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Published on 11/21/2001 in the Prospect News Convertibles Daily.

New Issue: France Telecom €3.04 billion convertible yields 4%, up 46.94%

New York, Nov. 21 - France Telecom said it priced a €3.04 billion offering of 4% exchangeable notes due 2005 with an initial conversion premium of 46.94%. The notes, sold via BNP Paribas and Morgan Stanley & Co. International, are exchangeable into France Telecom ordinary shares.

France Telecom said it issued the convertibles to: eliminate the overhang of treasury shares it holds following their repurchase from Vodafone, to continue debt reduction (since the notes are convertible from the end of 2003), and to take advantage of current favorable market conditions by refinancing debt at lower interest rates.

France Telecom received the treasury stock in return for the purchase of Orange. The company said it intended to sell them at a minimum price of €70.

The notes, which were privately placed outside the U.S. under Regulation S, will be listed on the Luxembourg stock exchange.

Issuer:France Telecom
Amount:€3.04 billion
Greenshoe:€452 million
Maturity:2005
Coupon:4%
Price:Par
Yield:4%
Conversion price:€72
Conversion premium:46.94% over €49 close on Nov. 20
Call:After three years at par subject to 110% hurdle, unconditionally after four years
End

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