Koninklijke KPN N.V. announces Tender Offer for certain of its Notes

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Den Haag, 8-9-10

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 (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)
8 September 2010. Koninklijke KPN N.V. (the Company) today announces 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 is being made on the terms and subject to the conditions contained in the tender offer memorandum dated 8 September 2010 (the Tender Offer Memorandum) prepared by the Company, and are subject to the offer restrictions set out below.
Copies of the Tender Offer Memorandum are (subject to distribution restrictions) available from the Dealer Managers and the Tender Agent as set out below. Capitalised terms used but not defined in this announcement have the meanings given to them in the Tender Offer Memorandum.





Rationale for the Offer
The purpose of the Tender Offer is to extend the average maturity of the Company's outstanding debt liabilities and to optimise its debt structure. The Tender Offer is being executed in conjunction with an intention to issue new debt securities, which is expected to be of benchmark size. The Company will decide whether or not to accept for purchase any of the 2012 Notes and the 2013 Notes subject to the raising of new Euro-denominated bond financing, on terms satisfactory to the Company.

Details of the Offer
Subject to the right of the Company to extend, terminate, withdraw or amend the terms and conditions of the Tender Offer, the Company will repurchase for cash any and all of the 2011 Notes validly tendered and an amount of 2012 Notes and/or March 2013 Notes and/or September 2013 Notes validly tendered to be determined at the Company's sole discretion on a date which is expected to be 15 September 2010 (the Pricing Date). The Company will determine the allocation of funds between the 2012 Notes, the March 2013 Notes and the September 2013 Notes in its sole discretion. The Company may decide to repurchase none of the 2012 Notes and/or March 2013 Notes and/or September 2013 Notes tendered.

Subject to the applicable Minimum Denomination in respect of each Series of Notes, the price payable per €1,000 principal amount of the Notes will be determined as provided in the Tender Offer Memorandum by reference to: (i) a fixed spread of (a) 20 basis points in the case of the 2011 Notes, (b) 22 basis points in the case of the 2012 Notes, (c) 39 basis points in respect of the March 2013 Notes and (d) 40 basis points in respect of the September 2013 Notes, below the 10 months EURIBOR Rate (in the case of the 2011 Notes) and above the respective Interpolated Mid Swap Rate in the case of the 2012 Notes and the 2013 Notes at or around 16:00 hours Central European Time on the Pricing Date, plus (ii) accrued and unpaid interest on the relevant Notes from, and including, the immediately preceding interest payment date for such Notes up to, but excluding, the Settlement Date, which is expected to be 21 September 2010 (the amounts specified in points (i) and (ii) are together referred to as the Tender Consideration).

In the event that Offers to Sell (as defined in the Tender Offer Memorandum) are received in respect of an aggregate principal amount of the 2012 Notes, the March 2013 Notes and/or the September 2013 Notes which is greater than the amount of the Notes of any such Series which the Company decides, in its sole discretion, on the Pricing Date, to repurchase, a pro rata reduction will be applied to such Offers to Sell. No such reduction will apply in respect of the 2011 Notes.

Electronic Offer Instructions
In order to participate in, and be eligible to receive the Tender Consideration in respect of the relevant series of Notes pursuant to the Tender Offer, Noteholders must validly tender their Notes by delivering, or arranging to have delivered on their behalf, a valid Electronic Offer Instruction that is received by the Tender Agent by 17:00 hours CET on 14 September 2010. Electronic Offer Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum.

The Notes are denominated, and accordingly can only be tendered in the Tender Offer, in the respective Minimum Denominations in respect of each Series and integral multiples of €1,000 in excess thereof, all as further described in the Tender Offer Memorandum. A separate Electronic Offer Instruction must be completed on behalf of each beneficial owner and in respect of each series of Notes.

Before making a decision whether to tender Notes pursuant to an Offer, Noteholders should carefully consider all of the information in the Tender Offer Memorandum and, in particular, the factors set out under the heading "Risk Factors".





The Company may, in its sole discretion, extend, re-open, amend, waive any condition of or terminate the Tender Offer at any time (subject to applicable law and as provided in the Tender Offer Memorandum) and the above times and dates are subject to the right of the Company to so extend, re-open, amend and/or terminate the Tender Offer.
Noteholders are advised to check with the broker, dealer, bank, custodian, trust company, or other nominee through which they hold their Notes as to the deadlines by which such intermediary would require receipt of instructions from Noteholders to participate in, or to withdraw their instructions to participate in, the Tender Offer in accordance with the terms and conditions of the Tender Offer as described in the Tender Offer Memorandum in order to meet the deadlines set out above and in the Tender Offer Memorandum. The deadlines set by any such intermediary and each Clearing System will be earlier than the relevant deadlines specified above and in the Tender Offer Memorandum.
Unless stated otherwise, all announcements made by the Company in relation to the Tender Offer will be made public through the Notifying News Service(s), through the Clearing Systems and on the Luxembourg Stock Exchange website (www.bourse.lu) and the regulatory news service of Euronext Amsterdam. Copies of all such announcements, press releases and notices can also be obtained from the Tender Agent, the contact details for which are below. In addition, Noteholders may contact the Dealer Managers for information using the contact details below.
Noteholders are advised to carefully read the Tender Offer Memorandum for full details of, and information on, the procedures for participating in the Tender Offer.
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.



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 Tender Offer. If any Noteholder is in any doubt as to the action it should take, it is recommended to seek its own financial advice, including in respect of any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial or legal 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 such Notes pursuant to the Tender Offer. None of the Company, the Dealer Managers or the Tender Agent makes any recommendation whether Noteholders should tender Notes pursuant to the Tender Offer.

OFFER AND DISTRIBUTION RESTRICTIONS

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 (and tenders of Notes in any Offer will not be accepted from Noteholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require an Offer to be made by a licensed broker or dealer and either of the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, such Offer shall be deemed to be made by such Dealer Manager or affiliate, as the case may be, on behalf of the Company in such jurisdiction.

United States The Tender Offer is not being made and will not be made directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, email and other forms of electronic transmission) of interstate or foreign commerce of, or any facility of a national securities exchange of, or to beneficial owners of Notes who are located in the United States as defined in Regulation S of the U.S. Securities Act of 1933, as amended (the Securities Act") or to U.S. Persons as defined in Regulation S of the Securities Act (each a U.S. Person) and the Notes may not be tendered in the Tender Offer by any such use, means, instrumentality or facility from or within the United States, by persons located or resident in the United States or by U.S. Persons. Accordingly, copies of the Tender Offer Memorandum and any documents or materials related to the Tender Offer are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded in or into the United States or to any such person. Any purported offer to sell in response to the Tender Offer resulting directly or indirectly from a violation of these restrictions will be invalid, and offers to sell made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non discretionary basis for a principal giving instructions from within the United States or any U.S. Person will not be accepted. For the purposes of this paragraph, United States means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.

United Kingdom The communication of the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer is not being made, and such documents and/or materials have not been approved by, an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom, and are only for circulation to persons outside the United Kingdom or to persons within the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order)) or within Article 43(2) of the Order, or to other persons to whom it may lawfully be communicated in accordance with the Order.

Italy The Tender Offer is not being made, directly or indirectly, in the Republic of Italy (Italy) as a public purchase or exchange offer (offerta pubblica di acquisto o di scambio, as defined in Article 1, paragraph 1(v) of Legislative Decree No. 58 of 24 February 1998 and relevant implementing regulations) from which no applicable exemption is available (a Non-exempt Offer in Italy) and neither the Tender Offer nor the Tender Offer Memorandum have been submitted to the clearance procedure of the Commissione Nazionale per le Societa e la Borsa (CONSOB) pursuant to Italian laws and regulations. Accordingly, Noteholders are notified that, to the extent that they are resident and/or located in Italy, the Tender Offer is not intended to be addressed to them and neither the Tender Offer Memorandum nor any other documents or materials relating to the Tender Offer or the Notes may be distributed or made available in Italy as part of a Non-exempt Offer in Italy.

Belgium Neither the Tender Offer Memorandum nor any other documents or materials relating to the Tender Offer have been submitted to or will be submitted for approval or recognition to the Belgian Banking, Finance and Insurance Commission (Commission bancaire, financière et des assurances/Commissie voor het Bank-, Financie- en Assurantiewezen) and, accordingly, the Tender Offer may not be made in Belgium by way of a public offering, as defined in Article 3 of the Belgian Law of 1 April 2007 on public takeover bids (as amended or replaced from time to time). Accordingly, the Tender Offer may not be advertised and will not be extended, and neither the Tender Offer Memorandum nor any other documents or materials relating to the Tender Offer (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" in the sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (as amended or replaced from time to time) (the Belgian Public Offer Law), acting on their own account. Insofar as Belgium is concerned, the Tender Offer Memorandum has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the invitation to Offer to Sell. Accordingly, the information contained in the Tender Offer Memorandum may not be used for any other purpose or disclosed to any other person in
Belgium.

France Neither the Tender Offer Memorandum, nor any other offering material or information relating to the Tender Offer, has been submitted for clearance to the Autorité des Marchés Financiers and they may not be released, issued, or distributed or caused to be released, issued, or distributed, directly or indirectly, to the public in the French Republic, except to (i) providers of investment services relating to portfolio management for the account of third parties and/or (ii) qualified investors (investisseurs qualifiés), other than individuals, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code Monétaire et Financier.

Germany The Tender Offer is subject to restrictions provided in the German Securities Trading Act (Wertpapierhandelsgesetz - WpHG) or any other laws of Germany governing the issue, offering and sale of securities. No German securities prospectus (Wertpapierprospekt) within the meaning of the German Securities Prospectus Act has been or will be published with respect to the Tender Offer. Neither the Tender Offer Memorandum nor any other documents or materials relating to the Tender Offer have been or will be distributed to the public in Germany and only professional investors (as defined in section 31 a (2) of the WpHG) or (ii) a qualified counterparty (as defined in section 31a (3) of WpHG) are eligible to participate in the Tender Offer.

Spain Neither the Tender Offer nor the Tender Offer Memorandum constitute an offer of securities to the public or a tender offer in Spain under the Spanish Securities Market Law (Ley 24/1988, de 28 de Julio, del Mercado de Valores), Royal Decree 1310/2005, of 4 November 2005 and Royal Decree 1066/2007, of 27 July 2007.
Accordingly, the Tender Offer Memorandum has not been submitted for approval and has not been approved by the Spanish Securities Market Regulator (Comisión Nacional del Mercado de Valores).