Philips Lighting Repurchases Shares from Royal Philips for an Aggregate Amount of EUR 90 Million

Philips Lighting announces that it has repurchased 2.8 million of its shares for an aggregate amount of approximately EUR 90 million. The repurchase is part of the accelerated bookbuild offering by Royal Philips to institutional investors of 17.1 million shares in Philips Lighting at a price of EUR 32 per share (the “Offering”) which was successfully completed today. Philips Lighting will not receive any proceeds from the sale and intends to cancel the shares it has repurchased.

(Image: Philips Lighting)

The repurchase will be financed from the company’s own funds and is in line with Philips Lighting’s previous announcement that it will return up to EUR 300 million to its shareholders over the period 2017-2018, by participating in share disposals by its main shareholder. Since the start of 2017, Philips Lighting will have returned EUR 272 million to its shareholders by participating in the three share disposals by Royal Philips.

This transaction reduces Royal Philips’ shareholding in Philips Lighting’s issued share capital from 40.97% to 29.01%. After cancellation of the 2.8 million shares that Philips Lighting acquired in the Offering, Royal Philips' shareholding in Philips Lighting is expected to represent 29.59% of Philips Lighting’s issued share capital.

Royal Philips has announced that following the transaction, it will no longer have control over Philips Lighting and will cease to consolidate Philips Lighting under International Financial Reporting Standards (IFRS).

Royal Philips has announced that the transaction is expected to settle on Friday December 1, 2017. Royal Philips has announced that it agreed to a lock-up in respect of its remaining stake in Philips Lighting being the earlier of (i) 60 days or (ii) the date of publication of Philips Lighting's full year 2017 results (subject to limited exemptions and the joint bookrunners’ customary right to waive the lock-up restrictions).

As Royal Philips’ shareholding in Philips Lighting now falls below 30%, Frans van Houten will step down from the Supervisory Board effective per the end of this year, in accordance with the Relationship Agreement between Philips Lighting and Royal Philips. In light of this, Kees van Lede will remain a member of the Supervisory Board until the Annual General Meeting of Shareholders (AGM) in 2018.

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