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KPN to launch tender offer for 2008 Notes and new Eurobond
Den Haag, 31-10-06
NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR ITALIAN PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES OR ITALY (SEE OFFER RESTRICTIONS BELOW AND IN THE TENDER OFFER MEMORANDUM)
In order to lengthen its debt maturity profile, KPN today launches a tender offer for its outstanding EUR 1.5 billion 4.75% Notes due November 2008 for an amount up to EUR 750 million. The tender offer will be financed by a new benchmark Eurobond to be issued under its Global Medium Term Note Programme. The tender offer is conditional upon a successful new issue, which is expected to be launched in the near future subject to market conditions. Pricing and settlement of the new Eurobond are expected to be simultaneous with that of the tender offer.
The anticipated transaction timetable is summarized below.
KPN has a credit rating of BBB+ with negative outlook from S&P and Baa2 with stable outlook from Moody's.
Tender Details
The terms and conditions for the tender offer up to EUR 750 million of the EUR 1,500,000,000 4.75 per cent Notes due 2008 (ISIN XS0091945419) are detailed in the Tender Offer Memorandum dated 31 October 2006, copies of which are available from the Dealer Managers mentioned below. Noteholders who tender Notes on or prior to the expiration date of 16:00 CET on Tuesday 7 November 2006 will receive the purchase price plus accrued interest on all Notes accepted for purchase by KPN. The purchase price will be determined based on a yield of interpolated mid-swaps plus 5 bps. Offers to tender in excess of EUR 750 million will be scaled back pro-rata. The pro-rata factor (if any) will be announced prior to pricing.
BNP Paribas, Credit Suisse Securities (Europe) Limited and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (Rabobank International) are acting as Dealer Managers. Deutsche Bank AG, London Branch and Deutsche Bank AG, Amsterdam Branch are acting as Tender Agents.
Requests for information in relation to the tender offer should be directed to the Dealer Managers:
BNP Paribas
Telephone: +44 (0) 20 7595 8668
Facsimile: +44 (0) 20 7595 5095
Email: debt.restructuring@bnpparibas.com
Credit Suisse Securities (Europe) Limited
Telephone: +44 (0) 207 883 6748
Facsimile: +44 (0) 207 892 1310
Email: paul.hawker@credit-suisse.com
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.
(Rabobank International)
Telephone: +31 (0) 30 216 9024
Facsimile: +31 (0) 30 291 8778
Email: liabilitymanagement@rabobank.com
Requests for information in relation to the offering to sell procedures should be directed to the Tender Agents:
Deutsche Bank AG, London Branch
Telephone: +44 (0)20 7547 5000
Fax: +44 (0)20 7547 5001
Email: xchange.offer@db.com
Attention: TSS - Restructuring Services Group
Deutsche Bank AG, Amsterdam Branch
Telephone: +31 20 555 4822
Fax: +31 20 555 4529
Email: xchange.offer@db.com
Attention: TSS - Restructuring Services Group
DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the invitation to tender. If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice, including as to any tax consequences, from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender Notes pursuant to the invitation to tender. None of KPN, the Dealer Managers or the Tender Agents makes any recommendation as to whether Noteholders should offer to sell Notes pursuant to the invitation to tender.
OFFER AND DISTRIBUTION RESTRICTIONS
The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by KPN and the Dealer Managers to inform themselves about and to observe any such restrictions. Neither this announcement nor the Tender Offer Memorandum constitutes a solicitation of an offer to sell Notes in any jurisdiction in which such solicitation or offer is unlawful, and offers to sell will not be accepted from Noteholders located or resident in any jurisdiction in which such solicitation or offer is unlawful. In those jurisdictions where the securities or other laws require the invitation to tender to be made by a licensed broker or dealer, any actions in connection with the invitation to tender shall be deemed to be made on behalf of KPN by the Dealer Managers or one or more registered brokers or dealers licensed under the laws of such jurisdiction.
United States
The invitation to tender is not being made, directly or indirectly, to beneficial owners of Notes who are located in the United States or are U.S. persons (within the meaning of Regulation S under the U.S. Securities Act 1933, as amended (the “Securities Act”)) and Notes may not be offered for sale by or on behalf of such persons. Accordingly, copies of this announcement, the Tender Offer Memorandum and any related documents are not being and must not be distributed, forwarded, mailed, transmitted or sent to such persons and such persons receiving this announcement or the Tender Offer Memorandum must not distribute, forward, mail, transmit or send it or any related documents to such persons. Offers to sell made by a resident of the United States, by any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States, or by any U.S. person, will not be accepted.
Italy
The invitation to tender is not being made in the Republic of Italy. The invitation to tender, this announcement and the Tender Offer Memorandum have not been submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. Accordingly, Noteholders are hereby notified that, to the extent such Noteholders are persons resident and/or located in the Republic of Italy, the invitation to tender is not available to them and they may not submit offers to sell Notes in respect of the invitation to tender and, as such, any offers to sell received from or on behalf of such Noteholders shall be ineffective and void. Neither this announcement, the Tender Offer Memorandum nor any other solicitation material relating to the invitation to tender or the Notes may be distributed or made available in the Republic of Italy.
The invitation to tender is not being made and this announcement and the Tender Offer Memorandum are not being distributed to the public in the United Kingdom, France or Belgium. In such jurisdictions, only certain persons may participate in the invitation to tender and receive this announcement and the Tender Offer Memorandum (as more fully set out in the Tender Offer Memorandum).
