Orange has taken a balanced approach which allows it to reduce the Group’s exposure to BT Group plc (BT), while keeping exposure to a potential future share price increase through its residual stake.

• Sale of 133 million BT shares through a private placement by way of an accelerated bookbuilding, of which circa 64 million shares sold to eligible institutional and qualified investors and circa 69 million shares acquired by BT and its Employee Share Ownership Trust.
• Simultaneous issuance of bonds exchangeable into BT shares at a negative interest rate after hedging in euro for an amount of GBP 517 million due June 2021.

Orange thus sells approximately 1.33% of the share capital of BT for around GBP 383 million, corresponding to a selling price of 288 pence per share which represents a very tight discount of 0.59% on the closing price.

The exchangeable bonds, with a maturity of 4 years (except in the case of early redemption), will be issued on 27 June 2017 with an initial exercise price of 389 pence, corresponding to a premium of 35% on the selling price of shares part of the accelerated bookbuilding.

Issued in sterling, they will bear a coupon of 0.375%, corresponding to a negative interest rate of -0.50% after hedging in euro. An application will be made for their admission to trading on the Marché Libre d’Euronext Paris.

The exchangeable bonds holders may exercise their exchange right at any time from 7 August 2017 until the 55th calendar day before the maturity date of the bonds.

For their repayment, Orange will have the flexibility to settle in cash, deliver ordinary shares of BT or a combination thereof.

The proceeds of these transactions will be used for the general corporate purposes of Orange.