Sec Form 13G Filing - Bpifrance Participations SA filing for ORANGEORANGE - 2020-02-12

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 

Orange S.A.

(Name of Issuer)

Ordinary shares, nominal value €4.00 per share

(Title of Class of Securities)

684060106 (American Depositary Shares, each representing one ordinary share)

(CUSIP Number)

December 31, 2019

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

1

Name of Reporting Persons
I.R.S. Identification No. of Above Person (Entities Only)
The French Republic acting through Agence des Participations de l’Etat

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
France

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
356,194,433 ordinary shares; 658,257,734 voting rights

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
356,194,433 ordinary shares; 658,257,734 voting rights

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
356,194,433 ordinary shares; 658,257,734 voting rights

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9)
13.4% of the ordinary shares; 21.2% of the voting rights

 

 

12

Type of Reporting Person (See Instructions)
OO

 

2

 

 

1

Name of Reporting Persons
I.R.S. Identification No. of Above Person (Entities Only)
Bpifrance Participations S.A.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
France

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
254,219,602 ordinary shares; 254,219,602 voting rights

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
254,219,602 ordinary shares; 254,219,602 voting rights

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
254,219,602 ordinary shares; 254,219,602 voting rights

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9)
9.6% of the ordinary shares; 8.2% of the voting rights

 

 

12

Type of Reporting Person (See Instructions)
OO

 

3

 

 

1

Name of Reporting Persons
I.R.S. Identification No. of Above Person (Entities Only)
Caisse des Dépôts et Consignations

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
France

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
45,398,917 ordinary shares; 45,398,917 voting rights

 

6

Shared Voting Power
254,219,602 ordinary shares; 254,219,602 voting rights

 

7

Sole Dispositive Power
45,398,917 ordinary shares; 45,398,917 voting rights

 

8

Shared Dispositive Power
254,219,602 ordinary shares; 254,219,602 voting rights

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
299,618,519 ordinary shares; 299,618,519 voting rights

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9)
11.3% of the ordinary shares; 9.7% of the voting rights

 

 

12

Type of Reporting Person (See Instructions)
OO

 

4

 

 

1

Name of Reporting Persons
I.R.S. Identification No. of Above Person (Entities Only)
EPIC Bpifrance

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
France

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
254,219,602 ordinary shares; 254,219,602 voting rights

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
254,219,602 ordinary shares; 254,219,602 voting rights

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
254,219,602 ordinary shares; 254,219,602 voting rights

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9)
9.6% of the ordinary shares; 8.2% of the voting rights

 

 

12

Type of Reporting Person (See Instructions)
OO

 

5

 

 

1

Name of Reporting Persons
I.R.S. Identification No. of Above Person (Entities Only)
Bpifrance S.A.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
France

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
254,219,602 ordinary shares; 254,219,602 voting rights

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
254,219,602 ordinary shares; 254,219,602 voting rights

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
254,219,602 ordinary shares; 254,219,602 voting rights

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9)
9.6% of the ordinary shares; 8.2% of the voting rights

 

 

12

Type of Reporting Person (See Instructions)
OO

 

6

 

Item 1 (a)

Name of Issuer
ORANGE S.A.

Item 1 (b)

Address of Issuer’s Principal Executive Offices:
78, rue Olivier de Serres,

Paris 75015

FRANCE

 

Item 2 (a)

Name of Person Filing:
(i)                                     The French Republic acting through Agence des Participations de l’Etat

(ii)                                  Bpifrance Participations S.A.

(iii)                               Caisse des Dépôts et Consignations

(iv)                              EPIC Bpifrance

(v)                                 Bpifrance S.A.

Item 2 (b)

Address of Principal Business Office:

(i)                                   139, rue de Bercy

Télédoc 228

75572 Paris Cedex 12

France

 

(ii)                                27-31, avenue du Général Leclerc

94710 Maisons-Alfort Cedex

France

 

(iii)                             56, rue de Lille, 75007 Paris, France

 

(iv)                            27-31, avenue du Général Leclerc

94710 Maisons-Alfort Cedex

France

 

(v)                               27-31, avenue du Général Leclerc

94710 Maisons-Alfort Cedex

France

Item 2 (c)

Citizenship:
France

Item 2 (d)

Title of Class of Securities:
Ordinary Shares, nominal value value €4.00 per share

Item 2 (d)

CUSIP Number:
684060106 (American Depositary Shares, each representing one ordinary share)

 

Item 3

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is:

 

Not applicable

 

7

 

Item 4

Ownership:

Please see Items 5, 6, 7, 8, 9 and 11 of each cover sheet for each filing entity.

 

Ownership is stated as of December 31, 2019 and the ownership percentages are based on 2,660,056,599 ordinary shares outstanding and 3,098,753,359 voting rights outstanding, each as of December 31, 2019, as disclosed by Orange S.A. on January 14, 2020.

 

Item 5

Ownership of Five Percent or Less of a Class:

Not applicable.

 

Item 6

Ownership of More than Five Percent on Behalf of Another Person:

Not applicable.

 

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

For the identity of each member of the Group and a description of the relevant shareholders’ agreement, see Exhibit 1 of the Amendment No. 1 to the Schedule 13G, filed as Exhibit 99.1, by the Reporting Persons on February 13, 2017, which is incorporated herein by reference.

 

Item 8

Identification and Classification of Members of the Group:

For the identity of each member of the Group and a description of the relevant shareholders’ agreement, see Exhibit 1 of the Amendment No. 1 to the Schedule 13G, filed as Exhibit 99.1, by the Reporting Persons on February 13, 2017, which is incorporated herein by reference.  See also Item 4 above.

 

Item 9

Notice of Dissolution of Group:

Not applicable.

 

Item 10

Certification:

Not applicable.

 

8

 

SCHEDULE 13G

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 12, 2020

The French Republic acting through Agence des Participations de l’Etat

 

 

 

By:

/s/ Martin Vial

 

Name:

Martin Vial

 

Title:

Chairman of the Agence des Participations de l’Etat
(Commissaire aux participations de l’Etat)

 

 

 

 

 

 

Bpifrance Participations S.A.

 

 

 

By:

/s/ Sophie Paquin

 

Name:

Sophie Paquin

 

Title:

Director of Legal Affairs

 

 

 

 

Caisse Des Dépôts et Consignations

 

 

 

By:

/s/ Eric Flammarion

 

Name:

Eric Flammarion

 

Title:

Head of Financial Investment Division

 

 

 

 

Epic Bpifrance

 

 

 

By:

/s/ Sophie Paquin

 

Name:

Sophie Paquin

 

Title:

Director of Legal Affairs

 

 

 

 

Bpifrance S.A.

 

 

 

By:

/s/ Sophie Paquin

 

Name:

Sophie Paquin

 

Title:

Director of Legal Affairs

 

9

 

Exhibit Index

 

Exhibit No.

 

Document

 

 

 

99.1

 

Exhibit 1 (incorporated by reference to Exhibit 99.1 of the Amendment No. 1 to the Schedule 13G filed by The French Republic acting through Agence des Participations de l’Etat, Bpifrance Participations S.A., Caisse Des Dépôts et Consignations, Epic Bpifrance and Bpifrance S.A. on February 14, 2017).

 

10