Quick KPN update

Today, KPN came out with an interesting press release regarding the capital raising activities.

In my opnion, there were 2 surprises:

Size

The capital raise to be supported by AMX will consist of a EUR 3bn rights issue and, in addition, issuance of hybrid capital instruments which are expected to receive partial equity recognition. Through this combination KPN intends to achieve the targeted EUR 4bn equity equivalent capital. The proceeds of the capital raise will be used to reduce KPN’s net debt level and to continue to invest in KPN’s operations.

In another comment I read that they are planning to issue 2 bn EUR Hybrid, bringing the total volume to 5 bn EUR. I was not sure why they were going for 4 bn before, now I am even less sure why the want to raise 5 bn. I have the feeling that I might be missing something here. The Hybrid will be much more expensive than a senior debt even at junk level.

The second surprise is the following:

AMX has committed, subject to certain conditions, to participate in the rights issue and subscribe for newly issued ordinary shares in KPN pro rata to its current participation in the total share capital of KPN. Subject to market conditions, KPN intends to issue the hybrid capital instruments during the course of 2013.

So Carlos Slim has committed to pay his share, but under some conditions. The conditions contain, among others

– 2 supervisory board seats for Carlos Slim
– a “stand still”, Slim promised not to increase his share above 30%

The second point however is then basically taken away with this point

In case of an announcement of an offer for any outstanding share capital of KPN or an offer for a material subsidiary of KPN the standstill may immediately be terminated by AMX;

So I am not sure why they negotiate a “stand still” with Slim which can be broken any second by him.

Finally the timing has shifted back into April as the extraordinary shareholder meeting has been cancelled:

The Annual General Meeting (“AGM”) has been scheduled to take place on 10 April 2013, for which a notification will follow. The matters which had been scheduled for the Extraordinary General Meeting (“EGM”) on 19 March 2013 will be included in the agenda of the AGM; the EGM scheduled for 19 March 2013 is hereby cancelled.

The market seems to have hoped that Carlos Slim would block the capital increase. This is the only explanation why the stock price fell almost 10% on this release:

Interestingly, 2 large hedgefunds (Marshall Wace, GLG) disclosed -0.6% short positions in the last few days.

So summing up:

– I even understand less why they want to raise 5 bn expensive capital
– Carlos SLim is not going away

I will stick to my initial plan and wait until the details of the rights issue are released. In between I will lean back and watch the show….

One comment

  • The 2 bn EUR Hybrid is counted as 50% equity by rating agencies which equals 1 bn.

    Other telcos like TI are also issuing Hybrid debt, because they don’t want to dilute shareholders. But I think this a dilution.

    This “stand still” imho ensures Slim can’t sneak up and buy shares/options without making a public offer. I expected Slim to increase his stake more agressively. Maybe he is really after merging some subsidiaries and not the whole KPN.

    To justify the current price of KPN the cost of equity has to be huge. As debt is no option maybe hybrid is the lesser evil. Retail investors don’t buy hybrids, which can be structured to the disadvantage of retail.

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