Koninklijke Philips N.V.: Announcement of the indicative Series Acceptance Amounts
May 06 2022 - 5:11AM
NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION DIRECTLY OR INDIRECTLY TO ANY U.S. PERSON (AS DEFINED
IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”)) OR ANY PERSON LOCATED OR RESIDENT IN THE
UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS
(INCLUDING PUERTO RICO, THE US VIRGIN ISLANDS, GUAM, AMERICAN
SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF
THE UNITED STATES OR THE DISTRICT OF COLUMBIA OR IN ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE
THIS NOTICE.
6 May 2022
KONINKLIJKE PHILIPS N.V.
(THE “COMPANY”)
announces the indicative and non-binding Series
Acceptance Amounts in connection with the tender offers in respect
of its outstanding
EUR 500,000,000 0.500 per cent. notes due 2023
(ISIN: XS1671760384) (the “2023 Euro Notes”)
EUR 500,000,000 0.750 per cent. notes due 2024
(ISIN: XS1815116568) (the “2024 Euro Notes”)
and
EUR 500,000,000 1.375 per cent. notes due 2025
(ISIN: XS2149368529) (the “2025 Euro Notes”,
and together with the 2023 Euro Notes and
the 2024 Euro Notes, the “Existing Notes”)
This Notice must be
read in conjunction with the tender offer memorandum dated 28 April
2022 (the “Tender Offer Memorandum”) which has been prepared by the
Company in relation to the Tender Offers in respect of the Existing
Notes. Capitalised terms used in this Notice and not otherwise
defined herein shall have the meanings ascribed to them in the
Tender Offer Memorandum.On 28 April 2022, the Company
announced the launch of Tender Offers to Qualifying Holders of the
Existing Notes. Under the terms of the Tender Offers, Qualifying
Holders (subject to offer restrictions), were invited to tender
their Existing Notes for purchase by the Company for cash, subject
to the conditions set out in the Tender Offer Memorandum
(including, without limitation, the Financing Condition).The Tender
Offers expired at 17:00 hours CEST on 5 May 2022.Settlement of the
New Euro Notes Issuance took place on 5 May 2022 and accordingly
the Financing Condition to the Tender Offers has been
satisfied.Principal Amounts of Existing Notes validly
tenderedThe Company has received valid Offers to Sell in
respect of the Existing Notes as follows:Aggregate nominal amount
of the 2023 Euro Notes validly tendered: €196,976,000.Aggregate
nominal amount of the 2024 Euro Notes validly tendered:
€224,535,000.Aggregate nominal amount of the 2025 Euro Notes
validly tendered: €154,471,000. Indicative and
Non-Binding Series Acceptance AmountsThe Company is
pleased to announce, on a non-binding basis, that it intends to
accept validly tendered Existing Notes as follows:Indicative
aggregate nominal amount of the 2023 Euro Notes that is accepted
for purchase (Series Acceptance Amount for the 2023 Euro
Notes):€196,976,000. The Company intends to accept all validly
tendered 2023 Euro Notes in full.Indicative aggregate nominal
amount of the 2024 Euro Notes that is accepted for purchase (Series
Acceptance Amount for the 2024 Euro Notes):€224,535,000. The
Company intends to accept all validly tendered 2024 Euro Notes in
full.Indicative aggregate principal amount of the 2025 Euro Notes
that is accepted for purchase (Series Acceptance Amount for the
2025 Euro Notes):€154,471,000. Based on such Series Acceptance
Amount, the Company intends to accept all validly tendered 2025
Euro Notes in full, without pro ration.The Pricing Time for the
Tender Offers is at 13:00 CEST today. As soon as practicable after
the Pricing Time, the Company will announce whether it will accept
valid tenders of Existing Notes for purchase pursuant to all or any
of the Tender Offers and, if so accepted, each Series Acceptance
Amount, each Purchase Yield, the 2023 Euro Notes Reference
Benchmark Security Yield, the 2024 Euro Notes Reference Benchmark
Security Yield, the 2025 Euro Notes Interpolated Mid-Swap Rate,
each Tender Price, and any Pro-Ration Factor that will be applied
to the 2025 Euro Notes and the aggregate principal amount of the
relevant Series outstanding post settlement of the relevant Tender
Offers.Maximum Acceptance Amount and FX RateThe
Maximum Acceptance Amount of €230,193,677.02 has been calculated as
€250,000,000 minus €19,806,322.98, the Euro equivalent of
$20,862,000, which is the aggregate nominal amount to be
repurchased by the Company as part of the simultaneous USD Tender
Offers (assuming all notes tendered pursuant to the guaranteed
delivery procedures thereunder are validly delivered by the
guaranteed delivery deadline) launched on 28 April 2022 using an FX
Rate at the Expiration Time as reported on the Bloomberg Screen
FXIP Page of €1.00 = $1.0533.Qualifying Holders should note that
this is a non-binding indication of the level at which the Company
expects to set each Series Acceptance Amount only. The Company is
under no obligation to accept any valid tenders of Existing Notes
pursuant to the Tender Offers. Existing Notes that are not
successfully tendered for purchase or not accepted for purchase by
the Company pursuant to the Tender Offers will remain outstanding
after the Settlement Date. As set out in the Tender Offer
Memorandum, following the Settlement Date, the Company intends to
redeem all remaining outstanding 2023 Euro Notes and 2024 Euro
Notes at the relevant Make-Whole Redemption Amount in accordance
with their respective terms and conditions.The expected Settlement
Date for the Tender Offers is 10 May 2022.Existing Notes purchased
by the Company pursuant to the Tender Offers will be cancelled and
will not be re-issued or re-sold.
CONTACT INFORMATION
DEALER MANAGERS
BofA Securities Europe SA 51, rue La Boétie 75008
Paris France Attention: Liability Management Group Tel: +33 1 877
01057 Email: DG.LM-EMEA@bofa.com |
Mizuho Securities Europe GmbH Taunustor 1 60310
Frankfurt am Main Germany Attention : Liability Management
Telephone: +44 20 7090 6134 Email:
liabilitymanagement@uk.mizuho-sc.com |
TENDER AND INFORMATION AGENT
Kroll Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
Telephone: +44 20 7704 0880
Attention: Jacek Kusion
Email: philips@is.kroll.com
Website: https://deals.is.kroll.com/philips
DISCLAIMERThe Dealer
Managers do not take responsibility for the contents of this
Notice. This Notice must be read in conjunction with the Tender
Offer Memorandum. No invitation to tender any Existing Notes is
being made pursuant to this Notice. Any such invitation was only
made in the Tender Offer Memorandum. This Notice and the Tender
Offer Memorandum contain important information.OFFER
RESTRICTIONSThe distribution of this Notice or the Tender
Offer Memorandum in certain jurisdictions may be restricted by law.
Persons into whose possession this Notice or the Tender Offer
Memorandum comes are required by each of the Company, the Dealer
Managers and the Tender and Information Agent to inform themselves
about, and to observe, any such restrictions. Please also refer to
the Tender Offer Memorandum for a full description of such
restrictions.
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