Koninklijke Kpn N V - Report of Foreign Issuer (6-K)
28 März 2008 - 3:11PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For March 25 through March 26, 2008
KONINKLIJKE KPN N.V.
Maanplein 55
2516 CK The Hague
The Netherlands
(Exact name of registrant and address of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under
cover Form 20-F or Form 40-F.
Form 20-F
x
Form 40-F
o
Indicate
by check mark whether the registrant by furnishing the information contained in
this Form is also thereby furnishing the information to the Commission
pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes
o
No
x
If
Yes is marked, indicate below the file under assigned to the registrant in
connection with Rule 12g3-2(b):
This
Report on Form 6-K contains a copy of the following press releases:
·
Progress on share repurchase program KPN, dated March 25,
2008;
·
KPN to acquire Blau Mobilfunk, dated March 26, 2008;
·
KPN applied for delisting from New York, London and Frankfurt
Stock Exchanges, dated March 26, 2008;
·
KPN announces Eurobond, dated March 26, 2008;
·
KPN issues EUR 850 million Eurobond, dated March 26,
2008.
2
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Press
release
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Progress on share repurchase program KPN
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Date
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25 March 2008
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Number
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014pe
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Further to the share
repurchase program announced on 5 February 2008, KPN announces that,
during 17 March to 21 March 2008, it has repurchased 4,525,000 KPN
ordinary shares at an average price of EUR 11.10. To date, approximately 18% of
the repurchase program has been completed. The repurchase program that started
on 22 February 2008 will run through 31 December 2008.
3
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Press
release
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KPN to acquire Blau Mobilfunk
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Date
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26 March 2008
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Number
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015pe
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KPN announces that it has
entered into an agreement to acquire Blau Mobilfunk GmbH. Blau Mobilfunk is a
wholesale partner of KPNs German mobile operator E-Plus, focusing on the
discount and ethnic market segments via own and partner brands. Through the acquisition
E-Plus will further strengthen is strategic position in the growing discount
and ethnic segments in Germany.The current management will stay on board and
also the structure of the company will remain unchanged.
By year end 2007 Blau
posted revenues of EUR 42 million, a fourfold increase compared to 2006.Blau
Mobilfunk employs 60 people. Its head office is based in Hamburg.The
transaction is subject to approval from the German competition authority.
4
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Press
release
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KPN applied for
delisting from New York, London and Frankfurt Stock Exchanges
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Date
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26 March 2008
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Number
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016pe
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As
announced in December 2007, KPN is delisting its American Depositary
Receipts (ADRs) from the New York Stock Exchange (NYSE) and its ordinary shares
from the London Stock Exchange and the Frankfurt Stock Exchange. KPN yesterday
filed a Form 25 with the Securities and Exchange Commission (SEC) to
effect the delisting of its ADRs from the NYSE. The delisting is expected to
become effective on April 4, 2008. KPN reserves the right to withdraw the Form 25
for any reason prior to its effectiveness.
KPN
also provided written notice to the London Stock Exchange and the Frankfurt
Stock Exchange of its request to delist the KPN ordinary shares from those
exchanges. The delisting of the KPN ordinary shares from the London Stock
Exchange is expected to become effective on April 4, 2008, and the
delisting of the KPN ordinary shares from the Frankfurt Stock Exchange is
expected to become effective in the third quarter of 2008. KPN reserves the
right to withdraw its requests for delisting for any reason prior to their
effectiveness.
KPN
confirms its intention to file a Form 15F with the SEC to deregister and
terminate its reporting obligations under the U.S. Securities Exchange Act as
soon as practicable following the delisting of the ADRs from the NYSE. Upon the
filing of the Form 15F, KPNs reporting obligations under the U.S.
Securities Exchange Act will be immediately suspended. The deregistration will
be effective 90 days after the filing, unless the Form 15F is withdrawn by
KPN prior to such time. KPN reserves the right to delay or withdraw for any
reason the filing of the Form 15F.
The
deregistration by KPN will also cover KPNs outstanding U.S. dollar denominated
bonds issued in 2000. KPNs obligations to these bondholders will not be
affected by the deregistration.
KPN
will convert its current ADR program into a Level I ADR program to give current
ADR holders the option to continue to hold ADRs. Level I ADRs are traded in the
U.S. over-the-counter (OTC) market as opposed to on a U.S. national securities
exchange. KPNs ordinary shares will continue to be traded on Euronext
Amsterdam.
KPN
will continue to publish its Annual Report, Accounts and other material
investor communications on its corporate website, www.kpn.com/ir, in accordance
with U.S. Securities Exchange Act Rule 12g3-2(b).
KPN
is committed to providing a high standard of corporate governance, information
and disclosure in line with the current Dutch corporate governance code and
regulatory requirements. KPN is also focused on continuously improving the
quality of its internal control and risk management, wherein the positive
elements of the Sarbanes-Oxley legislation will continue to form part of KPNs
governance, internal control and reporting.
5
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Press
release
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Date
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26 March 2008
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Number
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KPN announces Eurobond
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017pe
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KPN announces its
intention to issue a benchmark Eurobond under its Global Medium Term Note
program. The proceeds of this bond will be used
to refinance bonds maturing in
2008,
to redeem the
temporary drawdowns on the credit facilities and for general corporate purposes.
In the interest of
maintaining flexibility to invest in and grow KPNs business and to maximize
returns to shareholders whilst protecting the interest of bondholders, KPN
targets an optimum capital structure as set out in its financial framework
which involves a net debt to EBITDA (1) ratio within the range of 2 to 2.5
times. Furthermore, KPN intends to maintain a minimum credit rating of Baa2
(Moodys) and BBB (S&P).
KPNs net debt amounted
to EUR 11.0 bn whilst the net debt to EBITDA ratio stood at 2.3x by the end of
Q4 2007. KPN has a credit rating of BBB+ with a negative outlook by S&P and
Baa2 with a stable outlook by Moodys.
BNP Paribas, Rabobank and
RBS have been appointed to act as joint book runners for this transaction.
(1) Based on 12 months rolling EBITDA excluding book gains/losses
and restructuring costs, both over EUR 20 mn
6
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Press
release
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Date
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26 march 2008
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Number
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KPN issues EUR 850
million Eurobond
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018pe
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KPN has successfully
launched a EUR 850 million Eurobond with a long 7 year maturity and a coupon of
6.50%. The bond was placed with a broad range of institutional investors in
Europe.
The bonds have been
issued under KPNs Global Medium Term Note program and will be listed on
Euronext Amsterdam. The proceeds of this bond will be used to redeem the
temporary drawdowns on the credit facilities
, to refinance bonds maturing
in 2008
and for
general corporate purposes.
KPN has a credit rating
of BBB+ with negative outlook by S&P and Baa2 with stable outlook by
Moodys.
BNP Paribas, Rabobank and
RBS have acted as joint book runners for this transaction.
7
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
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KONINKLIJKE KPN N.V.
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Dated: March 28, 2008
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By:
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/s/ MICHEL
HOEKSTRA
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Michel
Hoekstra
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Legal Counsel
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8
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