Den Haag, 26-3-08
As announced in December 2007, KPN is delisting its American Depositary Receipts (ADRs) from the New York Stock Exchange (NYSE) and its ordinary shares from the London Stock Exchange and the Frankfurt Stock Exchange. KPN yesterday filed a Form 25 with the Securities and Exchange Commission (SEC) to effect the delisting of its ADRs from the NYSE. The delisting is expected to become effective on April 4, 2008. KPN reserves the right to withdraw the Form 25 for any reason prior to its effectiveness.
KPN also provided written notice to the London Stock Exchange and the Frankfurt Stock Exchange of its request to delist the KPN ordinary shares from those exchanges. The delisting of the KPN ordinary shares from the London Stock Exchange is expected to become effective on April 4, 2008, and the delisting of the KPN ordinary shares from the Frankfurt Stock Exchange is expected to become effective in the third quarter of 2008. KPN reserves the right to withdraw its requests for delisting for any reason prior to their effectiveness.
KPN confirms its intention to file a Form 15F with the SEC to deregister and terminate its reporting obligations under the U.S. Securities Exchange Act as soon as practicable following the delisting of the ADRs from the NYSE. Upon the filing of the Form 15F, KPN's reporting obligations under the U.S. Securities Exchange Act will be immediately suspended. The deregistration will be effective 90 days after the filing, unless the Form 15F is withdrawn by KPN prior to such time. KPN reserves the right to delay or withdraw for any reason the filing of the Form 15F.
The deregistration by KPN will also cover KPN's outstanding U.S. dollar denominated bonds issued in 2000. KPN's obligations to these bondholders will not be affected by the deregistration.
KPN will convert its current ADR program into a Level I ADR program to give current ADR holders the option to continue to hold ADRs. Level I ADRs are traded in the U.S. over-the-counter (OTC) market as opposed to on a U.S. national securities exchange. KPN's ordinary shares will continue to be traded on Euronext Amsterdam.
KPN will continue to publish its Annual Report, Accounts and other material investor communications on its corporate website, www.kpn.com/ir, in accordance with U.S. Securities Exchange Act Rule 12g3-2(b).
KPN is committed to providing a high standard of corporate governance, information and disclosure in line with the current Dutch corporate governance code and regulatory requirements. KPN is also focused on continuously improving the quality of its internal control and risk management, wherein the positive elements of the Sarbanes-Oxley legislation will continue to form part of KPN's governance, internal control and reporting.