Philips Lighting Buys More Stock from Royal Philips

March 2

Philips Lighting intends to repurchase 2.2 million shares from Royal Philips.

Eindhoven, the Netherlands – Philips Lighting (Euronext: LIGHT), the world leader in lighting, today announces that it intends to repurchase 2.2 million of its ordinary shares from Royal Philips. Today Royal Philips announced its intention to offer approximately 16.2 million shares in Philips Lighting, currently owned by Royal Philips, to institutional investors by means of an accelerated bookbuild offering (the “Offering”). The Offering represents approximately 11.6% of Philips Lighting’s issued share capital. Philips Lighting will not receive any proceeds from the sale.

As part of this transaction, Philips Lighting has committed to participating in the Offering and placing an order to repurchase 2.2 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. Philips Lighting intends to cancel these shares.

The repurchase will be financed from Philips Lighting’s own funds and is in line with its previously announced intention to repurchase shares for an amount of up to EUR 150 million by participating in share disposals by Royal Philips in 2018.

Royal Philips holds approximately 41.5 million shares in Philips Lighting’s issued share capital, representing 29.59%. If all offered shares are sold, this shareholding will be reduced to approximately 18.0%. After cancellation of the 2.2 million shares that Philips Lighting intends to repurchase in the Offering, Royal Philips’ shareholding in Philips Lighting is expected to represent 18.3% of Philips Lighting’s issued 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 separate press releases. The transaction is expected to settle on March 1, 2018.

Royal Philips has announced that it agreed to a lock-up in respect of its remaining stake in Philips Lighting until the publication of Philips Lighting’s Q1 results on April 26, 2018 (subject to limited exemptions and the joint bookrunners’ customary right to waive the lock-up restrictions).