Eindhoven, the Netherlands – Philips Lighting (Euronext Amsterdam ticker: LIGHT), a global leader in lighting, today announced that it intends to repurchase 3.5 million of its own ordinary shares from its majority shareholder Royal Philips (Euronext Amsterdam ticker: PHIA). Today Royal Philips announced its intention to offer approximately 22.25 million shares in Philips Lighting, currently owned by Royal Philips, to institutional investors by means of an accelerated bookbuilt offering (the “Offering”). The Offering represents approximately 14.8% of Philips Lighting’s outstanding share capital. Philips Lighting will not receive any proceeds from the sale.
As part of this transaction, Philips Lighting has committed to participate in the Offering and place an order to repurchase 3.5 million shares, up to a maximum of 25% of the total number of shares in the Offering (including the repurchase). Royal Philips will allocate Philips Lighting's order in whole. The share repurchase is subject to the satisfaction or Philips Lighting’s waiver of a number of conditions, including the successful completion of the Offering and an offer price not exceeding today’s closing price of the ordinary shares. 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. Philips Lighting intends to cancel these shares.
Royal Philips holds in total approximately 106.8 million shares in Philips Lighting’s outstanding share capital, representing 71.225%. If all offered shares are sold, this stake will be reduced to approximately 56.392%. After cancellation of the 3.5 million shares that Philips Lighting intends to acquire in the Offering, Royal Philips’ shareholding in Philips Lighting is expected to represent 57.739% of Philips Lighting’s outstanding share capital.
The offer price and final number of shares sold will be determined by Royal Philips at the conclusion of the bookbuilding process and will be announced by Royal Philips [and Philips Lighting in a separate press release]. The transaction is expected to settle on February 13, 2017.
Royal Philips has announced that it agreed to a new lock-up in respect of its remaining stake in Philips Lighting until April 21, 2017 (subject to limited exemptions and the joint bookrunners’ customary right to waive the lock-up restrictions).