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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.
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”)
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 tendered
The 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 Amounts
The 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 Rate
The 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.
BofA Securities Europe SA
Mizuho Securities Europe GmbH
TENDER AND INFORMATION AGENT
Kroll Issuer Services Limited
32 London Bridge Street
London SE1 9SG
Telephone: +44 20 7704 0880
Attention: Jacek Kusion
The 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.
The 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.