Philips launches offering of Green and Sustainability Innovation Notes and a Series of Liability Management Transactions
April 28 2022 - 4:00AM
Philips launches offering of Green and Sustainability Innovation
Notes and a Series of Liability Management Transactions
April 28, 2022
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES
NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL, OR
ANY SOLICITATION OF AN OFFER TO PURCHASE, ANY SECURITIES OF
PHILIPS.
Amsterdam, the Netherlands – Royal Philips
(NYSE: PHG, AEX: PHIA), a global leader in health technology, today
announced the intention to issue one or more series of notes (the
“Notes”) under its European Medium Term Note (EMTN) program (the
“EMTN Offering”), as well as a series of liability management
transactions, which are expected to extend the company’s debt
maturity profile.
With these transactions, Philips aims to leverage current
financial market conditions to further optimize its debt maturity
profile and liabilities. Once completed these transactions are
expected to have a neutral impact on the amount of debt
outstanding.
The net proceeds of the Notes will be used for Eligible Projects
in accordance with Philips Green and Sustainability Innovation Bond
Framework. Pending the full allocation of the net proceeds of the
Notes, Philips intends to optimize its short-term treasury
liquidity profile by applying such net proceeds towards the
following liability management transactions, all of which are
subject to the successful completion of the EMTN Offering:
- A tender offer for certain series of its outstanding U.S.
Dollar-denominated bonds due 2025 and 2026;
- A tender offer for certain series of its outstanding
Euro-denominated notes due 2023, 2024 and 2025 (the “Euro Tender
Offer”);
- The proposed make-whole redemption of any of the
Euro-denominated notes due 2023 and 2024 that are not purchased in
the Euro Tender Offer (the “Euro Make-Whole Redemption”); and
- The proposed agreement with the relevant counterparties for
early settlement of the outstanding forward contracts entered into
in the third quarter of 2021 under the share buyback program for
capital reduction purposes announced on July 26, 2021 (the “Early
Forward Settlement”). The acquisition of 19,571,218 shares through
the settlement of these forward contracts would result in the early
completion of the repurchase program. Philips would then expect to
cancel a total of approximately 28.3 million shares (including
shares acquired through open market purchases in December 2021 and
January 2022 under the aforementioned share buyback program) in the
course of 2022, representing 3.3% of Philips’ currently outstanding
shares.
Any decision by Philips to redeem outstanding bonds in the Euro
Make-Whole Redemptions, or to complete the Early Forward
Settlement, will depend on various factors at that time.
For further information, please
contact:
Ben ZwirsPhilips Global Press OfficeTel.: +31 6 1521 3446E-mail:
ben.zwirs@philips.com
Derya GuzelPhilips Investor RelationsTel.: +31 20 5977055E-mail:
derya.guzel@philips.com
About Royal PhilipsRoyal Philips (NYSE: PHG,
AEX: PHIA) is a leading health technology company focused on
improving people's health and well-being, and enabling better
outcomes across the health continuum – from healthy living and
prevention, to diagnosis, treatment and home care. Philips
leverages advanced technology and deep clinical and consumer
insights to deliver integrated solutions. Headquartered in the
Netherlands, the company is a leader in diagnostic imaging,
image-guided therapy, patient monitoring and health informatics, as
well as in consumer health and home care. Philips generated 2021
sales of EUR 17.2 billion and employs approximately 78,000
employees with sales and services in more than 100 countries. News
about Philips can be found at www.philips.com/newscenter.
Forward-looking statements This release
contains certain forward-looking statements with respect to the
financial condition, results of operations and business of Philips
and certain of the plans and objectives of Philips with respect to
these items. Examples of forward-looking statements include
statements made about the EMTN Offering, the USD Tender Offer, the
Euro Tender Offer, the Euro Make-Whole Redemption and the Early
Forward Settlement. By their nature, these statements involve risk
and uncertainty because they relate to future events and
circumstances and there are many factors that could cause actual
results and developments to differ materially from those expressed
or implied by these statements.
Important InformationThis announcement is for
informational purposes only and does not constitute or form part of
any offer or invitation to sell, or any solicitation of an offer to
purchase, any securities of Philips. The securities offered
in the EMTN Offering have not been and will not be registered under
the Securities Act of 1933, as amended (the “Securities Act”), and
may not be offered or sold in the United States absent registration
or an applicable exemption from registration requirements.
Neither the EMTN Offering nor the Euro Tender Offer is 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 owners of the subject securities who are located
or resident in the United States or to U.S. Persons as defined in
Regulation S of the Securities Act.
In the United Kingdom, this announcement is being distributed
to, and is directed at, only (a) persons who have professional
experience in matters relating to investments who fall within the
definition of “investment professionals” in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the “Order”); or (b) high net worth companies,
and other persons to whom it may otherwise lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order
(all such persons together being referred to as “relevant
persons”). The Notes are available only to, and any
invitation, offer or agreement to subscribe, purchase or otherwise
acquire such Notes will be available only to or will be engaged in
only with, relevant persons. Any person who is not a relevant
person should not act or rely on this announcement or any of its
contents. Manufacturer target market (MIFID II and UK MiFIR product
governance) is eligible counterparties and professional clients
only (all distribution channels). No PRIIPs or UK PRIIPs key
information document (KID) has been prepared as not available to
retail in EEA or UK.
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