parties to be notified (if other | As per Condition 7.2.2 (Make-Whole | |||
than set out in Condition 7.2.2): | Redemption) | ||||
(iii) | Make-Whole | Redemption | 0.15 per cent. | ||
Margin: | |||||
(iv) | Reference Screen Rate: | Not Applicable | |||
(v) | Reference Security: | The French government bond (Obligations | |||
Assimilables du Trésor) 0 per cent. per annum | |||||
due 25 November 2031, with ISIN | |||||
FR0014002WK3. | |||||
(vi) | If redeemable in part: | ||||
• | Minimum nominal | amount | to | Not Applicable | |
be redeemed: | |||||
• | Maximum nominal amount | to | Not Applicable | ||
be redeemed: | |||||
21. | Pre-Maturity Call Option (Condition 7.2.3) | Applicable | |||
(i) | Pre-Maturity Call Option Date: | 16 August 2031 | |||
(ii) | Notice period: | As per Condition 7.2.3 (Pre-MaturityCall | |||
Option by the Issuer) | |||||
22. | Clean-up Call Option (Condition 7.2.4) | Applicable | |||
(i) | Early Redemption Amount: | €100,000 per Note of €100,000 Specified | |||
Denomination | |||||
(ii) | Clean-Up Percentage: | 25 per cent. of the Aggregate Nominal Amount | |||
23. | Put Option | Not Applicable | |||
24. | Final Redemption Amount of each Note | €100,000 per Note of €100,000 Specified | |||
Denomination | |||||
25. | Inflation Linked Notes - Provisions relating to | Not Applicable | |||
the Final Redemption Amount: |
26. Early Redemption Amount
- Early Redemption Amount(s) of each Note payable on redemption for taxation reasons or an event
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At par as per Condition 7.6 (Redemption for taxation reasons) and Condition 10 (Events of
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Orange SA published this content on 30 November 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 November 2022 10:40:10 UTC.
