TIDMTDE
RNS Number : 8722R
Telefonica SA
05 March 2019
TELEFÓNICA, S.A., in compliance with the Securities Market
legislation, hereby communicates the following
INSIDE INFORMATION
Telefónica Europe B.V. (the "Issuer") invites today the holders
of its outstanding
(i) EUR 850,000,000 Undated 5 Year Non-Call Deeply Subordinated
Guaranteed Fixed Rate Reset Securities (the "EUR 2019 Notes"),
(ii) EUR 750,000,000 Undated 6 Year Non-Call Deeply Subordinated
Guaranteed Fixed Rate Reset Securities (the "EUR 2020 Notes"),
(each a "Series" and together the "Notes") irrevocably
guaranteed by Telefónica, S.A. (the "Guarantor"), to tender such
Notes for purchase by the Issuer for cash (each such invitation an
"Offer" and together the "Offers").
The Offers are being made on the terms and subject to the
conditions contained in the tender offer memorandum dated 5 March
2019 (the "Tender Offer Memorandum") and are subject to the
restrictions set out in the Tender Offer Memorandum. Capitalised
terms used and not otherwise defined in this announcement have the
meaning given in the Tender Offer Memorandum.
Summary of the Offers
Aggregate
Principal
Description of First Reset Amount Maximum Acceptance
Notes ISIN Date Outstanding Purchase Price Priority Amount
---------------- -------------- ---------------- ---------------- --------------- --------- --------------------
EUR 850,000,000
Undated 5 Year
Non-Call
Deeply
Subordinated
Guaranteed
Fixed Rate
Reset
Securities
EUR 103,038
Current per EUR
Coupon: 4.20% XS1148359356 4/12/2019 EUR 704,800,000 100,000 1 Any and all
EUR 750,000,000 XS1050460739 31/3/2020 EUR 591,800,000 EUR 104,923 2 An amount
Undated 6 Year per EUR determined by the
Non-Call 100,000 Issuer in its sole
Deeply discretion. The
Subordinated total aggregate
Guaranteed principal amount
Fixed Rate of EUR 2020 Notes
Reset accepted for
Securities purchase will not
exceed the
Current difference between
Coupon: 5.00% (i) the aggregate
principal amount of
New Notes (as
defined herein) and
(ii) the aggregate
principal amount
outstanding of the
EUR 2019 Notes
prior to the Offers
The Offers commence on 5 March 2019 and will expire at 17:00 CET
on 12 March 2019 (the "Expiration Deadline"), unless extended,
re-opened, withdrawn or terminated at the sole discretion of the
Issuer.
Purpose of the Offers
The purpose of the Offers is, amongst other things, to
proactively manage the Issuer's layer of hybrid capital. The Offers
also provide Noteholders with the opportunity to switch into the
New Notes (as defined below) ahead of upcoming first call
dates.
New Financing Condition
The Issuer intends to issue new EUR denominated Undated 6 Year
Non-Call Deeply Subordinated Guaranteed Fixed Rate Reset Securities
guaranteed by the Guarantor (the "New Notes"). Whether the Issuer
will accept for purchase any Notes validly tendered in the Offers
is subject, without limitation, to the settlement of the issue of
the New Notes (the "New Financing Condition").
Purchase Price
Subject to the applicable Minimum Denomination in respect of the
relevant Series of Notes, the price payable per EUR 100,000 in
principal amount of the Notes (the "Purchase Price") will be (a) in
respect of the EUR 2019 Notes, EUR 103,038 per EUR 100,000, and (b)
in respect of the EUR 2020 Notes, EUR 104,923 per EUR 100,000. In
respect of any Notes accepted for purchase, the Issuer will also
pay an amount equal to any accrued and unpaid interest on the
relevant Notes from, and including, the relevant interest payment
date for the Notes immediately preceding the Settlement Date up to,
but excluding, the Settlement Date, which is expected to be no
later than 15 March 2019.
Notes repurchased by the Issuer pursuant to the Offer may be
cancelled. Notes which have not been validly tendered and accepted
for purchase pursuant to the Offers will remain outstanding after
the Settlement Date.
Maximum Acceptance Amount
The Issuer proposes to accept Notes for purchase up to a maximum
aggregate principal amount equal to the aggregate principal amount
of the New Notes (the "Maximum Acceptance Amount") on the terms and
conditions contained in the Tender Offer Memorandum.
If the Issuer decides to accept any Notes for purchase pursuant
to the Offers, the Issuer intends to accept any and all of the EUR
2019 Notes for purchase in priority to the EUR 2020 Notes. The
Issuer intends that the aggregate principal amount of EUR 2020
Notes which it will accept for purchase (if any) will be an amount
which will not exceed: (i) the Maximum Acceptance Amount, less (ii)
the aggregate principal amount outstanding of EUR 2019 Notes prior
to the Offers. The Issuer will determine the Series Acceptance
Amount in respect of the EUR 2020 Notes in its sole discretion.
Indicative Timetable
Number of Business Days from and
Date including Launch Action
-------------------------------------- -------------------------------------- --------------------------------------
5 March 2019 1 Commencement of the Offers
On or before the Expiration Deadline Pricing of the New Notes
17:00 CET on 12 March 2019 6 Expiration Deadline
Deadline for receipt by the Tender
Agent of all Tender Instructions in
order for Noteholders
to be able to participate in the
Offers.
At or around 10:00 a.m. CET on 13 7 Announcement of Result of Offers
March 2019 Announcement of the Issuer's decision
whether to accept valid tenders of
Notes for purchase
pursuant to any or all of the Offers
subject only to the satisfaction of
the New Financing
Condition and, if so accepted,
details of (i) the final aggregate
principal amount of the
Notes of each Series tendered
pursuant to the Offers and (ii) the
Series Acceptance Amount
and the pro-ration factor, if
applicable, in respect of the EUR
2020 Notes distributed.
Expected to be on 15 March 2019 9 Settlement
Subject to satisfaction of the New
Financing Condition, expected
Settlement Date for the Offers.
Payment of Purchase Consideration and
Accrued Interest Payment in respect
of the Offers.
Madrid, 5 March 2019
None of the Offers, the Tender Offer Memorandum or this
announcement constitute an offer of securities or the solicitation
of an offer of securities to the public in Spain under the Spanish
Securities Market Law approved by Legislative Royal Decree 4/2015,
of 23 October (Real Decreto Legislativo 4/2015, de 23 de octubre,
por el que se aprueba el texto refundido de la Ley del Mercado de
Valores), Royal Decree 1310/2005, of 4 November 2005 and Royal
Decree 1066/2007, of 27 July 2007. Accordingly, neither the Tender
Offer Memorandum nor this announcement has been and will not be
submitted for approval nor approved by the Spanish Securities
Market Regulator (Comisión Nacional del Mercado de Valores).
Not for distribution in or into or to any person located or
resident in the United States, its territories and possessions
(including Puerto Rico, the U.S. Virgin Islands, Guam, American
Samoa, Wake Island and the Northern Mariana Islands, any state of
the United States and the District of Columbia) (the "United
States") or to any U.S. person or into any other jurisdiction where
it is unlawful to distribute this announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
TENKELBBKXFBBBQ
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March 05, 2019 04:25 ET (09:25 GMT)
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