Capital/Financing Update • Nov 6, 2023
Capital/Financing Update
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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. (the "Offeror") has today launched 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") to tender such Notes for purchase by the Offeror for cash up to the Maximum Acceptance Amount (as defined below) (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").
The full launch announcement in respect of the Offer is available on the website of the Offeror at: https://www.postnl.nl/en/about-postnl/investors/bonds/. Copies of the Tender Offer Memorandum are (subject to applicable law and regulation and the offer and distribution restrictions) available from Kroll Issuer Services Limited (the "Tender Agent"). Capitalised terms used and not otherwise defined in this announcement have the meanings given to them in the Tender Offer Memorandum.
| Description of the Notes |
ISIN / Common Code |
Maturity Date |
Aggregate Nominal Amount Outstanding |
Benchmark Rate |
Purchase Spread |
Maximum Acceptance Amount |
|---|---|---|---|---|---|---|
| €400,000,000 1.000 per cent. fixed rate Notes due 21 November 2024 |
XS1709433509 / 170943350 |
21 November 2024 |
€400,000,000 | Interpolated Mid-Swap Rate |
0 bps | Subject as set out in the Tender Offer Memorandum, €160,000,000 in aggregate nominal amount of Notes (which amount can be increased or decreased at the Offeror's sole and absolute discretion) |
The purpose of the Offer is to proactively manage the Offeror's balance sheet. Furthermore, the Offer will provide liquidity to those holders whose Notes are accepted in the Offer.
The Offeror intends to cancel the Notes purchased by it pursuant to the Offer and such Notes will therefore not be re-issued or re-sold.
The Purchase Price will be determined at or around 11.00 a.m. (CET) (the "Pricing Time") on 14 November 2023 (subject to the right of the Offeror to extend, re-open, amend and/or terminate the Offer) as the price (expressed as a percentage of the nominal amount of Notes accepted for Purchase pursuant to the Offer and rounded to the nearest 0.001 per cent., with 0.0005 per cent. being rounded upwards) equal to (a) the value of all remaining payments of principal and interest on the Notes up to and including the Maturity Date of the Notes, discounted to the Settlement Date at a discount rate equal to the Purchase Yield, minus (b) Accrued Interest (as defined below).
The Offer begins today and the expiration deadline shall be at 5.00 p.m. (CET) on 13 November 2023 (the "Expiration Deadline"). Announcement by the Offeror of a non-binding indication of the Final Acceptance Amount and any applicable Scaling Factor is expected to be made as soon as practicable after the Expiration Deadline and is expected to be on 14 November 2023. Pricing is expected to be determined at or around on 11:00 a.m. (CET) on 14 November 2023. Announcement by the Offeror of (i) whether it will accept any valid tenders of Notes pursuant to the Offer and, if so accepted, (ii) the aggregate nominal amount of Notes validly tendered for purchase pursuant to the Offer, (iii) the Final Acceptance Amount, (iv) the Interpolated Mid-Swap Rate, the Purchase Yield and the Purchase Price, (v) any Scaling Factor that will be applied to any valid tenders of Notes accepted for purchase, (vi) the Settlement Date for the Offer and (vii) the nominal amount of Notes that will remain outstanding after the Settlement Date is expected to be made as soon as reasonably practicable after the Pricing Time with Settlement expected to occur on 16 November 2023. The Offeror may, in its sole and absolute discretion, extend, re-open, amend, waive any condition of or terminate the Offer at any time (subject to applicable law and as provided in the Tender Offer Memorandum).
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.
Questions and requests for assistance in connection with the (i) Offer may be directed to the Dealer Managers, (as set out below) and (ii) delivery of Tender Instructions may be directed to the Tender Agent, the contact details for each of which are on the last page of the Tender Offer Memorandum.
51 Rue La Boétie 75008 Paris France
Telephone: +33 1 877 01057 (Europe) Attention: Liability Management Group Email: [email protected]
Croeselaan 18 3521 CB Utrecht The Netherlands
Telephone: +31 30 216 9022 Attention: Capital Markets/Corporate DCM Email: [email protected]
The Shard 32 London Bridge Street London SE1 9SG United Kingdom
Telephone: +44 20 7704 0880 Attention: Arlind Bytyqi Email: [email protected] Website: https://deals.is.kroll.com/postnl
This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offer. 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 | Linde Kok | |||
| Manager Investor Relations | Senior Investor Relations Specialist | ||||
| M:+31 610 51 96 70 | M:+31 631 67 56 45 | ||||
| E: [email protected] | E: [email protected] | ||||
| Media Relations | Dagna Hoogkamer | ||||
| Manager Media Relations | |||||
| M: +31 622 05 36 29 | |||||
| E: [email protected] |
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