Eindhoven, the Netherlands – Philips Lighting (Euronext: LIGHT), the world leader in lighting, today announces that it intends to repurchase 2.8 million of its ordinary shares from its largest shareholder Royal Philips. Today Royal Philips announced its intention to offer approximately 17.1 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 12% 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 participate in the Offering and place an order to repurchase 2.8 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 Philips Lighting’s own funds and is in line with the company’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 58.6 million shares in Philips Lighting’s issued share capital, representing 40.97%. If all offered shares are sold, this shareholding will be reduced to approximately 29.01%. After cancellation of the 2.8 million shares that Philips Lighting intends to acquire in the Offering, Royal Philips' shareholding in Philips Lighting is expected to represent 29.59% 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 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).