registration document France Telecom 2009 - Orange.com

20 NOTES
financial information concerning the issuer’s assets and liabilities, financial position and profits and losses
TO THE ANNUAL FINANCIAL STATEMENTS OF FRANCE TELECOM S.A.
6.1.6 Regulated Provisions
Regulated provisions in 2009 comprised:
■ provisions for investment for an amount of 613 million euros
(480 million euros in 2008);
■ accelerated depreciation of tangible fi xed assets in the
amount of 104 million euros.
6.2 Other Shareholders’ Equity
On March 3, 2003, under the terms of the MCSA (see Note 8),
France Telecom issued 430,705 perpetual bonds redeemable
for shares (TDIRA), with a nominal value of 14,100 euros each,
representing a total amount of 6,073 million euros, of which
341,910 bonds were reserved for members of the banking
syndicate (the “ Bank Tranche” ) and 88,795 for MobilCom’s
suppliers (the “ Supplier Tranche”). The TDIRAs are listed on
Eurolist by Euronext Paris (international issuances) and were the
subject of a securities Note approved by the Commission des
Opérations de Bourse on February 24, 2003.
They are redeemable for new France Telecom ordinary shares at
any time by the holders, or, under certain conditions described
in the securities note, at France Telecom ’s initiative, based on
a ratio of 482.8750 shares for one TDIRA for the Bank Tranche
(i.e. a redemption price of 29.20 euros) and 389.1247 shares for
one TDIRA for the Supplier Tranche (i.e. a redemption price of
36 .235 euros). The initial ratio of 300 shares for one TDIRA has
been adjusted several times to protect the rights of the holders
according to applicable law. In addition, during the fi rst seven
years, the redemption rate for the Bank Tranche of the TDIRAs
will be adjusted to compensate for any dividend distribution, if
these distributions are not otherwise taken into account through
another adjustment.
Since January 1, 2006, as France Telecom has fulfi lled the
credit rating and share price conditions described in the
securities note, the interest rate on the TDIRAs was 5.25%
until December 31, 2009 inclusive and 3-month Euribor +2.5%
thereafter. The interest is recorded on an annual basis in the
statement of income. On January 4, 2010, France Telecom paid
a coupon of 96 million euros.
If no dividend payment is voted in the Ordinary Shareholders’
Meeting or no interim dividend payment is paid by the Board of
Directors during the 12 months preceding the coupon payment,
France Telecom can delay payment of the coupon. The amount
of interest due will itself bear interest at the Euribor 12-month rate
until the deferred payments are made. This deferred interest
must be paid in full - including the related accrued interest -- at
the date of payment of the coupon following any decision to
pay a dividend or interim dividend and before redemption of the
TDIRAs. When payment is deferred, identifi ed interest and/or
capitalized interest amounts will be included in liabilities in the
“ Accrued interest payable” line.
In 2009, France Telecom redeemed 31,455 TDIRAs from the
Bank Tranche and 69,292 TDIRAs from the Supplier Tranche
for a nominal amount of 1,420 million euros. Taking account of
redemptions made since their issue, 129,635 TDIRAs remained
outstanding at December 31, 2009, including 111,905 for the
Bank Tranche and 17,730 for the Supplier Tranche, for a total
nominal amount of 1,828 million euros.
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2009 REGISTRATION DOCUMENT / FRANCE TELECOM