€€ New Corporate Issue - KPN EUR PerpNC5.25 Hybrid - IPTs 2.5-2.625% €€€
- New EUR 500m (WNG) PerpNC5.25 Hybrid
- IPTs 2.5%-2.625%
- Netroadshow:
www.netroadshow.com Passcode: KPN2019
Issuer: Koninklijke KPN N.V. (Ticker: KPN; Country: NL)
Notes: € Perp NC5.25 Securities
Format: RegS Bearer Notes
Pricing Date: 30 October 2019
Settlement: T+7
Settlement Date: 8 November 2019
Issuer Rating: Baa3 (stable) / BBB (stable) / BBB (stable)
(Moody’s / S&P / Fitch)
Exp. Issue Rating: Ba2 / BB+ / BB+
(Moody’s / S&P / Fitch)
Expected Equity Credit:Moody’s: 50% (Basket C) / S&P: 50% (until First Reset
Date) / Fitch: 50%
Documentation: Standalone documentation
Status/Ranking: Direct, unsecured and deeply subordinated obligations,
senior to ordinary and preference shares of the Issuer,
pari passu with Parity Obligations (including £ and $
outstanding hybrids)
Maturity: Perpetual
Size: EUR 500m WNG
IPTs: ** 2.5-2.625% **
First Reset Date: 8 February 2025
Optional redemption: At any time between 8 November 2024 (the First Call
Date) and the First Reset Date and on every annual
Interest Payment Date thereafter at par
Interest payment: Annually in arrear at a fixed rate at [●]% per annum
until First Reset Date. Then reset on First Reset Date
and every 5yrs thereafter to € 5yr Mid-swaps + Initial
Margin + relevant step up. Benchmark replacement clause
will apply in case of a Benchmark Event
Optional Interest Deferral: At the Issuer’s discretion in whole or in part;
cumulative and compounding (cash settled)
Compulsory Arrears of Interest Settlement Event : Deferred interest must be
paid upon:
- Payment of any dividend, other distribution or payment
in respect of any Junior or Parity Obligations (subject
to certain exceptions)
- Repurchase or redemption of any Junior Obligation of
the Issuer or any Subsidiary (subject to certain
exceptions)
- Repurchase, purchase, redemption or other acquisition
of any Parity Obligations or Securities by the Issuer or
any Subsidiary (subject to certain exceptions)
- The date on which the Issuer pays, in whole, the
scheduled interest on the Securities
- The liquidation of the Issuer
Step-ups: First step-up date on 8 February 2030 [in year 10.25]
Second step-up date on 8 February 2045 [in year
25.25]
Special Event Redemption: - At any time upon a Rating Event, Tax Deduction
Event or an Accounting Event, at 101% until the First
Call Date then at par
- At any time upon a Substantial Repurchase Event (75%),
a Change of Control Event, or a Withholding Tax Event at
par
Step-up After Change of Control Event: If the Issuer does not elect to redeem
the Securities following the occurrence of a Change of
Control Event, the then prevailing Interest Rate, and
each subsequent Interest Rate shall be increased by 5
percentage points of the nominal of the Securities with
effect from (and including) the date on which the Change
of Control Event occurred
Replacement Language: Intentional replacement language subject to customary
exceptions
Listing: Euronext Dublin GEM (Unregulated Market)
Denominations: €100,000 x €100,000
Risk Factors: Investors should read the Risk Factors in the Preliminary
Offering Circular dated 30 October 2019
Governing Law: English law save for certain provisions relating to
subordination and waiver of set-off which shall be
governed by Dutch Law
ISIN: XS2069101868
Use of Proceeds: General corporate purposes including refinancing of debt
MIFID II Target Market: MiFID II professionals / ECPs-only / No PRIIPs KID –
Manufacturer target market (MIFID II product governance)
is eligible counterparties and professional clients only
(all distribution channels). No PRIIPs key information
document (KID) has been prepared as not available to
retail in EEA.
Selling Restrictions: As per Preliminary Offering Circular dated 30 October
2019; Reg S/ TEFRA D; No communications with or into the
US
NetRoadshow:
www.netroadshow.com Passcode: KPN2019 (not case-sensitive)
Joint Structuring Advisors & Joint Global Coordinators: Barclays, Goldman Sachs
International
Joint Lead Managers: Barclays (B&D), BNP Paribas, Goldman Sachs International
and NatWest Markets
Timing: Books open, today’s business