Orange Ord Regulatory News (0OQV)

22 Nov 2005 10:53

HSBC Bank plc22 November 2005 22nd November 2005 Not for distribution, directly or indirectly, in or into the United States orany jurisdiction in which such distribution would be unlawful. France Telecom Stabilisation Notice HSBC (contact: Stephanie Rawles ; telephone: +44 207 991 5856) hereby givesnotice that the Stabilising Managers named below may stabilise the offer of thefollowing securities in accordance with Commission Regulation (EC) No. 2273/2003implementing the Market Abuse Directive (2003/6/EC). The securities: Issuer: France Telecom Guarantor (if any): None Description: - FRANCE TELECOM, rated A3/A-/A- (stable/ positive/stable) has mandated DRESDNER, HSBC and RBS as joint bookrunners for a long-dated Sterling denominated benchmark bond. Launch is expected in the near future, subject to market conditions. Listing Lux. FSA/ICMA stabilisation. Stabilisation: Stabilising Manager(s): HSBC Bank plc Dresdner Kleinwort Wasserstein The Royal Bank of Scotland plc. Stabilisation period expected to start on: 22nd November 2005 Stabilisation period expected to end no later than: 22nd November 2005 (30 days after the proposed issue date of the securities) Maximum size of over-allotment facility: 15% of the aggregate nominal amount. In connection with the offer of the above securities, the Stabilising Managersmay over-allot the securities or effect transactions with a view to supportingthe market price of the securities at a level higher than that which mightotherwise prevail. However, there is no assurance that the Stabilising Manager(s) will take any stabilisation action and any stabilisation action, if begun,may be ended at any time. This announcement is for information purposes only and does not constitute aninvitation or offer to underwrite, subscribe for or otherwise acquire or disposeof any securities of the Issuer in any jurisdiction. This announcement and the offer of the securities to which it relates are onlyaddressed to and directed at persons outside the United Kingdom and persons inthe United Kingdom who have professional experience in matters related toinvestments or who are high net worth persons within article 12(5) of theFinancial Services and Markets Act 2000 (Financial Promotion) Order 2005 andmust not be acted on or relied on by other persons in the United Kingdom. Article 8(4) of the Regulation requires disclosure of the terms of the offer(including the spread to the benchmark, if any, once it has been fixed). 2 Article 9(1)(d) requires disclosure of the identity of the stabilisationmanagers. 3 Article 9(1)(c) requires disclosure of the beginning of the stabilisationperiod. 4 Article 9(1)(c) requires disclosure of the end of the stabilisation period. 5 Alternatively, if shorter, the stabilisation period must end no later than 60days after the date of the allotment. 6 Article 9(1)(e) requires disclosure of the existence and maximum size of anyoverallotment facility. The disclosure should reflect the terms of theunderwriting/dealer agreement. 7 Article 9(1)(a) of the Regulation requires disclosure of the fact thatstabilisation may be undertaken, that there is no assurance that it will beundertaken and that it may be stopped at any time. 8 Article 12(4)(a) and (b) and (5) of the Financial Promotion Order. Inaddition, in order to rely on the safe harbour under article 12(3), thecommunication should not be referred to in, or be directly accessible from, anyother communication made to or directed at other kinds of persons in the UK bythe co-ordinating stabilising manager (article 12(4)(c) and (6)(c) FinancialPromotion Order) and the co-ordinating stabilising manager should have in placeproper systems and procedures to prevent recipients in the UK (other than thoseto whom the communication might otherwise lawfully have been made by theco-ordinating stabilising manager or a member In addition, if and to the extent that this announcement is communicated in, orthe offer of the securities to which it relates is made in, any EEA Member Statethat has implemented Directive 2003/71/EC (together with any applicableimplementing measures in any Member State, the "Prospectus Directive") beforethe publication of a prospectus in relation to the securities which has beenapproved by the competent authority in that Member State in accordance with theProspectus Directive (or which has been approved by a competent authority inanother Member State and notified to the competent authority in that MemberState in accordance with the Prospectus Directive), this announcement and theoffer are only addressed to and directed at persons in that Member State who arequalified investors within the meaning of the Prospectus Directive (or who areother persons to whom the offer may lawfully be addressed) and must not be actedon or relied on by other persons in that Member State. This announcement is not an offer of securities for sale into the United States.The securities have not been, and will not be, registered under the UnitedStates Securities Act of 1933 and may not be offered or sold in the UnitedStates absent registration or an exemption from registration. There will be nopublic offer of securities in the United States. END 8 Article 12(4)(a) and (b) and (5) of the Financial Promotion Order. Inaddition, in order to rely on the safe harbour under article 12(3), thecommunication should not be referred to in, or be directly accessible from, anyother communication made to or directed at other kinds of persons in the UK bythe co-ordinating stabilising manager (article 12(4)(c) and (6)(c) FinancialPromotion Order) and the co-ordinating stabilising manager should have in placeproper systems and procedures to prevent recipients in the UK (other than thoseto whom the communication might otherwise lawfully have been made by theco-ordinating stabilising manager or a member of its group) engaging ininvestment activity to which the announcement relates with the co-ordinatingstabilising manager or a member of its group (article 12(4)(e) FinancialPromotion Order). 9 Article 3(2) Prospectus Directive. This information is provided by RNS The company news service from the London Stock Exchange