Press release
Koninklijke KPN N.V. announces Pricing and
Final Results of Tender Offer
Date
15 September 2010
Number
051pe
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
For further information:
Corporate Communicatie
Investor Relations
Media Relations
Tel: +31 70 4466300
Fax: +31 70 4466310
E-mail: press@kpn.com
Tel: +31 70 4460986
Fax: +31 70 4460593
E-mail: ir@kpn.com
Accompanies press release
dated
15 September 2010
Number
051pe
Note
ISIN
Reference
Yield
Repurchase
Spread
Repurchase
Yield
Tender
Price*
Accrued
Interest*
Tender
Consideration*
€1,425,000,000 4.50
per cent Notes due 21
July 2011
(the 2011 Notes)
XS0196776214
1.329%
-20 basis
points
1.129%
€1,027.66
€7.64
€1,035.30
€1,250,000,000 5.00
per cent. Notes due 13
November 2012
(the 2012 Notes)
XS0330631051
1.430%
+22 basis
points
1.650%
€1,069.99
€42.74
€1,112.73
€850,000,000 4.50 per
cent. Notes due 18
March 2013 (the
March 2013 Notes)
XS0248012923
1.492%
+39 basis
points
1.882%
€1,062.94
€23.05
€1,085.99
€850,000,000 6.25 per
cent. Notes due 16
September 2013 (the
September 2013
Notes and together
with the March 2013
Notes, the 2013 Notes)
XS0387992661
1.582%
+40 basis
points
1.982%
€1,122.57
€0.86
€1,123.43
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.
Note
Final aggregate principal
amount of Notes tendered
Aggregate principal amount of
Notes accepted for purchase
Tender Pro-Rating Factor
(if applicable)
2011 Notes
€438,734,000
€438,734,000
N/A
2012 Notes
€586,699,000
€310,383,000
€292,700,000
€310,383,000
50.000%
March 2013 Notes
September 2013 Notes
€305,031,000
€305,031,000
N/A
N/A
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.
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Accompanies press release
dated
15 September 2010
Number
051pe
The Dealer Managers
BNP Paribas
10 Harewood Avenue
London NW1 6AA
United Kingdom
Citigroup Global Markets Limited
Citigroup Centre
33 Canada Square
London E14 5LB
United Kingdom
Tel: +44 207 595 8668
Fax: +44 207 595 5750
Attn: Liability Management Group
Email: liability.management@bnpparibas.com
Tel: +44(0) 207 986 8969
Attention: Liability Management Group
Email: liabilitymanagement.europe@citi.com
Deutsche Bank AG, London Branch
Winchester House
1 Great Winchester Street
London EC2N 2DB
United Kingdom
Tel: +44 207 545 8011
Attention: Liability Management Group
Email: liability.management@db.com
The Tender Agent
Citibank, N.A.
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
United Kingdom
Tel: +44 20 7508 3867
Fax: +44 20 3320 2405
Attn: Exchange Team
Email: exchange.gats@citi.com
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.
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