DEUTSCHE TELEKOM INTERNATIONAL FINANCE B.V. ANNOUNCES PRICING AND EARLY ACCEPTANCE FOR CASH TENDER OFFERS FOR TWO SERIES OF ITS U.S. DOLLAR NOTES
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON RESIDENT AND/OR LOCATED IN, ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION IS UNLAWFUL (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).
THIS ANNOUNCEMENT IS FOR INFORMATION ONLY AND IS NOT AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL ANY SECURITIES.
Capitalized terms not otherwise defined in this announcement have the same meaning as assigned to them in the Offer to Purchase.
Holders are advised to read carefully the Offer to Purchase for full details of, and information on the procedures for participating in, the Offers.
The Early Tender Deadline for the Offers was at
As announced earlier today, the Company has decided to increase the Offer Cap from
The table below contains a summary of the Offers and the aggregate principal amount of Notes of each Series validly tendered, as reported by the Tender and Information Agent, the Company has accepted for purchase pursuant to the Offers following the Early Tender Deadline.
Notes |
ISIN/ CUSIP |
Principal |
Acceptance Priority Level |
Reference Yield |
Fixed Spread |
Early Consideration |
Final Acceptance Amount |
3.600% Notes due |
Rule 144A: US25156PBA03/ 25156P BA0 Reg S: USN27915AS11 / N27915 AS1 |
|
1 |
4.364 % |
50 bps |
|
|
4.375% Notes due |
Rule 144A: US25156PBB85/ 25156P BB8 Reg S: USN2557FFL33/ N2557F FL3 |
|
2 |
3.979 % |
85bps |
|
|
Subject to the Offer Cap and the pro-ration arrangements described in the Offer to Purchase, the aggregate principal amount of each Series that will be purchased pursuant to the Offers has been determined in accordance with the Acceptance Priority Levels, with Acceptance Priority Level 1 being the highest and Acceptance Priority Level 2 being the lowest. The 2027 Notes validly tendered pursuant to the relevant Offer, having Acceptance Priority Level 1, will be accepted before any validly tendered 2028 Notes, having Acceptance Priority Level 2.
The Company has accepted all validly tendered 2027 Notes and all validly tendered 2028 Notes. Accordingly, the total Final Acceptance Amount in respect of the Early Settlement Date is
Holders who validly tendered their Notes prior to or at the Early Tender Deadline will also receive Accrued Interest on such Notes accepted for purchase pursuant to the relevant Offer(s) from (and including) the immediately preceding interest payment date for the relevant Series, to (but excluding) the Early Settlement Date, in each case determined in accordance with the terms and conditions of the relevant Series. The Early Settlement Date is expected to be
Although the Offers are scheduled to expire at
The acceptance of Notes for purchase is conditional on the satisfaction of the conditions of the Offers as provided in the Offer to Purchase.
Unless stated otherwise, all announcements in connection with the Offers will be made in accordance with applicable law by the delivery of notices to DTC for communication to Direct Participants. Such announcements may also be made: (i) on the relevant Insider Screen, (ii) by the issue of a press release to a
FURTHER INFORMATION
Holders of Notes may access the Offer to Purchase at https://sites.dfkingltd.com/DeutscheTelekom.
Requests for information in relation to the Offers should be directed to:
DEALER MANAGERS
Citigroup Centre
Attention: E-mail: liabilitymanagement.europe@citi.com
In Telephone: +44 20 7986 8969
In Toll Free: +1 (800) 558 3745 Collect: +1 (212) 723 6106 |
Attention: Email: liability.management@rbccm.com
In Telephone: +44 20 7029 0107
In Toll Free: +1 (877) 381-2099 Collect: +1 (212) 618-7843 |
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Requests for information in relation to the procedures for tendering Notes in the Offers and the submission of Tender Instructions or for copies of the Offer to Purchase, or related documents should be directed to: |
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THE TENDER AND INFORMATION AGENT |
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Offer Website: https://sites.dfkingltd.com/DeutscheTelekom Email: DTel@dfkingltd.com |
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In
Toll Free: +1 (866) 828 6934 Toll: +1 (212) 269 5550 |
In
Telephone: +44 20 7920 9700 |
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NOTICE AND DISCLAIMER
Nothing in this announcement or the Offer to Purchase constitutes an offer of securities in
Subject to applicable law, the Company or any of its affiliates may at any time and from time to time following completion or cancellation of the Offers purchase or exchange or offer to purchase or exchange remaining outstanding Notes or issue an invitation to submit offers to sell Notes (including, without limitation, those tendered pursuant to the Offers but not accepted for purchase) through open market purchases, privately negotiated transactions, tender offers, exchange offers or otherwise, in each case on terms that may be more or less favorable than those contemplated by the Offers.
This announcement must be read in conjunction with the Offer to Purchase. This announcement and the Offer to Purchase contain important information which must be read carefully before any decision is made with respect to the Offers. If any holder of Notes is in any doubt as to the action it should take, it is recommended to seek its own legal, accounting and financial advice, including as to any tax consequences, immediately from its stockbroker, bank manager, attorney, accountant or other independent financial adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Offers. None of the Company, the Parent Company, the Dealer Managers, the Tender and Information Agent and any person who controls, or is a director, officer, employee or agent of such persons, or any affiliate of such persons, makes any recommendation as to whether holders of Notes should participate in the Offers.
OFFER AND DISTRIBUTION RESTRICTIONS
This announcement and the Offer to Purchase do not constitute an invitation to participate in the Offers in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer or invitation or for there to be such participation under applicable securities laws. The distribution of this announcement and the Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Offer to Purchase comes are required by each of the Company, the Parent Company, the Dealer Managers and the Tender and Information Agent to inform themselves about and to observe any such restrictions.
The communication of this announcement, the Offer to Purchase and any other documents or materials relating to the Offers is not being made by, and such documents and/or materials have not been approved by, an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 (as amended). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom, and are only for circulation to persons to whom they can lawfully be circulated outside the
None of the Offers, this announcement, the Offer to Purchase or any other documents or materials relating to the Offers have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations. The Offers are being carried out in the
Holders of each Series of Notes that are resident and/or located in
The Offers are not being made, directly or indirectly, to the public in the
None of the Offers, this announcement, the Offer to Purchase or any other documents or materials relating to the Offers have been submitted to or will be submitted for approval or recognition to the
General
Neither this announcement, the Offer to Purchase nor any other materials relating to the Offers constitutes an offer to buy or the solicitation of an offer to sell Notes (and Tenders will not be accepted from Holders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities or other laws require the Offers to be made by a licensed broker or dealer or similar and any of the Dealer Managers or any of the Dealer Managers' respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Offers shall be deemed to be made by such Dealer Manager or such affiliate, as the case may be, on behalf of the Company in such jurisdiction.
Each Holder wishing to submit a Tender will be deemed to give certain agreements, acknowledgments, representations, warranties and undertakings in respect of the jurisdictions referred to above and generally as set out in the Offer to Purchase. Any Tenders from a Holder that is unable to make these agreements, acknowledgements, representations, warranties and undertakings may be rejected. Each of the Company, the Parent Company, the Dealer Managers and the Tender and Information Agent reserves the right, in its absolute discretion (and without prejudice to the relevant Holder's responsibility for the representations made by it), to investigate, in relation to any Tender, whether any such agreement, acknowledgement, representation, warranty or undertaking given by a Holder is correct and, if such investigation is undertaken and as a result the Company determines (for any reason) that such representation is not correct, such Tender shall not be accepted. None of the Company, the Parent Company, the Dealer Managers and the Tender and Information Agent is under any obligation to make such an investigation.
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