Koninklijke Philips N.V.: Tender Offers Results Notice

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)) OR ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE US VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS NOTICE.

6 May 2022

KONINKLIJKE PHILIPS N.V.

 (THE “COMPANY”)

announces the results of the tender offers in respect of its outstanding

EUR 500,000,000 0.500 per cent. notes due 2023 (ISIN: XS1671760384) (the “2023 Euro Notes”)

EUR 500,000,000 0.750 per cent. notes due 2024 (ISIN: XS1815116568) (the “2024 Euro Notes”)

and

EUR 500,000,000 1.375 per cent. notes due 2025 (ISIN: XS2149368529) (the “2025 Euro Notes”,

 and together with the 2023 Euro Notes and the 2024 Euro Notes, the “Existing Notes”)

This Notice must be read in conjunction with the tender offer memorandum dated 28 April 2022 (the “Tender Offer Memorandum”) which has been prepared by the Company in relation to the Tender Offers in respect of the Existing Notes. Capitalised terms used in this Notice and not otherwise defined herein shall have the meanings ascribed to them in the Tender Offer Memorandum.On 28 April 2022, the Company announced the launch of Tender Offers to Qualifying Holders of the Existing Notes. Under the terms of the Tender Offers, Qualifying Holders (subject to offer restrictions), were invited to tender their Existing Notes for purchase by the Company for cash, subject to the conditions set out in the Tender Offer Memorandum.The Tender Offers expired at 17:00 hours CEST on 5 May 2022.Settlement of the New Euro Notes Issuance took place on 5 May 2022 and accordingly the Financing Condition to the Tender Offers has been satisfied.Principal Amounts of Existing Notes validly tenderedThe Company has received valid Offers to Sell in respect of the Existing Notes as follows:Aggregate nominal amount of the 2023 Euro Notes validly tendered: €196,976,000.Aggregate nominal amount of the 2024 Euro Notes validly tendered: €224,535,000.Aggregate nominal amount of the 2025 Euro Notes validly tendered: €154,471,000.Final results of the Tender OffersThe Company is pleased to announce that it will accept validly tendered Existing Notes as follows:

  Series Acceptance Amount Reference Benchmark Yield Purchase Yield Tender Price
2023 Euro Notes €196,976,000 -0.0650% 0.0850% 100.550%
2024 Euro Notes €224,535,000 0.2425% 0.3425% 100.802%
2025 Euro Notes €154,471,000   No pro-ration shall be applied to valid tenders of the 2025 Euro Notes. 2025 Euro Notes Interpolated Mid-Swap Rate:1.2140%     1.2140% 100.417%

Remaining amounts outstandingAfter the Settlement Date, the Existing Notes will remain outstanding as follows:Aggregate principal amount of the 2023 Euro Notes outstanding after the Settlement Date:  €303,024,000.Aggregate principal amount of the 2024 Euro Notes outstanding after the Settlement Date: €275,465,000.As set out in the Tender Offer Memorandum, following the Settlement Date the Company intends to redeem in full the 2023 Euro Notes and 2024 Euro Notes that remain outstanding at the relevant Make-Whole Redemption Amount in accordance with their respective terms and conditions.Aggregate principal amount of the 2025 Euro Notes outstanding after the Settlement Date:  €345,529,000.Settlement DateThe Settlement Date for the Tender Offers is expected to be 10 May 2022.Existing Notes purchased by the Company pursuant to the Tender Offers will be cancelled and will not be reissued or re-sold.

CONTACT INFORMATION

DEALER MANAGERS

BofA Securities Europe SA 51, rue La Boétie 75008 Paris France Attention: Liability Management Group Tel: +33 1 877 01057 Email: DG.LM-EMEA@bofa.com   Mizuho Securities Europe GmbH Taunustor 1 60310 Frankfurt am Main Germany Attention : Liability Management Telephone: +44 20 7090 6134 Email: liabilitymanagement@uk.mizuho-sc.com  

TENDER AND INFORMATION AGENT

Kroll Issuer Services Limited

The Shard

32 London Bridge Street

London SE1 9SG

Telephone: +44 20 7704 0880

Attention: Jacek Kusion

Email: philips@is.kroll.com

Website: https://deals.is.kroll.com/philips

DISCLAIMERThe Dealer Managers do not take responsibility for the contents of this Notice. This Notice must be read in conjunction with the Tender Offer Memorandum. No invitation to tender any Existing Notes is being made pursuant to this Notice. Any such invitation was only made in the Tender Offer Memorandum. This Notice and the Tender Offer Memorandum contain important information.OFFER RESTRICTIONSThe distribution of this Notice or the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this Notice or the Tender Offer Memorandum comes are required by each of the Company, the Dealer Managers and the Tender and Information Agent to inform themselves about, and to observe, any such restrictions. Please also refer to the Tender Offer Memorandum for a full description of such restrictions.

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