KPN announces Indicative Results of its Tender Offer
Koninklijke KPN N.V. announces indicative results of its tender offer for its £850,000,000 5.75 per cent. Notes due 2029
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (the United States) OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
Koninklijke KPN N.V. (the Company) announces today the indicative results of its invitation to holders of its outstanding £850,000,000 5.75 per cent. Notes due 2029 (ISIN: XS0451790280) of which £549,996,000 in nominal amount currently remains outstanding (the 2029 Notes) to tender their 2029 Notes for purchase by the Company for cash (the 2029 Notes Offer).
The 2029 Notes Offer was announced on 3 February 2026 together with the invitation to holders of its outstanding £400,000,000 5.00 per cent. Notes due 2026 (ISIN: XS0707430947) (of which £250,000,000 in nominal amount currently remains outstanding) (the 2026 Notes and together with the 2029 Notes, the Notes) to tender their 2026 Notes for purchase by the Company for cash (the 2026 Notes Offer and together with the 2029 Notes Offer, the Offers). This was made on the terms and subject to the conditions contained in the tender offer memorandum dated 3 February 2026 (the Tender Offer Memorandum) including, without limitation, the satisfaction (or waiver) of the New Financing Condition.
Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum. The Expiration Deadline for the Offers was 5.00 p.m. (Amsterdam time) on 10 February 2026.
No indicative results are provided for the 2026 Notes, which are the subject of an any-and-all-offer and will, if accepted, be purchased in full (subject to the satisfaction of the New Financing Condition).
Expected Acceptance Amount
As at the Expiration Deadline, the Company had received valid tenders for purchase pursuant to the 2029 Notes Offer of £182,458,000 in aggregate nominal amount of 2029 Notes.
If the Company decides to accept 2029 Notes validly tendered pursuant to the 2029 Notes Offer, and the New Financing Condition is satisfied (or waived), the Company expects that the 2029 Notes Final Acceptance Amount will be set as follows:
| Notes | Expected 2029 Final Acceptance Amount | Expected Proration Factor |
| 2029 Notes | £ 182,458,000 | N/A |
Noteholders should note that this is a non-binding indication of the level at which the Company expects to set the 2029 Notes Acceptance Amount.
Pricing for the 2029 Notes Offer 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 2026 Notes Final Acceptance Amount, the 2029 Notes Final Acceptance Amount, the 2029 Notes Benchmark Security Rate, the 2029 Notes Purchase Yield, the 2029 Notes Purchase Price, the Proration Factor that will be applied to valid tenders of 2029 Notes (if any) 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 13 February 2026.
Requests for information in relation to the Offers should be directed to:
BNP PARIBAS (Tel: ; Attention: Liability Management Group; Email: ) and Citigroup Global Markets Europe AG (Tel: 9; Attention: Liability Management Group; Email: ) are acting as Dealer Managers in respect of the Offers.
ABN AMRO Bank N.V. (Tel: ; Attention: Liability Management Group; Email: ), Goldman Sachs Bank Europe SE (Tel: 6; Attention: Liability Management Group; Email: ), SMBC Bank EU AG (Tel: 441; Attention: Liability Management; Email: ) and UniCredit Bank GmbH (Tel: 2; Attention: Liability Management; Email: ) are acting as Co-Dealer Managers in respect of the Offers.
Kroll Issuer Services Limited (Tel: 0; Attention: Scott Boswell; Email: ; Offer Website: kpn) is acting as Tender Agent in respect of the Offer.
DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire any securities is being made pursuant to this announcement. The distribution of this announcement and 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, the Co-Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.
Formal disclosures:
Royal KPN N.V.
Head of IR: Matthijs van Leijenhorst
Inside information: Yes
Topic: KPN announces indicative results of its Tender Offer
11/02/2026
KPN-N
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