| UNITED STATES |
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| SECURITIES AND EXCHANGE COMMISSION |
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| Washington, D.C. 20549 |
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
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, 2015
(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 The French Republic acting through Agence des Participations de l’Etat | |||
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| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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| (a) | x | ||
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| (b) | o | ||
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| 3 | SEC Use Only | |||
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| 4 | Citizenship or Place of Organization | |||
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Number of | 5 | Sole Voting Power | |||
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6 | Shared Voting Power | ||||
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7 | Sole Dispositive Power | ||||
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8 | Shared Dispositive Power | ||||
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
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| 11 | Percent of Class Represented by Amount in Row (9) | |||
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| 12 | Type of Reporting Person (See Instructions) | |||
| 1 | Name of Reporting Persons Bpifrance Participations S.A. | |||
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| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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| (a) | x | ||
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| (b) | o | ||
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| 3 | SEC Use Only | |||
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| 4 | Citizenship or Place of Organization | |||
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Number of | 5 | Sole Voting Power | |||
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6 | Shared Voting Power | ||||
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7 | Sole Dispositive Power | ||||
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8 | Shared Dispositive Power | ||||
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
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| 11 | Percent of Class Represented by Amount in Row (9) | |||
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| 12 | Type of Reporting Person (See Instructions) | |||
| 1 | Name of Reporting Persons Caisse des Dépôts et Consignations | |||
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| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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| (a) | x | ||
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| (b) | o | ||
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| 3 | SEC Use Only | |||
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| 4 | Citizenship or Place of Organization | |||
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Number of | 5 | Sole Voting Power | |||
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6 | Shared Voting Power | ||||
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7 | Sole Dispositive Power | ||||
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8 | Shared Dispositive Power | ||||
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
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| 11 | Percent of Class Represented by Amount in Row (9) | |||
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| 12 | Type of Reporting Person (See Instructions) | |||
| 1 | Name of Reporting Persons EPIC Bpifrance | |||
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| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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| (a) | x | ||
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| (b) | o | ||
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| 3 | SEC Use Only | |||
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| 4 | Citizenship or Place of Organization | |||
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Number of | 5 | Sole Voting Power | |||
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6 | Shared Voting Power | ||||
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7 | Sole Dispositive Power | ||||
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8 | Shared Dispositive Power | ||||
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
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| 11 | Percent of Class Represented by Amount in Row (9) | |||
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| 12 | Type of Reporting Person (See Instructions) | |||
| 1 | Name of Reporting Persons Bpifrance S.A. | |||
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| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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| (a) | x | ||
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| (b) | o | ||
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| 3 | SEC Use Only | |||
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| 4 | Citizenship or Place of Organization | |||
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Number of | 5 | Sole Voting Power | |||
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6 | Shared Voting Power | ||||
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7 | Sole Dispositive Power | ||||
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8 | Shared Dispositive Power | ||||
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
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| 11 | Percent of Class Represented by Amount in Row (9) | |||
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| 12 | Type of Reporting Person (See Instructions) | |||
Item 1 (a) |
| Name of Issuer: | |
Item 1 (b) |
| Address of Issuer’s Principal Executive Offices: Paris 75015 FRANCE | |
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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: 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: | |
Item 2 (d) |
| Title of Class of Securities: | |
Item 2 (e) |
| CUSIP Number: | |
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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. | ||
Item 4 | Ownership: |
Please see Items 5, 6, 7, 8, 9 and 11 of each cover sheet for each filing entity.
On July 29, 2015, Bpifrance Participations S.A. sold 52,977,707 ordinary shares in an accelerated private placement to institutional investors. | |
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Item 5 | Ownership of Five Percent or Less of a Class: |
Not Applicable. | |
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Item 6 | Ownership of More than Five Percent on Behalf of Another Person: |
Not Applicable. | |
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Item 7 | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person: |
See attached Exhibit 1 for the identity of each member of the Group and a description of the relevant shareholders’ agreement. | |
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Item 8 | Identification and Classification of Members of the Group: |
See attached Exhibit 1 for the identity of each member of the Group and a description of the relevant shareholders’ agreement. See also Item 4 above. | |
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Item 9 | Notice of Dissolution of Group: |
Not Applicable. |
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.
| The French Republic acting through Agence des Participations de l’Etat | |
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Dated: February 16, 2016 | By: | /s/ Lucie Muniesa |
| Name: | Lucie Muniesa |
| Title: | Deputy Managing Director |
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| Bpifrance Participations S.A. | |
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Dated: February 16, 2016 | By: | /s/ Nicolas Dufourcq |
| Name: | Nicolas Dufourcq |
| Title: | CEO |
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| Caisse Des Dépôts et Consignations | |
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Dated: February 16, 2016 | By: | /s/ Alain Minczeles |
| Name: | Alain Minczeles |
| Title: | Head of Finance Division |
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| Epic Bpifrance | |
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Dated: February 16, 2016 | By: | /s/ Sophie Paquin |
| Name: | Sophie Paquin |
| Title: | Director of Legal Affairs |
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| Bpifrance S.A. | |
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Dated: February 16, 2016 | By: | /s/ Nicolas Dufourcq |
| Name: | Nicolas Dufourcq |
| Title: | CEO |