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“América Móvil announces participation in capital raise by KPN and execution
of a relationship agreement with KPN”
Mexico City, Mexico, February 20, 2013 -- América Móvil, S.A.B. DE C.V. (“AMX”) (BMV: AMX; NYSE: AMX; Nasdaq: AMOV; LATIBEX: XAMXL), announced today that it has agreed to support Koninklijke KPN N.V.’s (“KPN”) intention to raise capital consisting of a EUR 3,000,000,000 (three billion euro) rights issue (the "Rights Issue") and the issuance of hybrid capital instruments (the "Hybrid"). Through this combination, KPN intends to achieve EUR 4,000,000,000 equity equivalent capital (the “Capital Raise”).
AMX has agreed 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. AMX will not participate in the Hybrid.
AMX is supporting the Capital Raise and participating in the Rights Issue to strengthen KPN’s capital base, maintain the basis for an investment grade rating and allow KPN to pursue value-enhancing strategic initiatives. In particular, KPN will aim to accelerate its path towards leadership as best-in class integrated access provider in the Netherlands, including a focus on fiber deployment, while pursuing growth opportunities through market penetration and mobile data in its international mobile assets.
In the context of this participation, AMX and KPN have agreed to further develop their relationship by entering into a relationship agreement (the “Relationship Agreement”) that provides, among other matters, that:
- AMX shall be able to designate 2 (two) individuals for appointment to the Supervisory Board of KPN. Following approval by KPN’s Annual General Meeting, appointment shall be effective on April 10, 2013;
- AMX Supervisory Board members will have the right to be represented at all KPN’s Supervisory Board Committees;
- AMX’s right to have two designees as members of KPN’s Supervisory Board will continue to exist as long as AMX holds 20% (twenty percent) or more of KPN´s share capital, and at least one designee as member of KPN’s Supervisory Board as long as AMX holds 10% (ten percent) or more of KPN´s share capital;
- KPN will have access to the strategic experience and, commercial and financial expertise of AMX on operational and financial matters, including, among other matters, the preparation of annual business plans and budgets of KPN and subsidiaries;
- AMX will be permitted to evaluate and monitor the use of the proceeds arising from the Capital Raise;
- AMX has agreed, subject to customary carve-outs, that it will not increase its shareholding to 30% or more of the voting rights attached to KPN’s share capital during the course of the Relationship Agreement; and
- The term of the Relationship Agreement is indefinite. Both parties may terminate the agreement with 2 months’ notice; however, KPN has agreed not to terminate the agreement during its first 2 years.
About AMX
AMX is the leading provider of wireless services in Latin America. As of December 31, 2012, it had 261.6 million wireless subscribers and 64.1 million fixed revenue generating units in the Americas.
Legal Disclaimer
This press release contains certain forward-looking statements that reflect the current views and/or expectations of AMX and its management with respect to its performance, business and future events. We use words such as “believe,” “anticipate,” “plan,” “expect,” “intend,” “target,” “estimate,” “project,” “predict,” “forecast,” “guideline,” “should” and other similar expressions to identify forward looking statements, but they are not the only way we identify such statements. Such statements are subject to a number of risks, uncertainties and assumptions. We caution you that a number of important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in this release. AMX is under no obligation and expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
This announcement does not constitute an offer to sell, or a solicitation of any offer to purchase or subscribe for, securities in the United States. The securities referred to herein have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered, exercised or sold in the United States absent registration or an applicable exemption from registration requirements.
AMÉRICA MÓVIL, S.A.B. DE C.V. | ||
By: |
/S/ Alejandro Cantú Jiménez
| |
Name: Title: |
Alejandro Cantú Jiménez
Attorney-in-fact |