Capital/Financing Update • Nov 14, 2023
Capital/Financing Update
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Further to its announcements on 6 November and earlier today, PostNL N.V. (the "Offeror") now announces the final results of its invitation to holders of its outstanding €400,000,000 1.000 per cent. fixed rate Notes due 21 November 2024 (ISIN: XS1709433509) (the "Notes" and each such holder, a "Noteholder"), to tender such Notes for purchase by the Offeror for cash up to the Maximum Acceptance Amount (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 6 November 2023 (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 6 November 2023. The Expiration Deadline for the Offer was on 13 November 2023 at 5:00 p.m. (CET). The pricing of the Offer took place at or around 11:00 a.m. CET today.
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 Mid-Swap Rate, the Purchase Yield and the Purchase Price, (ii) the Final Acceptance Amount, (iii) the Scaling Factor, and (iv) the nominal amount of Notes that will remain outstanding after the Settlement Date.
| Notes | ISIN / Common Code |
Final Acceptance Amount |
Scaling Factor |
Nominal Amount outstanding after Settlement Date |
Purchase Spread |
Interpolated Mid-Swap Rate |
Purchase Yield |
Purchase Price |
|---|---|---|---|---|---|---|---|---|
| €400,000,000 1.000 per cent. fixed rate Notes 21 November due 2024 |
XS17094335 09 / 170943350 |
€47,032,000 | Not applicable |
€352,968,000 | 0 bps | 4.003 per cent. |
4.003 per cent. |
97.074 per cent. |
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 re-issued 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 is expected to be 16 November 2023.
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 Boetie 75008 Paris France
Tel: +33 I 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: [email protected]
Kroll Issuer Services Limited The Shard 32 London Bridge Street London SE I 9SG United Kingdom
Telephone: +44 20 7704 0880 Attention: Arlind Bytyqi Email: [email protected] Website: https://deals.is.kroll.corn/postnl
This announcement must be read in conjunction with the Tender Offer Memorandum and the announcements published on 6 November 2023 and 14 November 2023. 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, the mail and logistics solutions provider for all. With our mail and parcel deliverers who get everywhere, our 5,500 PostNL locations, 11.000 mail boxes and 517 automated parcel lockers, we are always nearby. We aim to be our customers' favourite deliverer by making it as easy as possible for them to send and receive parcels and letters. Our over 35,000 people are right at the heart of society. On weekdays, we deliver an average 1.1 million parcels and 7.4 million letters across the Benelux region. Our focus is on quality for our customers, creating opportunities for our people and adding value for our stakeholders through growth, digitalisation and sustainability initiatives.
We optimise and support our physical networks by using smart digital solutions and launching new propositions that create value for our customers. We build long-lasting working relationships by acting as a good employer and client for everyone who works for and with us. To make our deliveries as sustainable as possible, we cover a lot of kilometres on foot or by bicycle or e-bike, provide innovative city logistics, use cleaner fuels, and use electric vans and light electric trucks. PostNL NV is a listed company with revenues of €3.1 billion in 2022, 61% of this derived from e-commerce. We provide deliveries of mail and parcels, logistics solutions for e-commerce, and cross-border solutions.
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 T:+31 88 86 86 161 |
|---|---|
| Investor Relations | Inge Laudy Manager Investor Relations M:+31 610 51 96 70 E: [email protected] |
| Media Relations | Dagna Hoogkamer Manager Media Relations M: +31 622 05 36 29 E: [email protected] |
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