Regulatory Filings • Sep 30, 2025
Regulatory Filings
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA 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.
POSTNL N.V. ANNOUNCES THE FINAL RESULTS OF THE TENDER OFFER FOR ITS OUTSTANDING €300,000,000 0.625 PER CENT. FIXED RATE NOTES DUE 23 SEPTEMBER 2026 (ISIN: XS2047619064)
Further to its announcements on 22 September 2025, PostNL N.V. (the "Offeror") now announces the final results of its invitation to holders of its outstanding €300,000,000 0.625 per cent. fixed rate Notes due 23 September 2026 (ISIN: XS2047619064) (the "Notes" and each such holder, a "Noteholder"), to tender any and all of their Notes for purchase by the Offeror for cash (such invitation, the "Offer"). The Offer is being made subject to applicable law and regulation, on the terms and subject to the conditions and the offer and distribution restrictions described in the tender offer memorandum dated 22 September 2025 (the "Tender Offer Memorandum").
Capitalised terms used in this announcement and not otherwise defined herein have the meanings given to them in the Tender Offer Memorandum.
The Offer was launched by the Offeror on 22 September 2025. The Expiration Deadline for the Offer was on 29 September 2025 at 5:00 p.m. (CEST). The pricing of the Offer took place at or around 11:00 a.m. CEST today.
The Offeror also announced on 22 September 2025 its intention to issue new euro-denominated fixed rate notes (the "New Notes"), subject to market conditions. Whether the Offeror would purchase any Notes validly tendered in the Offer was subject, without limitation, to the successful completion (in the sole determination of the Offeror) of the issue of the New Notes (the ''New Issue Condition''), or the waiver of such condition.
Even if the New Issue Condition was satisfied (or waived), the Offeror was under no obligation to accept for purchase any Notes tendered pursuant to the Offer. The acceptance for purchase by the Offeror of Notes validly tendered pursuant to the Offer was at the sole and absolute discretion of the Offeror.
The Offeror hereby announces that it will accept for purchase in accordance with the terms and subject to the conditions set out in the Tender Offer Memorandum, and at the Purchase Price, all Notes validly tendered pursuant to the Offer without scaling in an aggregate nominal amount equal to the Final Acceptance Amount set out in the table below. The Offeror further announces (i) the Interpolated Rate, the Purchase Yield and the Purchase Price, (ii) the Final Acceptance Amount and (iii) the nominal amount of Notes that will remain outstanding after the Settlement Date.
| Notes | ISIN / Common Code |
Final Acceptance Amount |
Nominal Amount outstanding after Settlement Date |
Purchase Spread |
Interpolated Rate(1) |
Purchase Yield |
Purchase Price |
|---|---|---|---|---|---|---|---|
| €300,000,000 0.625 per cent. fixed rate Notes due 23 September 2026 |
XS2047619064 / 204761906 |
€195,053,000 | €104,947,000 | 10 bps | 2.126 per cent. | 2.226 per cent. |
98.476 per cent. |
Notes:
(1) The rate, expressed as a percentage and rounded to the nearest 0.001 per cent. (with 0.0005 per cent. rounded upwards), as calculated by the Dealer Managers at the Pricing Time on the Pricing Date, by means of linear interpolation to the Maturity Date of the 6-month EURIBOR Rate and 1 Year Mid-Swap Rate. Please refer to the Tender Offer Memorandum for further details.
The Offeror will also pay the Accrued Interest Payment in respect of the Notes accepted for purchase pursuant to the Offer.
Notes purchased by the Offeror pursuant to the Offer will be cancelled by the Offeror and will not be reissued or re-sold. Notes which have not been validly submitted or validly submitted but not accepted for purchase pursuant to the Offer will remain outstanding.
Payment of the Purchase Price and the Accrued Interest Payment in respect of the Notes accepted for purchase by the Offeror pursuant to the Offer will occur on the Settlement Date which, subject to the satisfaction (or waiver) of the New Issue Condition, is expected to be 3 October 2025.
BofA Securities Europe SA and Coöperatieve Rabobank U.A. are acting as Dealer Managers for the Offer and Kroll Issuer Services Limited is acting as Tender Agent.
BofA Securities Europe SA
51 Rue La Boétie 75008 Paris France
Telephone: +33 1 877 01057 Attention: Liability Management Group
Email: [email protected]
Coöperatieve Rabobank U.A.
Croeselaan 18 3521 CB Utrecht The Netherlands
Telephone: +31 30 216 9022 Attention: Capital Markets/Corporate DCM Email:
The News Building 3 London Bridge Street London SE1 9SG United Kingdom
Telephone: +44 20 7704 0880 Attention: Owen Morris Email: [email protected] Website: https://deals.is.kroll.com/postnl
This announcement must be read in conjunction with the Tender Offer Memorandum and the announcement published on 22 September 2025. If any Noteholder is in any doubt as to the contents of this announcement, the Tender Offer Memorandum or the action it should take, it is recommended to seek its own financial, legal, regulatory and tax advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, regulatory tax or legal adviser.
None of the Offeror, the Dealer Managers or the Tender Agent or any of their respective directors, employees, officers, agents or affiliates expresses any opinion about the merits of the Offer or makes any recommendation as to whether or not any Noteholder should offer to sell its Notes and no one has been authorised by the Offeror, the Dealer Managers or the Tender Agent to make any such recommendation.
We are PostNL, here for everyone, bringing it all together for 225 years. With an extensive network of nearly 5,700 PostNL points, 10,000 letterboxes, and around 1,100 automated parcel lockers, also open to various carriers, along with millions of users of the PostNL app, we're always close by. We aim to be everyone's favourite deliverer by making it as easy as possible to send and receive parcels and mail. With over 32,000 colleagues working with us, we are part of society. On an average weekday, we deliver 1.2 million parcels and 6.3 million letters.
We optimise and support our physical networks through the use of smart digital solutions and introduce new propositions that add value for our customers. And aim for sustainable employment relationships by being a good employer to all people working with and for us. We focus on sustainability, making many journeys on foot and by bicycle, increasingly using cleaner fuels and electric vehicles, and offering innovative city logistics. PostNL N.V. is a publicly traded company with a turnover of €3.3 billion in 2024.
This announcement is released by PostNL N.V. Elements of this announcement contain or may contain inside information within the meaning of article 7(1) Market Abuse Regulation (EU) 596/2014, as amended.
Published by PostNL N.V.
Waldorpstraat 3 2521CA The Hague The Netherlands T:+31 88 86 86 161
Investor Relations Inge Laudy
M: +31 610 51 96 70 E: [email protected]
Media Relations Stijn Wesselink
M: +31 625 07 49 71
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