Den Haag, 15-9-10
NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA OR THE REPUBLIC OF ITALY OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT
15 September 2010. Koninklijke KPN N.V. (the Company) today announces the final results and pricing of its invitation to holders of such of its Notes as are listed below (together the Notes) to tender some or all of their Notes to the Company for purchase by the Company for cash (the Tender Offer). The Tender Offer was made on the terms and subject to the conditions contained in the tender offer memorandum dated 8 September 2010 (the Tender Offer Memorandum). Capitalised terms used but not defined in this announcement have the meanings given to them in the Tender Offer Memorandum.
The Tender Offer expired at 17:00 hours CET on Tuesday 14 September 2010. The Tender Price for each €1,000 in nominal amount of the Notes accepted for purchase pursuant to the Tender Offer was determined at or around 16:00 hours CET today in the manner described in the Tender Offer Memorandum by reference to the sum of the Reference Yield and the Repurchase Spread, as follows:
*per €1,000 principal amount of Notes
In conjunction with the Tender Offer, the Company has today successfully launched a new €1 billion benchmark issue carrying a coupon of 3.75 per cent. which was priced at a spread of 115 basis points over the 10-year mid-swap rate. The Company is hereby pleased to announce that (i) the new financing condition as described in the Tender Offer Memorandum has been satisfied; (ii) the Maximum Tender Amount has been set at €908,114,000; and that (iii) it has therefore accepted for purchase an aggregate principal amount of Notes amounting to €1,346,848,000 as detailed in the table below.
The applicable Tender Price, together with Accrued Interest, will be paid to Noteholders whose Notes have been accepted for purchase by the Company. Settlement is expected to occur on Tuesday 21 September 2010.
BNP Paribas, Citigroup Global Markets Limited and Deutsche Bank AG, London branch are acting as Dealer Managers for the Tender Offer and Citibank N.A. is acting as Tender Agent. Questions and requests for assistance in connection with the Tender Offer may be directed to the Dealer Managers or the Tender Agent.
This announcement must be read in conjunction with the Tender Offer Memorandum. The distribution of this announcement and/or 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 each of the Company, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions. Neither this announcement nor the Tender Offer Memorandum constitutes an offer to buy or a solicitation of an offer to sell the Notes.