• Privé
• Zakelijk
• Corporate
• KPN Vandaag

• Artikel

Den Haag, 16-6-09

Koninklijke KPN N.V. (the “Company”) announced today the results as of the Early Tender Date of its cash tender offer (the “Offer”) to purchase up to $700 million (the “Tender Cap”) aggregate principal amount of its outstanding $1,750,000,000 8.00% Notes due 2010 (the “Notes”) from the holders of the Notes.
As of 5:00 p.m., New York City time, on 15 June 2009 (the “Early Tender Date”), an aggregate principal amount of Notes of $586,058,000 was tendered in the Offer. Holders of Notes who validly tendered and did not validly withdraw their Notes at or prior to 5:00 p.m., New York City time, on the Early Tender Date and whose Notes are accepted for purchase, subject to possible proration, will receive the Full Tender Offer Consideration of $1,065 per $1,000 principal amount.

Subject to the terms and conditions contained in the Offer to Purchase dated 2 June 2009 (the “Offer to Purchase”), holders may continue to tender Notes in the Offer at or prior to 5:00 p.m., New York City time, on 29 June 2009, unless extended or earlier terminated (the “Expiration Date”). Withdrawal rights with respect to the Notes expired at 5:00 p.m., New York City time, on 15 June 2009 (the “Withdrawal Date”). Since the Early Tender Date has expired, holders who validly tender their Notes after 5:00 p.m., New York City time, on the Early Tender Date, but at or prior to 5:00 p.m., New York City time, on the Expiration Date and whose Notes are accepted for purchase, subject to possible proration, will be eligible to receive the Late Tender Offer Consideration of $1,045 per $1,000 principal amount.

In addition to the Full Tender Offer Consideration or Late Tender Offer Consideration, as applicable, holders of Notes tendered and accepted for purchase will receive accrued and unpaid interest on such Notes from the last interest payment date to, but not including, the Settlement Date.

Settlement will occur promptly following the Expiration Date, which is expected to be 2 July 2009.

Notwithstanding any other provision of the Offer, the Company’s obligation to accept for purchase, and to pay for, Notes that are validly tendered and not validly withdrawn pursuant to the Offer is subject to the Tender Cap. If the aggregate principal amount of Notes validly tendered in the Offer exceeds the Tender Cap, the Company will accept such Notes on a pro rata basis, as further described in the Offer to Purchase. The Company may increase or waive the Tender Cap at any time prior to the Settlement Date in its sole discretion without extending the Withdrawal Date or otherwise reinstating withdrawal rights of Holders.

The Company will not be required to accept any Notes for purchase, and may terminate, extend or amend the Offer. The Offer is not conditioned upon any minimum principal amount of Notes being tendered.


Further Information

Holders of Notes are advised to check with any bank, securities broker or other intermediary through which they hold Notes whether such intermediary must receive instructions to participate in the Offer before the deadlines specified herein.

A complete description of the terms and conditions of the Offer is set out in the Offer to Purchase. The Company has retained Citigroup Global Markets Limited to act as Dealer Manager and Citibank, N.A. to act as Tender and Information Agent for the Offer.

Questions or requests for information in relation to the Offer should be directed to:

DEALER MANAGER
Citigroup Global Markets Limited
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
United Kingdom
Attention: Liability Management Group
Toll Free: (800) 558 3475
Collect: (212) 723 6106
London: +44 (0) 20 7986 8969
Email: liabilitymanagement.europe@citi.com

Requests for copies of the Offer to Purchase and the Letter of Transmittal may be directed to:

TENDER AND INFORMATION AGENT
Citibank, N.A., London Branch
Citigroup Centre
33 Canada Square
Canary Wharf
London E14 5LB
United Kingdom
Attention: Exchange Team
Telephone: +44 (0)20 7508 3867
Fax: +44 (0)20 3320 2405
Email: exchange.gats@citi.com

Neither this announcement nor the Offer to Purchase and accompanying Letter of Transmittal constitutes an offer to purchase in any jurisdiction in which it is unlawful to make such offer under applicable securities or blue sky laws and tenders of Notes pursuant to the Offer shall not be accepted from Holders resident or located in the Republic of Italy or any jurisdiction where such offer or tender is unlawful.

This announcement is neither an offer to purchase nor a solicitation of an offer to sell the Notes. The tender offer is made only by, and pursuant to the terms of, the Offer to Purchase, and the information in this announcement is qualified by reference to the Offer to Purchase and the accompanying Letter of Transmittal. If any Holder is in any doubt as to the action it should take, it is recommended to seek its own legal, tax and financial advice, including as to any tax consequences, from its stockbroker, bank manager, counsel, accountant or other independent financial adviser. The Dealer Manager does not take responsibility for the contents of this announcement and none of the Company, the Tender and Information Agent, the Dealer Manager or the Trustee is making any recommendation as to whether or not any Holder should tender Notes in response to the Offer.