Commentary & Deal Flow

IPTs: PerpNC5.25: 5.125%-5.250%

• Issuer: Koninklijke KPN N.V.
• LEI: 549300YO0JZHAL7FVP81
• Issuer Ratings: BBB (stable) / BBB (positive) (S&P / Fitch)
• Offering Format: Reg S, Bearer, Subordinated note, Hybrid, CGN
• Expected Issue Ratings: BB+ / BB+ (S&P / Fitch)
• Expected Equity Credit: S&P: 50% (until First Reset Date) / Fitch: 50%
• Status: Direct, unsecured and subordinated obligations, senior to ordinary and preference shares of the Issuer, pari passu with Parity Obligations (including € outstanding hybrids)
• Settlement Date: 9-Sep-26 (T+6)
• Maturity: Perpetual NC5.25
• Size: €500m WNG
• First Call Date: 9-Sep-31 (Year 5.0)
• First Reset Date: 9-Dec-31 (Year 5.25)
• Optional Par Redemption: At any time between the First Call Date and the First Reset Date and on every annual Interest Payment Date thereafter at par
• Special Event Redemption: (a) At par (plus accrued and deferred interest) upon a Substantial Repurchase Event (75% clean-up call), Change of Control, or Withholding Tax Event (b) At 101% prior to the First Call Date and at par thereafter (plus accrued and deferred interest) upon a Rating Event, Tax Deduction Event, or Accounting Event
• Change of Control Event: If the Issuer does not elect to redeem the Securities following the occurrence of a Change of Control Event, the then prevailing Interest Rate, and each subsequent Interest Rate shall be increased by 5 percentage points with effect from (and including) the date on which the Change of Control Event occurred
• Make-Whole Redemption: At any time other than i) during the period from and including the First Call Date to and including the First Reset Date and ii) upon any subsequent Interest Payment Date, at the Make-whole Redemption Amount (higher of: (i) par; and (ii) present value of remaining cash flows to Make-Whole Redemption Date, discounted at bunds + Make-Whole Margin)
• Interest: [●]% fixed rate until the First Reset Date. Rate resets on the First Reset Date and every 5 years thereafter to the € 5yr Mid-swaps + Initial Credit Spread + relevant step-up
• Interest Payment Dates: Annually in arrears on 9 December of each year, commencing 9-Dec-26, short first coupon
• Optional Interest Deferral: At the issuer’s discretion in whole or in part; cumulative and compounding (cash settled)
• Mandatory Settlement of Deferred Interest: Deferred interest is cumulative and compounded. Any outstanding Arrears of Interest become payable in full upon certain shareholder distributions and other compulsory settlement events, the first subsequent non-deferred Interest Payment Date, redemption or repurchase of the Securities, or liquidation of the Issuer. Subject to customary carve-outs
• Reset Dates: First Reset Date and every fifth anniversary thereafter
• Reset Reference Rate: 5-year € mid-swap rate displayed on Reuters screen ICESWAP2/EURSFIXA under "FIXED VS. 6M EURIBOR" at 11:00 a.m. Frankfurt time on the relevant Interest Determination Date. Benchmark replacement provisions apply upon a Benchmark Event
• Step-Ups: +25bps from 9-Dec-36 in year 10.25; additional +75bps from 9-Dec-51 in year 25.25
• Replacement Provision: Intention-based (non-binding), subject to customary carve-outs
• Exchange / Variation: Subject to certain conditions, the Issuer may exchange the Securities for new securities or vary the terms of the Securities without any consent of the Holders upon the occurrence of a Tax Deduction Event, an Accounting Event, a Rating Event or a Withholding Tax Event
• Denominations: €100,000 and integral multiples of €1,000 thereafter up to and including €199,000
• Listing: Global Exchange Market of Euronext Dublin (GEM)
• ISIN / Common Code: XS3485542800 / 348554280
• Use of Proceeds: The Issuer intends to use an amount equal to the net proceeds of the Offering for general corporate purposes, including, but not limited to the refinancing of the €500m 6.000% Perpetual Capital Securities, first callable in Sep-27 (ISIN: XS2486270858)
• Documentation: Standalone; Preliminary Offering Circular dated 1-Sep-26 and the Final Offering Circular expected to be dated 7-Sep-26 (together, the “Offering Circular”)
• Governing Law: English law (save for certain provisions relating to subordination which shall be governed by Dutch law)
• MiFID II Target Market: Manufacturer target market (MiFID II/UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) or UK disclosure document required by the FCA Product Disclosure Sourcebook (DISC) will be prepared
• Selling Restrictions: The United States, the EEA, the UK, Japan and Italy. Regulation S (Category 2), TEFRA D rules apply
• Structuring Advisors: Barclays, ING (B&D)
• Joint Bookrunners: Barclays, Deutsche Bank, ING (B&D), IMI-Intesa Sanpaolo, Rabobank, Santander, SEB
• Timing: Today's business