Obligation KPN 0.875% ( XS2229470146 ) en EUR

KPN

80.15 % ▼

Pays-Bas

XS2229470146 ( en EUR )

0.875% par an ( paiement annuel )

13/12/2032

Prospectus brochure de l'obligation KPN XS2229470146 en EUR 0.875%, échéance 13/12/2032

100 000 EUR

600 000 000 EUR

14/12/2024 ( Dans 210 jours )

L'Obligation émise par KPN ( Pays-Bas ) , en EUR, avec le code ISIN XS2229470146, paye un coupon de 0.875% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 13/12/2032

EXECUTION VERSION
FINAL TERMS
PROHIBITION OF SALES TO EEA AND UK RETAIL INVESTORS The Notes are not intended to
be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to
any retail investor in the European Economic Area (EEA) or in the United Kingdom (the UK). For these
purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of
Article 4(1) of Directive 2014/65/EU (as amended, MiFID II); (ii) a customer within the meaning of Directive
2016/97/EU (the Insurance Distribution Directive), where that customer would not qualify as a professional
client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the
Prospectus Regulation. Consequently no key information document required by Regulation (EU) No
1286/2014 (the PRIIPs Regulation) for offering or selling the Notes or otherwise making them available to
retail investors in the EEA or in the UK has been prepared and therefore offering or selling the Notes or
otherwise making them available to any retail investor in the EEA or in the UK may be unlawful under the
PRIIPs Regulation.
MIFID II product governance / Professional investors and ECPs only target market Solely for the
purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes
has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional
clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible
counterparties and professional clients are appropriate. Any person subsequently offering, selling or
recommending the Notes (a distributor) should take into consideration the manufacturers' target market
assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment)
and determining appropriate distribution channels.
Notification under Section 309B(1)(c) of the Securities and Futures Act (Chapter 289) of Singapore (the
SFA) In connection with Section 309B of the SFA and the Securities and Futures (Capital Markets)
Regulations 2018 of Singapore (the CMP Regulations 2018), the Issuer has determined the classification of
the Notes as prescribed capital markets products (as defined in the CMP Regulations 2018) and Excluded
Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and
MAS Notice FAA-N16: Notice on Recommendation on Investment Products).
10 September 2020
Koninklijke KPN N.V.
Legal entity identifier (LEI): 549300YO0JZHAL7FVP81
Incorporated in the Netherlands as a public limited liability company
(naamloze vennootschap) with its corporate seat in Rotterdam
Issue of 600,000,000 0.875 per cent. Fixed Rate Notes due 14 December 2032
under the Global Medium Term Note Programme
PART A CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the
Prospectus dated 1 May 2020 and the supplement to it dated 4 September 2020 which together constitute a
base prospectus for the purposes of the Prospectus Regulation (the Base Prospectus). This document
constitutes the Final Terms of the Notes described herein which have been prepared for the purposes of the
Prospectus Regulation and must be read in conjunction with such Base Prospectus in order to obtain all the
relevant information. The Base Prospectus and the Final Terms have been published on ir.kpn.com.
1

EXECUTION VERSION
1.
Issuer:
Koninklijke KPN N.V.
2.
(i)
Series Number:
29
(ii)
Tranche Number:
1
(iii)
Date on which the Notes
Not Applicable
will be consolidated and
form a single Series:
3.
Specified Currency or Currencies:
EUR ()
4.
Aggregate Nominal Amount:
(i)
Series:
600,000,000
(ii)
Tranche:
600,000,000
5.
Issue Price of Tranche:
98.623 per cent. of the Aggregate Nominal Amount
6.
(a)
Specified Denominations:
100,000
(b)
Calculation Amount:
100,000
7.
(i)
Issue Date:
14 September 2020
(ii)
Interest
Commencement Issue Date
Date:
8.
Maturity Date:
14 December 2032
9.
Interest Basis:
0.875 per cent. Fixed Rate
(see paragraph 15 below)
10.
Redemption/Payment Basis:
Subject to any purchase and cancellation or early
redemption, the Notes will be redeemed on the Maturity
Date at 100 per cent. of their nominal amount
11.
Change of Interest Basis
Not Applicable
12.
Put/Call Options:
Investor Put
Issuer Refinancing Call
Issuer Make-whole Redemption Call
Issuer Residual Call
(see paragraph 19/20/21/22 below)
13.
Status of the Notes:
Senior
14.
Method of distribution:
Syndicated
2

EXECUTION VERSION
Provisions Relating to Interest (if any) Payable
15.
Fixed Rate Note Provisions
Applicable
(i)
Rate of Interest:
0.875 per cent. per annum payable in arrear on each
Interest Payment Date
(ii)
Interest Payment Date(s):
14 December in each year, commencing on 14 December
2020, up to and including the Maturity Date. There will be
a short first coupon
(iii)
Fixed Coupon Amount(s):
875.00 per Calculation Amount
(iv)
Broken Amount(s):
217.55 per Calculation Amount, payable on the Interest
Payment Date falling on 14 December 2020
(v)
Day Count Fraction:
Actual/Actual (ICMA)
(vi)
Determination Date:
14 December in each year
16.
Floating Rate Note Provisions
Not Applicable
17.
Zero Coupon Note Provisions
Not Applicable
Provisions Relating to Redemption
18.
Issuer Call:
Not Applicable
19.
Issuer Refinancing Call:
Applicable
(i)
Date from which Issuer
14 September 2032
Refinancing Call may be
exercised:
(ii)
Notice period (if other than
As per Conditions
set out in the Conditions):
20.
Make-whole Redemption Call
Applicable
(i)
Notice period (if other than
As per Conditions
set out in the Conditions):
(ii)
Parties to be notified by
Not Applicable
Issuer
of
Make-whole
Redemption
Date
and
Make-whole
Redemption
Amount in addition to those
set out in Condition 6(c)(C):
(iii)
Discounting
basis
for
Annual
purposes of calculating sum
of the present values of the
remaining
scheduled
payments of principal and
3

EXECUTION VERSION
interest on Redeemed Notes
in the determination of the
Make-whole
Redemption
Amount:
(iv)
Make-Whole Redemption
0.25 per cent.
Margin:
(v)
Quotation Agent:
Citibank, N.A., London Branch
(vi)
Reference Dealers:
ABN AMRO Bank N.V.
Coöperatieve Rabobank U.A.
Deutsche Bank Aktiengesellschaft
J.P. Morgan Securities plc
UniCredit Bank AG
(vii)
Reference Security:
DBR 0.000% 15 August 2030, ISIN: DE0001102507
21.
Issuer Residual Call
Applicable
(i)
Notice period (if other than
As per Conditions
set out in the Conditions):
(ii)
Residual
Call
Early 100,000 per Calculation Amount
Redemption Amount:
22.
Investor Put:
Applicable Change of Control
(i)
Optional Redemption
As per Conditions
Date(s):
(ii)
Optional Redemption
100,000 per Calculation Amount
Amount(s):
(iii)
Notice period (if other than
As per Conditions
set out in the Conditions):
23.
Final Redemption Amount:
100,000 per Calculation Amount
24.
Early Redemption Amount payable
100,000 per Calculation Amount
on redemption for taxation reasons
or on event of default:
General Provisions Applicable to the Notes
25.
Form of Notes:
Bearer Notes:
(i)
Form
Temporary Bearer Global Note exchangeable for a
Permanent Bearer Global Note which is exchangeable for
Definitive Bearer Notes only upon an Exchange Event,
4

EXECUTION VERSION
subject to mandatory provisions of applicable laws and
regulations.
(ii)
New Global Note
Yes
26.
Additional Financial Centre(s) or Not Applicable
other special provisions relating to
Payment Dates:
27.
Talons for future Coupons to be No
attached to Definitive Notes (and
dates on which such Talons mature):
28.
For the purposes of Condition 13, No
notices to be published in the
Financial Times:
29.
Condition 7(a) or 7(b) of the Notes Condition 7(b) applies and Condition 6(b) applies
applies:
Signed on behalf ofKoninklijke KPN N.V.
sy: lt.... ... 12, .... rILr..r..1. ... e.r
...//7
.
Duly authorised
J t1 . Va. V\ {;) !,,.)._

EXECUTION VERSION
PART B OTHER INFORMATION
1.
LISTING AND ADMISSION
TO TRADING
(i)
Listing and Admission
Application has been made by the Issuer (or on its behalf) for
to trading
the Notes to be admitted to trading on Euronext Amsterdam with
effect from 14 September 2020.
(ii)
Estimate
of
total
8,825
expenses
related
to
admission to trading
2.
RATINGS
Ratings:
The Notes to be issued are expected to be rated Baa3 by Moody's
Service España S.A., BBB by S&P Global Ratings Europe
Limited and BBB by Fitch Ratings Ltd.
Each of Moody's Investors Service España S.A., S&P Global
Ratings Europe Limited and Fitch Ratings Ltd. is established in
the European Union or in the United Kingdom and is registered
under Regulation (EC) No. 1060/2009 (as amended) (the CRA
Regulation).
3.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save for any fees payable to the Managers, so far as the Issuer is aware, no person involved in the
issue of the Notes has an interest material to the offer. The Managers and their affiliates have engaged,
and may in the future engage, in investment banking and/or commercial banking transactions with,
and may perform other services for, the Issuer and its affiliates in the ordinary course of business.
4.
REASONS FOR THE OFFER AND ESTIMATED NET PROCEEDS
(i)
Reasons for the offer:
See "Use of Proceeds" in the Base Prospectus
(ii)
Estimated net proceeds:
590,238,000
5.
YIELD
Indication of yield:
0.995 per cent. per annum
The yield is calculated at the Issue Date on the basis of the Issue
Price. It is not an indication of future yield.
6.
OPERATIONAL INFORMATION
(i)
ISIN:
XS2229470146
(ii)
Common Code:
222947014
(iii)
CUSIP:
Not Applicable
(iv)
CINS:
Not Applicable
6

EXECUTION VERSION
(v)
CFI:
DTFXFB, as updated, as set out on the website of the
Association of National Numbering Agencies (ANNA) or
alternatively sourced from the responsible National
Numbering Agency that assigned the ISIN
(vi)
FISN:
KONINKLIJKE KPN/1EMTN 20321214, as updated, as set
out on the website of the Association of National Numbering
Agencies (ANNA) or alternatively sourced from the
responsible National Numbering Agency that assigned the
ISIN
(vii)
Any clearing system(s)
Not Applicable
other than Euroclear Bank
SA/NV and Clearstream
Banking, S.A. and the
relevant
identification
number(s):
(viii)
Delivery:
Delivery against payment
(ix)
Names and addresses of
Not Applicable
additional Paying Agent(s)
(if any):
(x)
Intended to be held in a
Yes
manner which would allow
Eurosystem eligibility:
Note that the designation "yes" simply means that the Notes
are intended upon issue to be deposited with one of the
ICSDs as common safekeeper and does not necessarily
mean that the Notes will be recognised as eligible collateral
for Eurosystem monetary policy and intra-day credit
operations by the Eurosystem either upon issue or at any or
all times during their life. Such recognition will depend
upon satisfaction of the Eurosystem eligibility criteria.
7.
DISTRIBUTION
(i)
If syndicated, names of
ABN AMRO Bank N.V.
Managers:
Coöperatieve Rabobank U.A.
Deutsche Bank Aktiengesellschaft
J.P. Morgan Securities plc
UniCredit Bank AG
(ii)
Stabilisation Manager:
Coöperatieve Rabobank U.A.
(iii)
If non-syndicated, name of
Not Applicable
relevant Dealer:
(iv)
U.S. Selling Restrictions:
Reg. S Compliance Category 2; TEFRA D Rules applicable
7

EXECUTION VERSION
(v)
Prohibition of Sales to EEA
Applicable
and UK Retail Investors:
(vi)
Prohibition of Sales to
Applicable
Belgian Consumers:
8