Den Haag, 20-2-13
Royal KPN N.V. (“KPN”) announces that agreement has been reached with its largest shareholder to support KPN in its intention to raise EUR 4bn equity capital. KPN and América Móvil (“AMX”) have also signed an agreement setting out the long-term relationship between the two parties (the “Relationship Agreement”).
“The support of our largest shareholder is a major step towards the successful execution of our capital raise, as announced on 5 February 2013. I am pleased that important progress has been made towards aligning KPN’s financial position with its strategy and that KPN will have the benefit of a strong relationship with a global leader in the telecom sector going forward”. Eelco Blok, CEO of KPN.
AMX has committed, subject to certain conditions, to vote in favour of certain resolutions to be put before the general meeting of shareholders. A vote in favour of KPN’s capital raise is subject, among other things, to the appointment of two individuals, designated by AMX, to KPN’s Supervisory Board. The Annual General Meeting (“AGM”) has been scheduled to take place on 10 April 2013, for which a notification will follow. The matters which had been scheduled for the Extraordinary General Meeting (“EGM”) on 19 March 2013 will be included in the agenda of the AGM; the EGM scheduled for 19 March 2013 is hereby cancelled.
The capital raise to be supported by AMX will consist of a EUR 3bn rights issue and, in addition, issuance of hybrid capital instruments which are expected to receive partial equity recognition. Through this combination KPN intends to achieve the targeted EUR 4bn equity equivalent capital. The proceeds of the capital raise will be used to reduce KPN’s net debt level and to continue to invest in KPN’s operations.
AMX has committed, subject to certain conditions, to participate in the rights issue and subscribe for newly issued ordinary shares in KPN pro rata to its current participation in the total share capital of KPN. Subject to market conditions, KPN intends to issue the hybrid capital instruments during the course of 2013.
Today, KPN and AMX have entered into a Relationship Agreement, governing the long-term relationship between both parties. KPN and AMX will look to further develop their relationship by leveraging the financial, commercial and operational expertise of both parties. The Relationship Agreement takes into account the interests of all shareholders and other stakeholders of KPN.
This announcement does not constitute an offer to sell, or a solicitation of any offer to purchase or subscribe for, securities in the United States. The securities referred to herein have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered, exercised or sold in the United States absent registration or an applicable exemption from registration requirements