Philips launches offering of Green and Sustainability Innovation Notes and a series of responsibility management transactions
April 28, 2022
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM A PART OF ANY OFFER OR INVITATION TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES OF PHILIPS.
Amsterdam, Netherlands – Royal Philips (NYSE: PHG, AEX: PHIA), a global health technology leader, today announced that it intends to issue one or more series of bonds (the “Bonds”) under its European term notes (EMTN) (the “EMTN Offering”), as well as a series of liability management transactions, which are expected to extend the Company’s debt maturity profile.
With these transactions, Philips aims to take advantage of current financial market conditions to further optimize the maturity profile of its debt and liabilities. Once completed, these transactions should have a neutral impact on the amount of outstanding debt.
Net ticket proceeds will be used for eligible projects under the Philips Green and Sustainability Innovation Bond Framework. Pending the full allocation of the net proceeds of the Notes, Philips intends to optimize its short-term cash liquidity profile by allocating such net proceeds to the following liability management transactions, all of which are subject to the success of the EMTN Offer:
- A tender offer for certain series of its outstanding US dollar-denominated bonds due 2025 and 2026;
- A tender offer for certain series of its outstanding euro-denominated bonds due 2023, 2024 and 2025 (the “Euro Tender Offer”);
- The proposed full redemption of any Euro-denominated bond due 2023 and 2024 that is not purchased under the Euro Tender Offer (the “Euro Full Redemption”); and
- The proposed agreement with relevant counterparties for the early settlement of outstanding forward contracts entered into in the third quarter of 2021 under the share buyback program for capital reduction purposes announcement on July 26, 2021 (the “Early Early Settlement”). The acquisition of 19,571,218 shares through the settlement of these forward contracts would result in the early realization of the buyback program. Philips would then expect to cancel a total of approximately 28.3 million shares (including shares acquired through open market purchases in December 2021 and January 2022 under the buyback program). aforementioned shares) during the year 2022, which represents 3.3% of the currently outstanding shares of Philips.
Any decision by Philips to repurchase the outstanding bonds as part of the full Euro repayments or to finalize the early settlement will depend on various factors at that time.
For more information, please contact:
Philips Global Press Office
Such. : +31 6 1521 3446
E-mail: [email protected]
Philips Investor Relations
Such. : +31 20 5977055
E-mail: [email protected]
About Royal Philips
Royal Philips (NYSE: PHG, AEX: PHIA) is a leading health technology company focused on improving the health and well-being of people and driving better outcomes in the across the health continuum – from healthy living and prevention to diagnosis, treatment and home care. Philips relies on cutting-edge technology and in-depth clinical and consumer insights to deliver integrated solutions. Based in the Netherlands, the company is a leader in diagnostic imaging, image-guided therapy, patient monitoring and health informatics, as well as consumer health and care. residence. Philips generated sales of €17.2 billion in 2021 and employs approximately 78,000 employees with sales and service in over 100 countries. Information about Philips can be found at www.philips.com/newscenter.
This press release contains certain forward-looking statements regarding the financial condition, results of operations and businesses of Philips and certain of Philips’ plans and objectives with respect to these items. Examples of forward-looking statements include statements made regarding the EMTN Offer, the USD Tender Offer, the Euro Tender Offer, the Euro Full Redemption and the Early Settlement. By their nature, these statements involve risks and uncertainties because they relate to future events and circumstances and many factors could cause actual results and developments to differ materially from those expressed or implied by these statements.
This announcement is for informational purposes only and does not constitute or form part of an offer or invitation to sell, or a solicitation of an offer to buy, securities of Philips. The securities offered under the EMTN Offering have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States States in the absence of registration or an applicable exemption from registration requirements. Neither the EMTN Offer nor the Public Offer in Euros is being made and will not be made directly or indirectly in or to, or through the use of the couriers of, or by any means or instrument (including, without limitation , transmission by facsimile, telex, telephone, e-mail and other forms of electronic transmission) of interstate or foreign commerce of, or any facility of a national stock exchange of, or to the owners of the securities in question which are located or resident in the United States or to US Persons as defined in Regulation S of the Securities Act.
In the United Kingdom, this announcement is being distributed to and is directed only to (a) persons with professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) the Financial Services and Markets (Promotion) Act 2005, as amended (the “Ordinance”); or (b) high net worth companies, and other persons to whom they may otherwise lawfully be disclosed, falling within section 49(2)(a) to (d) of the Ordinance (all such persons being referred to as together as “relevant persons”. The Bonds are available only to relevant persons and any invitation, offer or agreement to subscribe, purchase or acquire such Bonds will be available only to relevant persons or will not be engaged only with them.Anyone who is not a relevant person should not act or rely on this announcement or any of its contents.
The target market for manufacturers (MIFID II and UK MiFIR product governance) is made up of eligible counterparties and professional clients only (all distribution channels). No PRIIPs or UK PRIIPs key information document (KID) have been prepared as they are not available for retail sale in the EEA or the UK.