Orange Takes Strategic Steps to Improve Efficiency with Delisting
Orange’s Decision to Voluntarily Delist and Deregister
Orange has announced a significant decision concerning its presence on the New York Stock Exchange (NYSE). The company intends to voluntarily delist its American Depositary Shares (ADS) and deregister from the U.S. Securities and Exchange Commission (SEC). This move, decided by the Board of Directors, aims to streamline operations and reduce administrative burdens.
Rationale Behind the Delisting
The decision to move away from the NYSE was made after careful evaluation by the Board. Orange considered the extensive financial and regulatory obligations involved in maintaining its listing and SEC registration. With this change, Orange is committed to enhancing corporate governance, transparency, and efficiency.
Despite this delisting from the NYSE, Orange will continue to sustain its American Depositary Receipt (ADR) program. This initiative will allow investors to retain their ADRs, facilitating ongoing trading on the U.S. Over-The-Counter (OTC) market. This approach ensures that investors have access to their investments while reducing the complexities associated with foreign listings.
Details on Reporting and Compliance
After the delisting is finalized, Orange remains dedicated to providing essential financial information. The company will continue to publish its quarterly and annual reports in both French and English, adhering to International Financial Reporting Standards (IFRS). Further communications will be made available through Orange's website, ensuring investors remain informed about the company's financial standing.
Continued Availability of Shares
Orange’s shares will still be actively traded on Euronext Paris, where the majority of its domestic and international investors currently transact. This focus allows the company to maintain a robust market presence while simplifying its operations in the U.S.
Next Steps in the Delisting Process
To proceed with delisting, Orange plans to file an application using Form 25 with the SEC during the upcoming quarter. Once this form is filed, the delisting will be effective after a ten-day period. Following the delisting, Orange will submit a Form 15F, terminating its reporting responsibilities under the Exchange Act.
Potential Impact on Debt Securities
Alongside the delisting, Orange will also address its debt securities, including the 9.00% notes maturing on March 1, 2031, as well as the 5.375% notes due January 13, 2042, and 5.50% notes due February 6, 2044. A deregistration process will follow, taking effect approximately 90 days after filing.
Launching a Consent Solicitation
In connection with the outstanding notes, Orange plans to initiate a consent solicitation to modify the Indenture governing the 2031 Notes. This process aims to align the reporting regulations with French laws applicable to companies listed on Euronext Paris.
Consent Meeting for Noteholders
A consent meeting will be convened for the Noteholders of the 2031 Notes, allowing for discussion and approval of the proposed amendments. Further details regarding the consent solicitation are outlined in the memorandum provided to registered holders.
About Orange
Orange, a global leader in telecommunications, reported revenues of 39.7 billion euros recently and employs approximately 128,000 individuals worldwide. With a customer base of 285 million, including a strong presence in mobile and fixed broadband sectors, the company operates across 26 countries. Orange also offers IT and telecommunications services to multinational companies through Orange Business.
In early 2023, Orange introduced its strategic plan, "Lead the Future," focusing on responsibility and service quality to enhance its market position. This initiative highlights Orange's commitment to delivering excellence while optimizing operational efficiency.
Orange continues to be listed on Euronext Paris under the symbol ORA and remains an essential player in the global telecommunications landscape. For more information, visit www.orange.com or follow Orange on X: @orangegrouppr.
Frequently Asked Questions
What motivated Orange's delisting from the NYSE?
Orange aims to reduce financial and administrative burdens associated with maintaining the NYSE listing, thereby increasing operational efficiency.
How will the delisting affect Orange's investors?
Investors will still be able to trade their ADRs on the U.S. OTC market as Orange will maintain its ADR program.
Will Orange continue to provide financial updates?
Yes, Orange will continue to publish quarterly and annual financial statements in accordance with IFRS.
What changes will occur regarding Orange’s debt securities?
Orange plans to deregister certain debt securities as part of the delisting process, aligning their reporting with French law.
What is the strategic objective behind "Lead the Future"?
This strategic plan emphasizes responsibility and service quality, reinforcing Orange's leadership and operational improvements.
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