Koninklijke KPN N.V. - Tender Offer 2024 (XS) - Final Results

Koninklijke KPN N.V. announces final results of its tender offers for its £400,000,000 5.00 per cent. Notes due 2026 and its £850,000,000 5.75 per cent. Notes due 2029 - XS0707430947 - XS0451790280

15 FEBRUARY 2024

Full announcement including disclaimers and offer/distribution restrictions available via Koninklijke KPN N.V.

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"Final results and pricing

Today, KPN announces the final results and pricing of the Offers. The Offers were made on the terms and subject to the conditions contained in the tender offer memorandum dated 7 February 2024 (the "Tender Offer Memorandum") and expired at 17:00 hours CET on 14 February 2024. Capitalized terms used but not defined in this announcement have the meanings given to them in the Tender Offer Memorandum.

KPN confirms that the Final Acceptance Amount is GBP 450,004,000, to be allocated between the Notes as set out in the table below

Settlement

Subject to the satisfaction (or waiver) of the New Financing Condition, settlement of the Offers and payment of the tender consideration in respect of Notes accepted for purchase is expected to take place on 19 February 2024. The total tender consideration is approximately GBP 465m. KPN will also make an Accrued Interest Payment in respect of Notes accepted for purchase pursuant to the relevant Offer.

Notes that have not been tendered or accepted for purchase pursuant to the Offers will remain outstanding."

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Koninklijke KPN N.V. announces indicative results of its tender offers for its £400,000,000 5.00 per cent. Notes due 2026 and its £850,000,000 5.75 per cent. Notes due 2029 - XS0707430947 - XS0451790280

15 FEBRUARY 2024

Full announcement including disclaimers and offer/distribution restrictions available via Koninklijke KPN N.V.

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"The Expiration Deadline for the Offers was 5.00 p.m. (Amsterdam time) on 14 February 2024.

Expected Series Acceptance Amounts

As at the Expiration Deadline, the Company had received valid tenders for purchase pursuant to the Offers of: (i) £193,332,000 in aggregate nominal amount of 2026 Notes; and (ii) £360,123,000 in aggregate nominal amount of 2029 Notes.

If the Company decides to accept Notes validly tendered pursuant to the Offers, and the New Financing Condition is satisfied (or waived), the Company expects that the Final Acceptance Amount will be £450,004,000 and each Series Acceptance Amount will be set as follows:

Noteholders should note that this is a non-binding indication of the level at which the Company expects to set each Series Acceptance Amount and the applicable Pro-ration Factor.

Pricing for the Offers will take place at or around 1.00 p.m. (Amsterdam time) today (the Pricing Time). As soon as reasonably practicable after the Pricing Time, the Company will announce whether (subject to the satisfaction (or waiver) of the New Financing Condition on or prior to the Settlement Date) it will accept for purchase Notes validly tendered in the Offers and, if so, the Final Acceptance Amount, each Series Acceptance Amount, the 2026 Notes Benchmark Security Rate, the 2029 Notes Benchmark Security Rate, the 2026 Notes Purchase Yield, 2029 Notes Purchase Yield, the 2026 Purchase Price, the 2029 Notes Purchase Price, any ProRation Factors that will be applied to valid tenders of either Series and the aggregate nominal amount of each Series that will remain outstanding after the Settlement Date.

Subject to the satisfaction (or waiver) of the New Financing Condition, the Settlement Date in respect of the Notes accepted for purchase pursuant to the Offers is expected to be 19 February 2024."

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KPN announces Eurobond and Tender Offer - XS0707430947 - XS0451790280

07 FEBRUARY 2024

Full announcement including disclaimers and offer/distribution restrictions available via Koninklijke KPN N.V.

Today, Koninklijke KPN N.V. (“KPN”) announces its intention to issue a benchmark size Eurobond under its Global Medium Term Note programme. The proceeds from the new bond offering will be used to repurchase outstanding KPN bonds and for general corporate purposes including refinancing of existing debt.

Simultaneously, KPN announces an offer to repurchase up to GBP 250m of the outstanding GBP 400m 5.00% notes due 2026 (ISIN: XS0707430947) and GBP 850m 5.75% notes due 2029 (ISIN: XS0451790280) (the “Offers”). Terms are set out in the Tender Offer Memorandum dated 7 February 2024 and can be obtained from the Tender Agent.

The purpose of this transaction is to proactively manage KPN’s debt structure and reduce near term refinancing requirements. The transaction is expected to lower the average coupon level of KPN's bond portfolio.

KPN’s obligation to accept notes tendered in the relevant Offers is subject to the satisfaction or waiver of certain conditions, including the New Financing Condition, as described in the Tender Offer Memorandum.

The Offers will expire at 5:00 p.m. CET on 14 February 2024 unless extended.

Barclays, Deutsche Bank, Rabobank, Santander, SMBC and UniCredit have been appointed to act as Joint Lead Managers for the new bond offering and as Dealer Managers on the Offers. Kroll Issuer Services Limited has been appointed as Tender Agent."

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