UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D. C. 20549
FORM
15F
CERTIFICATION
OF A FOREIGN PRIVATE ISSUER’S TERMINATION OF REGISTRATION
OF
A CLASS OF SECURITIES UNDER SECTION 12(g) OF THE SECURITIES
EXCHANGE
ACT
OF 1934 OR ITS TERMINATION OF THE DUTY TO FILE REPORTS UNDER
SECTION 13(a)
OR SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission
File Number
|
001-13980
|
Koninklijke
KPN N.V.
|
(Exact
name of registrant as specified in its charter)
|
Maanplein
55, 2516 CK, The Hague, The
Netherlands, +31 - 704462093
|
(Address,
including zip code, and telephone number, including area code, of
registrant’s principal executive offices)
|
·
Ordinary
shares, nominal value EUR 0.24 per share
·
American
Depositary Shares evidenced by American Depositary Receipts, each American
Depositary Share representing one ordinary share, nominal value EUR 0.24
per share
·
8.000%
notes due 2010
·
8.375%
notes due 2030
|
(Title
of each class of securities covered by this
Form)
|
Place an
X in the appropriate box(es) to indicate the provision(s) relied upon to
terminate the duty to file reports under the Securities Exchange Act of
1934:
Rule
12h-6(a)
S
|
Rule
12h-6(d)
q
|
(for
equity securities)
|
(for
successor registrants)
|
Rule
12h-6(c)
S
|
Rule
12h-6(i)
q
|
(for
debt securities)
|
(for
prior Form 15 filers)
|
PART
I
Item
1. Exchange Act Reporting History
A. Koninklijke
KPN N.V. (“KPN”) first incurred the duty to file reports under section 13(a) or
section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), at the time of its listing on the New York Stock Exchange (the “NYSE”) in
October 1995.
B. KPN
has filed or submitted all reports required under Exchange Act section 13(a) or
section 15(d) and corresponding Commission rules for the 12 months preceding the
filing of this Form 15F, and has filed at least one annual report on Form 20-F
under section 13(a).
Item
2. Recent United States Market Activity
The
Ordinary Shares have not been sold in the United States in a registered offering
under the Securities Act of 1933, as amended (the “Securities Act”), since
November 2000, including during the 12-month period immediately preceding the
filing of this Form 15F.
The
8.000% notes due 2010 and the 8.375% notes due 2030 have not been sold in the
United States in a registered offering under the Securities Act since October
2000, including during the 12-month period immediately preceding the filing of
this Form 15F.
Item
3. Foreign Listing and Primary Trading Market
A. The
primary trading market for KPN Ordinary Shares is Eurolist by Euronext of
Euronext Amsterdam N.V. in The Netherlands (“Euronext Amsterdam”). The 8.000%
notes due 2010 and the 8.375% notes due 2030 are listed on Euronext
Amsterdam.
B. KPN’s
Ordinary Shares were admitted to the predecessor of Euronext Amsterdam in June
1994, and KPN has since maintained its listing on Euronext Amsterdam or its
predecessor, including at the time of filing this Form 15F and during the 12
months preceding the date hereof.
The
8.000% notes due 2010 and the 8.375% notes due 2030 were initially listed on
Euronext Amsterdam in 2000, and KPN has since maintained their listing on
Euronext Amsterdam, including at the time of filing this Form 15F and during the
12 months preceding the date hereof.
C. During
the 12-month period from 1 March 2007 through 29 February 2008, the average
daily trading volume (“ADTV”) of KPN’s Ordinary Shares in on-exchange
transactions in The Netherlands represented 95.4% of the ADTV of KPN’s Ordinary
Shares on a worldwide basis.
Item
4. Comparative Trading Volume Data
A. The
first and last days of the recent 12-month period used to meet the requirements
of Rule 12h-6(a)(4)(i) under the Exchange Act are 1 March 2007
and 29 February 2008.
B. During
the 12-month period described in Item 4.A., the ADTV of KPN’s Ordinary Shares in
the United States (including Ordinary Shares represented by ADSs)
was 148,301 shares. The ADTV of KPN’s Ordinary Shares on a worldwide basis
was 12,777,880 shares.
C. During
the 12-month period described in Item 4.A., the ADTV of KPN’s Ordinary Shares in
the United States was 1.2% of the ADTV of KPN’s Ordinary Shares on a worldwide
basis.
D. On
March 25, 2008, KPN filed a Form 25 for purposes of notifying the Commission of
the planned voluntary delisting of its ADSs from the NYSE. KPN delisted
its ADSs from the NYSE on April 4, 2008. As of that date, the ADTV of KPN’s
ADSs (expressed in terms of underlying Ordinary Shares) in the United States as
a percentage of the ADTV for the Ordinary Shares and ADSs on a worldwide basis
for the preceeding 12-month period was 1.2%.
E. As
of the date hereof, KPN has not terminated a sponsored American depositary
receipt facility regarding its Ordinary Shares.
F. The
data used to make the calculations set forth in this Item and the preceding Item
were obtained from Bloomberg. In this Form, United States ADTV figures include
NYSE trades, while the worldwide ADTV figures include Euronext Amsterdam trades,
NYSE trades, London Stock Exchange trades and Frankfurt Stock Exchange trades.
All figures include off-exchange transactions.
Item
5. Alternative Record Holder Information
Not
applicable.
Item
6. Debt Securities
As of
April 3, 2008, the number of record holders of the 8.000% notes due 2010 on a
worldwide basis was 168.
As of
April 3, 2008, the number of record holders of the 8.375% notes due 2030 on a
worldwide basis was 102.
Item
7. Notice Requirement
A. KPN
published notice of its intent to terminate its duty to file reports under
section 13(a) or 15(d) of the Exchange Act on December 17, 2007.
B. KPN
disseminated such notice in the United States by means of a press release, which
was also furnished to the Commission under cover of Form 6-K on EDGAR
on December 18, 2007, and published on KPN’s website, www.kpn.com, on December
17, 2007.
Item
8. Prior Form 15 Filers
PART
II
Item
9. Rule 12g3-2(b) Exemption
KPN will
publish the information required under Rule 12g3-2(b)(1)(iii) on its public
website,
www.kpn.com
.
PART
III
Item
10. Exhibits
Not
applicable.
Item
11. Undertakings
The
undersigned issuer hereby undertakes to withdraw this Form 15F if, at any time
before the effectiveness of its termination of reporting under Rule 12h-6, it
has actual knowledge of information that causes it reasonably to believe that,
at the time of filing the Form 15F:
(1)
The average daily trading volume of its subject class of securities in the
United States exceeded 5 percent of the average daily trading volume of that
class of securities on a worldwide basis for the same recent 12-month period
that the issuer used for purposes of Rule 12h-6(a)(4)(i);
(2)
Its subject class of securities was held of record by 300 or more United States
residents or 300 or more persons worldwide, if proceeding under Rule
12h-6(a)(4)(ii) or Rule 12h-6(c); or
(3)
It otherwise did not qualify for termination of its Exchange Act reporting
obligations under Rule 12h-6.
Pursuant
to the requirements of the Securities Exchange Act of 1934, Koninklijke KPN N.V.
has duly authorized the undersigned person to sign on its behalf this
certification on Form 15F. In so doing, Koninklijke KPN N.V.
certifies that, as represented on this Form, it has complied with all of the
conditions set forth in Rule 12h-6 for terminating its registration under
section 12(g) of the Exchange Act, or its duty to file reports under section
13(a) or section 15(d) of the Exchange Act, or both.
Signature:
Date:
April 4, 2008
4