Orange’s Decision to Voluntarily Delist and Deregister
Orange has made an important announcement about its listing status on the New York Stock Exchange (NYSE). The company has decided to voluntarily delist its American Depositary Shares (ADS) and deregister from the U.S. Securities and Exchange Commission (SEC). This decision, reached by the Board of Directors, is aimed at streamlining operations and reducing administrative tasks.
Reasoning Behind the Delisting
After thorough consideration, the Board concluded that moving away from the NYSE would be beneficial. Orange took into account the extensive financial and regulatory demands tied to maintaining its listing and SEC registration. With this shift, Orange is focusing on improving corporate governance, transparency, and overall efficiency.
Even after delisting from the NYSE, Orange will maintain its American Depositary Receipt (ADR) program. This ensures that investors can keep their ADRs and continue trading on the U.S. Over-The-Counter (OTC) market. By doing so, Orange is making sure investors can access their investments while simplifying the complexities that come with foreign listings.
Details on Reporting and Compliance
Once the delisting process is finalized, Orange remains committed to sharing key financial information. The company will keep publishing its quarterly and annual reports in both French and English, following the International Financial Reporting Standards (IFRS). Investors can stay updated about the company’s financial position through additional communications on Orange's website.
Availability of Shares
Orange's shares will continue to be actively traded on Euronext Paris, which is where most of its domestic and international investors currently operate. This strategy helps the company maintain a strong market presence while simplifying its U.S. operations.
Next Steps in the Delisting Process
To proceed with the delisting, Orange plans to submit an application using Form 25 to the SEC within the upcoming quarter. Once this form is submitted, the delisting will take effect after a ten-day period. After delisting, Orange will file a Form 15F to terminate its reporting requirements under the Exchange Act.
Impact on Debt Securities
As part of the delisting, Orange will also deal with its debt securities, which include the 9.00% notes due on March 1, 2031, along with the 5.375% notes maturing on January 13, 2042, and the 5.50% notes maturing on February 6, 2044. The deregistration process for these will happen roughly 90 days after the filing.
Initiating a Consent Solicitation
In relation to the outstanding notes, Orange plans to begin a consent solicitation to amend the Indenture for the 2031 Notes. This effort seeks to align the reporting requirements with French laws that apply to companies listed on Euronext Paris.
Consent Meeting for Noteholders
A consent meeting will be held for the Noteholders of the 2031 Notes, facilitating discussion and approval of the proposed changes. More information about the consent solicitation will be detailed in the memorandum shared with registered holders.
About Orange
Orange is a leading global player in telecommunications, reporting 39.7 billion euros in revenue recently and employing around 128,000 people worldwide. It serves a customer base of 285 million and has a solid footprint in both mobile and fixed broadband sectors, operating in 26 countries. Additionally, the company provides IT and telecom services to multinational corporations through Orange Business.
Earlier in 2023, Orange introduced its strategic plan, "Lead the Future," which emphasizes responsibility and service quality to strengthen its market position. This initiative reflects Orange's dedication to delivering high-quality service while improving operational efficiency.
Orange continues to be listed on Euronext Paris under the symbol ORA and remains a key player in the global telecommunications market. For more details, visit www.orange.com or check out Orange’s updates on X: @orangegrouppr.
Frequently Asked Questions
What led to Orange's decision to delist from the NYSE?
Orange's choice to delist is aimed at reducing the financial and administrative burdens that come with maintaining its NYSE listing, enhancing its operational efficiency.
How will investors be affected by this delisting?
Investors can still trade their ADRs on the U.S. OTC market, as Orange plans to keep its ADR program intact.
Will Orange continue to release financial reports?
Yes, Orange will keep publishing its quarterly and annual reports in accordance with IFRS standards.
What will happen to Orange's debt securities after the delisting?
As part of the delisting, Orange will deregister certain debt securities to ensure compliance with French law in reporting.
What is the main goal of the "Lead the Future" strategic plan?
This strategic initiative focuses on enhancing responsibility and service quality, reinforcing Orange's position in the market while driving operational improvements.
