PostNL announces tender offer for outstanding bonds

The Hague – PostNL announces a tender offer targeting its outstanding EUR 2015, EUR 2017 and GBP 2018 bonds.

Following the announcement that PostNL has sold approximately 15 % of the outstanding share capital of TNT Express, resulting in gross cash proceeds of € 507 million, PostNL announces a tender offer aiming to purchase a portion of the outstanding EUR 2015, EUR 2017 and GBP 2018 bonds through G3 Worldwide Mail N.V, part of the PostNL Group.

The tender prices for each of the bonds will be determined via a modified Dutch auction. The maximum purchase spread is 45 bps for the EUR 2015 bond, 105 bps for the EUR 2017 bond and 160 bps for the GBP 2018 bond. The reference benchmark for determining the tender prices will be the interpolated mid-swaps rate to maturity for the EUR 2015 and EUR 2017 bonds, and the applicable reference Gilt rate for the GBP 2018 bond.

The maximum cash spend amount in the offer is € 500 million including accrued interest.

The tender offer commenced today, 6 December 2013, and expires at 5 p.m. (CET), on 12 December 2013. The final results of the transaction will be announced on 13 December 2013 and the expected settlement date is 17 December 2013.

Deutsche Bank AG, London Branch, BNP PARIBAS and Royal Bank of Scotland are acting as Joint Dealer Managers on the transaction.

BofA Merrill Lynch, acting through Merrill Lynch International, is acting as financial advisor to PostNL on this transaction.

A Tender Offer Memorandum setting out the terms of the tender offer is available for interested bondholders via the agent appointed by PostNL, Lucid Issuer Services (+44 20 7704 0880, or by e mail: postnl@lucid-is.com).

This announcement and the Tender Offer Memorandum does not constitute an offer or an invitation to participate in the Invitations in the United States or in any other jurisdiction in which, or to any person to or from whom, it is unlawful to make such offer or invitation or for there to be such participation under applicable laws. The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required by PostNL and the Dealer Managers to inform themselves about and to observe any such restrictions.