As filed with the Securities and Exchange Commission on April 23, 2018
UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F/A
Amendment No.1
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2017
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 1-14712
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ORANGE
(Exact name of Registrant as specified in its charter)
Not applicable (Translation of Registrant’s name into English) | 78 rue Olivier de Serres 75015 Paris France | French Republic (Jurisdiction of incorporation or organization) |
(Address of principal executive offices)
Contact person: Cédric Testut, tel +33 1 44 44 21 05, dirjuridique.dfs@orange.com
78 rue Olivier de Serres, 75015 Paris, France
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class:
American Depositary Shares, each representing one Ordinary Share, nominal value €4.00 per share
Ordinary Shares, nominal value €4.00 per share*
Name of each exchange on which registered, respectively :
New York Stock Exchange
New York Stock Exchange*
* Listed, not for trading or quotation purposes, but only in connection with the registration of the American Depositary Shares pursuant to the requirements of the Securities and Exchange Commission.
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:
Ordinary Shares, nominal value €4.00 per share: 2,660,056,599 at December 31, 2017
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes | No |
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes | No |
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:
Yes | No |
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (• 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes | No |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or an emerging growth company.
See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards* provided pursuant to Section 13(a) of the Exchange Act.
*The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP
International Financial Reporting Standards as issued by the International Accounting Standards Board
Other
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
Item 17 | Item 18 |
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes | No |
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Explanatory Note
This Amendment No. 1 on Form 20-F/A (the “Amendment No. 1”) to the annual report on Form 20-F for Orange (the “Company”) for the fiscal year ended December 31, 2017 (the “2017 Form 20-F”) is being filed solely for the purpose of providing an amended Exhibit 15.1, containing excerpted pages and sections of the amended 2017 Registration Document of the Company, which replaced and superseded the version of such document filed with the French Autorité des marchés financiers on April 4, 2018. The change to Exhibit 15.1 is reflected on page 175 of the document attached hereto as Exhibit 15.1 (Note 6.3 to the Consolidated Financial Statements) where, with respect to the Long Term Incentive Plan or “LTIP” only, it shall be read “organic cash flow (50%)” instead of “the Group’s adjusted EBITDA (50%)”.
All references in the 2017 Form 20-F, as amended by this Amendment No. 1, to the “2017 Registration Document” are references only to those pages and sections attached in amended Exhibit 15.1 to this Amendment No. 1.
This Amendment No. 1 speaks as of the filing date of our annual report on Form 20-F for the fiscal year ended December 31, 2017, filed on April 4, 2018.
Other than as expressly set forth above, the Company has not modified or updated any other disclosures and has made no changes to the items or sections in the Company’s 2017 Form 20-F. Other than as expressly set forth above, this Amendment No. 1 does not, and does not purport to, amend, update or restate the information in any part of the Company’s 2017 Form 20-F or reflect any events that have occurred after the 2017 Form 20-F was filed on April 4, 2018. The filing of this Amendment No. 1, and the inclusion of newly executed certifications, should not be understood to mean that any other statements contained in the original filing are true and complete as of any date subsequent to April 4, 2018. Accordingly, this Amendment No. 1 and Exhibit 15.1 hereto, should be read in conjunction with the 2017 Form 20-F and the documents filed with or furnished to the Securities and Exchange Commission by the Company subsequent to April 4, 2018, including any amendments to such documents.
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ITEM 19 List of exhibits
1.* Bylaws (statuts) of Orange, as amended on June 7, 2016.
2.(c)** Indenture dated March 14, 2001 between Orange (formerly France Telecom) and, inter alia, Citibank, NA as Trustee.
8.*** List of Orange’s subsidiaries: the information set forth in note 18 Main consolidated entities to the consolidated financial statements included in Item 18 Financial statements is incorporated herein by reference.
12.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
12.2 Certification of Chief Executive Officer Delegate acting in his capacity as Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
13.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002.
13.2 Certification of Chief Executive Officer Delegate acting in his capacity as Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002.
15.1 Excerpt of the pages and sections of the amended 2017 Registration Document that are incorporated herein by reference.
15.2*** Consent of Ernst & Young Audit as auditors of Orange.
15.3*** Consent of KPMG S.A. as auditors of Orange.
* Incorporated by reference to Orange’s annual report on Form 20-F for the year ended December 31, 2016.
** Incorporated by reference to Orange’s annual report on Form 20-F for the year ended December 31, 2000, as filed with the Securities and Exchange Commission on May 29, 2001.
*** Filed previously
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The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this Amendment No. 1 to the annual report on its behalf.
ORANGE
/s/ Ramon Fernandez
Name: | Ramon Fernandez |
Title: | Chief Executive Officer Delegate, Finance and Strategy |
Paris, France
April 23, 2018