Obligation Orango S.A. 5.25% ( XS0236800412 ) en GBP

Société émettrice Orango S.A.
Prix sur le marché 100 %  ▼ 
Pays  France
Code ISIN  XS0236800412 ( en GBP )
Coupon 5.25% par an ( paiement annuel )
Echéance 05/12/2025 - Obligation échue



Prospectus brochure de l'obligation Orange S.A XS0236800412 en GBP 5.25%, échue


Montant Minimal /
Montant de l'émission /
Description détaillée Orange S.A. est une multinationale française des télécommunications fournissant des services de téléphonie mobile, internet et télévision dans plusieurs pays.

L'Obligation émise par Orango S.A. ( France ) , en GBP, avec le code ISIN XS0236800412, paye un coupon de 5.25% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 05/12/2025







BASE PROSPECTUS

Dated 19 September, 2005

FRANCE TELECOM
EUR 30,000,000,000
Euro Medium Term Note Programme

On 19 December, 2002 France Telecom, a French société anonyme (the "Issuer"), entered into a EUR 30,000,000,000 Euro Medium
Term Note Programme (the "Programme") and issued an offering circular on that date describing the Programme. This Base
Prospectus supersedes all previous offering circulars prepared in connection with the Programme. Any Notes (as defined below) issued
under the Programme on or after the date of this Base Prospectus are issued subject to the provisions described herein. This does not
affect any Notes already in issue.
Under the Programme, the Issuer may from time to time issue notes in bearer form (the "Notes") denominated in any currency agreed
between the Issuer and the relevant Dealer (as defined below).
The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed EUR
30,000,000,000 (or its equivalent in other currencies calculated as described herein). A description of the restrictions applicable at the
date of this Base Prospectus relating to the maturity of certain Notes is set out under "Summary of the Programme".
The Notes may be issued on a continuing basis to one or more of the Dealers specified under "Summary of the Programme" and any
additional Dealer appointed under the Programme from time to time, which appointment may be for a specific issue or on an ongoing
basis (each a "Dealer" and together the "Dealers"). References in this Base Prospectus to the "relevant Dealer" shall, in the case of an
issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes.
An Investment in Notes issued under the Programme involves certain risks. For a discussion of these see "Risk Factors" on page 14
herein.
Application has been made to the Luxembourg Stock Exchange for Notes issued under the Programme described in this Base
Prospectus during the period of 12 months from the date hereof to be admitted to trading on the Luxembourg Stock Exchange's
regulated market and to list Notes on the Luxembourg Stock Exchange. Notice of the aggregate nominal amount of Notes, interest (if
any) payable in respect of Notes, the issue price of Notes and any other terms and conditions not contained herein which are applicable
to each Tranche (as defined under "Terms and Conditions of the Notes") of Notes will be set out in a final terms (the "Final Terms")
which, with respect to Notes to be listed on the Luxembourg Stock Exchange, will be filed with the Commission de Surveillance du
Secteur Financier (the "CSSF").
The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock
exchange(s) or market(s) as may be agreed between the Issuer and the relevant Dealer. The Issuer may also issue unlisted Notes and/or
Notes not admitted to trading on any market.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended, (the "Securities Act")
and are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the
United States or to U.S. Persons (see "Subscription and Sale" below).
The Notes of each Tranche will initially be represented by a temporary global Note which will be deposited on the issue date thereof
with a common depositary on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear") and Clearstream
Banking, société anonyme ("Clearstream, Luxembourg") and/or any other agreed clearance system and which will be exchangeable, as
specified in the applicable Final Terms, for either a permanent global Note or Notes in definitive form, in each case upon certification
as to non-U.S. beneficial ownership as required by U.S. Treasury regulations. The applicable Final Terms will specify that a permanent
global Note either (i) is exchangeable (in whole but not in part) for definitive Notes upon request on not less than 60 days' notice or
(ii) is only exchangeable (in whole but not in part) for definitive Notes, following the occurrence of an Exchange Event (as defined in
"Form of the Notes"), all as further described in "Form of the Notes" below.
The Issuer may agree with any Dealer that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes
herein, in which event (in the case of Notes intended to be listed on the Luxembourg Stock Exchange) a supplemental Base
Prospectus, if appropriate, will be made available which will describe the effect of the agreement reached in relation to such Notes.
Arrangers
BNP PARIBAS
Merrill Lynch Capital Markets (France) SAS
Dealers
ABN AMRO
BNP PARIBAS
Citigroup
Deutsche Bank
Goldman Sachs International
HSBC CCF
JPMorgan
Merrill Lynch International
Nomura International
SG Corporate & Investment Banking






This Base Prospectus comprises a base prospectus for the purposes of Article 5.4 of
Directive 2003/71/EC (the "Prospectus Directive").
This Base Prospectus does not constitute a "prospectus" for the purposes of the Prospectus
Directive in respect of any Notes (i) involving an offer to the public outside the EEA (if so
specified in the applicable Final Terms) or of a type listed in Article 3.2 of the Prospectus
Directive and (ii) which are not admitted to trading on a regulated market under Article 3.3
of the Prospectus Directive (any such Notes, Exempt Notes).
The Issuer (the Responsible Person) accepts responsibility for the information contained in
this Base Prospectus and declares that, having taken all reasonable care to ensure that such is
the case, the information contained in this Base Prospectus is, to the best of its knowledge, in
accordance with the facts and contains no omission likely to affect its import.
Copies of Final Terms will be available free of charge from the head office of the Issuer and
the specified office of each of the Paying Agents (as defined below), in each case at the
address given at the end of this Base Prospectus.
This Base Prospectus is to be read in conjunction with all documents which are incorporated
herein by reference (see "Documents Incorporated by Reference" below). This Base
Prospectus shall be read and construed on the basis that such documents are incorporated and
form part of this Base Prospectus.
The Arrangers and Dealers have not independently verified the information contained herein.
Accordingly, no representation, warranty or undertaking, express or implied, is made and no
responsibility or liability is accepted by the Arrangers or the Dealers as to the accuracy or
completeness of the information contained or incorporated in this Base Prospectus or any
other information provided by the Issuer in connection with the Programme or the Notes or
their distribution. The statements made in this paragraph are made without prejudice to the
responsibility of the Issuer under the Programme. No Arranger or Dealer accepts any liability
in relation to the information contained or incorporated by reference in this Base Prospectus
or any information provided by the Issuer in connection with the Programme.
No person is or has been authorised by the Issuer to give any information or to make any
representation not contained in or not consistent with this Base Prospectus or any other
information supplied in connection with the Programme or the Notes and, if given or made,
such information or representation must not be relied upon as having been authorised by the
Issuer or any of the Dealers.
Neither this Base Prospectus nor any other information supplied in connection with the
Programme or any Notes (i) is intended to provide the basis of any credit or other evaluation
or (ii) should be considered as a recommendation or constituting an invitation or offer by the
Issuer or any of the Dealers that any recipient of this Base Prospectus or any other
information supplied in connection with the Programme or any Notes should purchase any
Notes. Each investor contemplating purchasing any Notes should make its own independent
investigation of the financial condition and affairs, and its own appraisal of the
creditworthiness, of the Issuer. Neither this Base Prospectus nor any other information
supplied in connection with the Programme or the issue of any Notes constitutes an offer by
or on behalf of the Issuer or any of the Dealers to any person to subscribe for or to purchase
any Notes.
Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Notes
shall in any circumstances imply that the information contained herein concerning the Issuer
is correct at any time subsequent to the date hereof or that any other information supplied in


2






connection with the Programme is correct as of any time subsequent to the date indicated in
the document containing the same. The Dealers expressly do not undertake to review the
financial condition or affairs of the Issuer during the life of the Programme or to advise any
investor in the Notes of any information coming to their attention. Investors should review,
inter alia, the most recently published documents incorporated by reference into this Base
Prospectus when deciding whether or not to purchase any Notes.
This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy
any Notes in any jurisdiction to any person to whom it is unlawful to make the offer or the
solicitation in such jurisdiction. The distribution of this Base Prospectus and the offer or sale
of Notes may be restricted by law in certain jurisdictions. The Issuer and the Dealers do not
represent that this document may be lawfully distributed, or that any Notes may be lawfully
offered, in compliance with any applicable registration or other requirements in any such
jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility
for facilitating any such distribution or offering. In particular, no action has been taken by the
Issuer or the Dealers which would permit a public offering of any Notes outside the European
Economic Area or distribution of this Base Prospectus in any jurisdiction where action for
that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly,
and neither this Base Prospectus nor any advertisement or other offering material may be
distributed or published in any jurisdiction, except under circumstances that will result in
compliance with any applicable laws and regulations and the Dealers have represented that all
offers and sales by them will be made on the same terms. Persons into whose possession this
Base Prospectus or any Notes may come must inform themselves about, and observe, any
such restrictions on the distribution of this Base Prospectus and the offering and sale of Notes.
In particular, there are restrictions on the distribution of this Base Prospectus and the offer or
sale of Notes in the United States, the European Economic Area (including the United
Kingdom and France) and Japan (see "Subscription and Sale" below).
All references in this document to "USD", "U.S. dollars", "U.S.$", "$" and "U.S. cent" refer to
the currency of the United States of America, those to "Japanese Yen" and "Yen" refer to the
currency of Japan, those to "Sterling" and "£" refer to the currency of the United Kingdom,
those to "Swiss francs" refer to the currency of Switzerland, those to "", "euro" and "EUR"
refer to the currency introduced at the start of the third stage of European economic and
monetary union pursuant to the Treaty establishing the European Community, as amended.


3






TABLE OF CONTENTS

Page
Summary of the Issuer .................................................................................................
5
Overview of the Programme ........................................................................................
8
Risk Factors ................................................................................................................
14
Investment Considerations...........................................................................................
34
Regulatory Framework ................................................................................................
35
Documents Incorporated by Reference.........................................................................
36
Form of the Notes........................................................................................................
40
Applicable Final Terms ...............................................................................................
42
Terms and Conditions of the Notes ..............................................................................
58
Use of Proceeds...........................................................................................................
83
Recent Developments...........................................................................
84
Report of the Auditors on the estimates for the first six months of 2005 .......................
120
Information on IFRS....................................................................................................
124
Report of the Auditors on the consolidated financial statements restated in
176
accordance with IFRS for the financial year 2004 ........................................................
Subscription and Sale ..................................................................................................
177
Taxation ......................................................................................................................
181
General Information ....................................................................................................
184


In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as
the Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s) in the
applicable Final Terms may over-allot Notes (provided that, in the case of any Tranche of
Notes to be admitted to trading on a regulated market in the European Economic Area, the
aggregate principal amount of Notes allotted does not exceed 105 per cent. of the aggregate
principal amount of the relevant Tranche) or effect transactions with a view to supporting the
market price of the Notes at a level higher than that which might otherwise prevail. However,
there is no assurance that the Stabilising Manager(s) (or persons acting on behalf of a
Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin
on or after the date on which adequate public disclosure of the terms of the offer of the
relevant Tranche of Notes is made and, if begun, may be ended at any time, but it must end no
later than the earlier of 30 days after the issue date of the relevant Tranche of Notes and 60
days after the date of the allotment of the relevant Tranche of Notes.


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SUMMARY OF THE ISSUER
This summary must be read as an introduction to this Base Prospectus and any
decision to invest in any Notes should be based on a consideration of this Base Prospectus
as a whole, including the documents incorporated by reference. Following the
implementation of the relevant provisions of the Prospectus Directive in each Member State
of the European Economic Area no civil liability will attach to the Responsible Persons in
any such Member State in respect of this Summary, including any translation hereof,
unless it is misleading, inaccurate or inconsistent when read together with the other parts
of this Base Prospectus. Where a claim relating to information contained in this Base
Prospectus is brought before a court in a Member State of the European Economic Area,
the plaintiff may, under the national legislation of the Member State where the claim is
brought, be required to bear the costs of translating the Base Prospectus before the legal
proceedings are initiated.
Words and expressions defined in the "Form of Notes" and "Terms and Conditions of
the Notes" shall have the same meanings in this summary.

History and development of Presentation of the company
the Issuer:
The purpose of France Telecom, with its principal subsidiaries,
is to offer its consumers, business customers and other
telecommunications operators, a broad selection of services
ranging from fixed line and wireless telephony, data
transmission, internet and multimedia services and other
value-added services.
France Telecom pursues a strategy of integrated operator,
which has been demonstrated notably by the acquisition of
minority interests in Orange, Wanadoo and Equant, the
integration of Wanadoo within France Telecom S.A., the
implementation of a new organization for the Group and the
introduction of new services.
In addition, there was a significant change in the France
Telecom shareholder base on 7 September, 2004 and 7 June,
2005, when the French State sold respectively 10.85 per cent.
and 6.2 per cent. of its France Telecom stock held directly or
indirectly. Following these transactions, the French State held
directly or indirectly 34.90 per cent. of the capital stock of
France Telecom.
Business sectors
Since 1 January, 2005, France Telecom has changed the
segmentation of its business sectors as described below:
- the Personal Communication Services segment ("Personal")
is responsible for the development of all wireless telephone
activities in France, the United Kingdom, Poland and the rest
of the world;
- the Residential Communications Services segment ("Home")
is now responsible for all residential communications services


5






(fixed-line telephony, Internet services, operator services) and
the revenues from the distribution and support functions
provided by other branches of the Group;
- the Business segment is responsible for the development and
sale of communications services to businesses throughout the
world; and
- the Directories segment consolidates the activities of the
subsidiary of Groupe Pages Jaunes.
Recent Developments:
Preliminary results at 30 June, 2005
On 28 July, 2005, France Telecom presented its estimated
earnings for the first six months of 2005. These were produced
in accordance with the usual process of compiling the six-
monthly consolidated France Telecom Group accounts. The
accounts have been prepared in accordance with the same
principles used for the production of the adjusted consolidated
IFRS accounts for the fiscal year 2004. This information
remains unchanged as at the date of this document.
The key figures are provided below.

In billions of euros
At 30 June,
Change (%)
At 31 December,
2005
2004
2005/2004
2004
(historical)
(historical)
(historical)
Revenue 23.7
22.7
4.5%
46.2
Gross operating margin
9.3
8.8
6.2%
17.9
Operating income
6.5
4.3
49.9%
9.3
Net income (Group 3.4 1.0
223%
3.0
share)
Tangible and intangible
capital expenditures 2.7 2.1
31.1%
5.1
(CAPEX) (1)





Organic cash flow*(2) 2.9 3.3
(10.7%)
7.6





Net financial debt (in
46.3 49.8
billions of euros)

Net debt/gross operation
2.78
margin
2.50**(3)
(1) Tangible and intangible investments excluding GSM and UMTS licenses and excluding investments financed under
leasing agreements.
*(2) Cash flow excluding sales of interests, acquisition of the minority stakes in Wanadoo, Orange, Equant and Orange
Romania and the repayment of Equant CVRs.
**(3) Net debt end of period / (Gross operating margin for the 2nd half of 2004 + and Gross operating margin for the first half
of 2005)

Acquisition
of
Amena
On 27 July, 2005, France Telecom announced that its


6






subsidiary Orange S.A. had signed an agreement to purchase
80 per cent. of the shares of Auna S.A ("Auna"), which holds
the wireless operator with the commercial name of Amena, for
the amount of 6.4 billion. This transaction will be finalized
after the separation of the cable activities of Auna (Auna Tlc).
Following these transactions, the Group will hold 75 to 80 per
cent. of the new entity.
3 million of this acquisition will be financed by a capital
increase and this transaction is in full compliance with the
criteria for the utilization of cash flows defined in the NexT
plan. It should have a positive impact on the "free cash flow"
per share and net earnings per share before amortization of
goodwill after 12 months.


Risk Factors:
There are certain factors that may affect the Issuer's ability to
fulfill its obligations with respect to Notes issued under the
Programme. These are set out under "Risk Factors" below and
include:
- risks related to France Telecom (debt level, the success of the
strategic programs, the success of the integrated operator
model, the successful integration of the companies acquired,
the risks of the subsidiaries or joint ventures with other
partners, the investments required to supply new services, the
vulnerability of its infrastructure, investigations and litigation);
-
risks related to the telecommunications sector (the
transformation of the sector, strong competition, declining
profitability of certain activities, deregulation, allegations of
health risks); and
- risks related to the financial markets (fluctuations in
exchange rates, changes in interest rates, the volatility of the
France Telecom share and possible future sales by the French
state).
In addition, there are certain factors which are material for the
purpose of assessing the market risks associated with Notes
issued under the Programme (see "Risk Factors").


7






OVERVIEW OF THE PROGRAMME

Description:
Euro Medium Term Note Programme
Arrangers:

BNP Paribas and Merrill Lynch Capital Markets (France) SAS
Dealers:
ABN AMRO Bank N.V.
BNP Paribas
CCF
Citigroup Global Markets Limited
Deutsche Bank AG, London Branch
Goldman Sachs International
J.P. Morgan Securities Ltd.
Merrill Lynch International
Nomura International plc
Société Générale

Further Dealers may be appointed from time to time by the
Issuer in accordance with the provisions of the Programme
Agreement.
Certain Restrictions:
Each issue of Notes denominated in a currency in respect of
which particular laws, guidelines, regulations, restrictions or
reporting requirements apply will only be issued in
circumstances which comply with such laws, guidelines,
regulations, restrictions or reporting requirements from time to
time (see "Subscription and Sale") including the following
restrictions applicable at the date of this Base Prospectus.
Notes with a maturity of less than one year
Notes having a maturity of less than one year will, if the
proceeds of the issue are accepted in the United Kingdom,
constitute deposits for the purposes of the prohibition on
accepting deposits contained in section 19 of the Financial
Services and Markets Act 2000 unless they are issued to a
limited class of professional investors and have a
denomination of at least £100,000 or its equivalent, see
"Subscription and Sale".
Under the Luxembourg Law on Prospectuses for Securities,
which implements the Prospectus Directive, prospectuses for
the listing of money market instruments having a maturity at
issue of less than 12 months and complying also with the
definition of securities are not subject to the approval
provisions of such law and do not need to be approved by the
CSSF.
Issuing and Principal
Citibank, N.A.
Paying Agent:
Agency Agreement:
The Agency Agreement (as defined in the "Terms and
Conditions of the Notes") entered into in relation to the Notes
principally contains provisions relating to the payment and
administrative procedures relating to the Notes. In addition, it
contains the forms of temporary global note, permanent global


8






note, global certificate, definitive notes and certificates and
provisions relating to meetings of Noteholders. The key
provisions of the Agency Agreement applicable to holders of
Notes are contained in the Terms and Conditions of the Notes
(see also "General Information--Documents Available").
Programme Size:
Up to EUR 30,000,000,000 (or its equivalent in other
currencies calculated as described herein under "General
Description of the Programme") outstanding at any time. The
Issuer may increase the amount of the Programme in
accordance with the terms of the Programme Agreement.
Distribution:
Notes may be distributed by way of private or public
placement and in each case on a syndicated or non-syndicated
basis.
Currencies:
Subject to any applicable legal or regulatory restrictions, such
currencies as may be agreed between the Issuer and the
relevant Dealer(s) (as indicated in the applicable Final Terms).
Redenomination:
The applicable Final Terms may provide that certain Notes
may be redenominated in euro. The terms of such
redenomination shall be as set out in Condition 17 as amended
by the applicable Final Terms.
Maturities:
Such maturities as may be agreed between the Issuer and the
relevant Dealer and as indicated in the applicable Final Terms,
subject to such minimum or maximum maturities as may be
allowed or required from time to time by the relevant central
bank (or equivalent body) or any laws or regulations
applicable to the Issuer or the relevant Specified Currency.
Issue Price:
Notes may be issued on a fully-paid or a partly-paid basis and
at an issue price which is at par or at a discount to, or premium
over, par.
Form of Notes:
Each Tranche of Notes will be in bearer form and will initially
be represented by a temporary global Note which will be
deposited on the relevant Issue Date with a common
depositary for Euroclear and Clearstream, Luxembourg and/or
any other agreed clearance system (including Euroclear
France) and which will be exchangeable, upon request, as
described therein for either a permanent global Note or
definitive Notes (as indicated in the applicable Final Terms
and subject, in the case of definitive Notes, to such notice
period as is specified in the applicable Final Terms), in each
case not earlier than 40 days after the Issue Date upon
certification of non-U.S. beneficial ownership as required by
U.S. Treasury regulations. The applicable Final Terms will
specify that a permanent global Note either (i) is exchangeable
(in whole but not in part) upon request upon not less than 60
days notice or (ii) is only exchangeable (in whole but not in
part) for definitive Notes upon the occurrence of an Exchange
Event, as described in "Form of the Notes" below. Any
interest in a global Note will be transferable only in
accordance with the rules and procedures for the time being of


9






Euroclear, Clearstream, Luxembourg and/or any other agreed
clearance system.
Fixed Rate Notes:
Fixed interest will be payable on such date or dates as may be
agreed between the Issuer and the relevant Dealer(s) (as
indicated in the applicable Final Terms) and on redemption
such interest will be calculated on the basis of such Day Count
Fraction as may be agreed between the Issuer and the relevant
Dealer(s) (as indicated in the applicable Final Terms).
Floating Rate Notes:
Floating Rate Notes will bear interest at a rate determined:

(i)
on the same basis as the floating rate under a
notional interest rate swap transaction in the
relevant Specified Currency governed by an
agreement incorporating the 2000 ISDA
Definitions (as published by the International
Swaps and Derivatives Association, Inc., and as
amended and updated as at the Issue Date of the
first Tranche of the Notes of the relevant Series); or

(ii)
on the basis of a reference rate appearing on the
agreed screen page of a commercial quotation
service; or

(iii)
on such other basis as may be agreed between the
Issuer and the relevant Dealer(s), (as indicated in
the applicable Final Terms).

The margin (if any) relating to such floating rate will be
agreed between the Issuer and the relevant Dealer(s) for each
Series of Floating Rate Notes.
Index Linked Notes:
Payments of principal in respect of Index Linked Redemption
Notes or of interest in respect of Index Linked Interest Notes
will be calculated by reference to such index and/or formula
or to changes in the prices of securities or commodities or to
such other factors as the Issuer and the relevant Dealer(s) may
agree (as indicated in the applicable Final Terms).
Other provisions in relation Floating Rate Notes and Index Linked Interest Notes may also
to Floating Rate Notes and have a maximum interest rate, a minimum interest rate or both
Index Linked Interest
(as indicated in the applicable Final Terms).
Notes:

Interest on Floating Rate Notes and Index Linked Interest
Notes in respect of each Interest Period, as selected prior to
issue by the Issuer and the relevant Dealer, will be payable on
such Interest Payment Dates specified in, or determined
pursuant to, the applicable Final Terms and will be calculated
on the basis of the relevant Day Count Fraction unless
otherwise indicated in the applicable Final Terms.
Dual Currency Notes:
Payments (whether in respect of principal or interest and
whether at maturity or otherwise) in respect of Dual Currency
Notes will be made in such currencies, and based on such
rates of exchange, as the Issuer and the relevant Dealer(s) may


10