TEF Telefonica SA

TIDMTDE

RNS Number : 7273S

Telefonica SA

13 March 2019

TELEFÓNICA, S.A., in compliance with the Securities Market legislation, hereby communicates the following

INSIDE INFORMATION

Further to the communication made on 5 March 2019, Telefónica Europe B.V. (the "Issuer") announces the final results of the invitations to holders to tender for purchase by the Issuer for cash (each such invitation an "Offer" and together the "Offers") of the following notes:

(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").

The Offers were 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 offer restrictions more fully described in the Tender Offer Memorandum.

The Issuer will (subject to satisfaction or waiver of the New Financing Condition described in the above mentioned relevant event) accept validly tendered Notes pursuant to the Offers for purchase in cash in an aggregate principal amount of EUR 934,700,000, of which (i) an amount of EUR 586,500,000 in principal amount relates to the EUR 2019 Notes, and (ii) an amount of EUR 348,200,000 in principal amount relates to the EUR 2020 Notes.

The final results of the Offers are as follow:

 
                                                                                                         Aggregate 
                                                                                                     Principal Amount 
                                         Aggregate                         Pro-ration                of Notes of each 
  Description of     First Reset     Principal Amount      Purchase        factor (if                 Series accepted 
      Notes              Date           Outstanding          Price            any)        Priority     for purchase 
-----------------  ---------------  ------------------  --------------  ---------------  ---------  ------------------ 
 EUR 850,000,000 
  Undated 5 Year 
  Non-Call Deeply 
   Subordinated 
    Guaranteed 
    Fixed Rate 
       Reset 
    Securities 
  (the "EUR 2019 
      Notes") 
                                                          EUR 103,038 
  Current Coupon:                                           per EUR 
       4.20%          4/12/2019       EUR 704,800,000       100,000           N/A            1        EUR 586,500,000 
 
 
        EUR 
    750,000,000 
   Undated 6 Year 
      Non-Call 
       Deeply 
    Subordinated 
     Guaranteed 
     Fixed Rate 
       Reset 
     Securities 
   (the "EUR 2020 
      Notes") 
                                                          EUR 104,923 
      Current                                               per EUR 
   Coupon: 5.00%       31/3/2020       EUR 591,800,000      100,000            N/A            2        EUR 348,200,000 
 

The Offers remain subject to the conditions and restrictions set out in the Tender Offer Memorandum.

Whether the Issuer will purchase any Notes validly tendered in the Offers is subject, without limitation, to the satisfaction of the New Financing Condition. Subject to the satisfaction (or waiver) of the New Financing Condition, the expected settlement date of the Offers is 15 March 2019.

All Notes repurchased pursuant to the Offers will be cancelled.

Following the settlement of the Offers and subsequent cancellation of the repurchased Notes, more than 80 per cent. of the initial aggregate principal amount of the EUR 2019 Notes will have been purchased and cancelled by the Issuer. Pursuant to the terms and conditions of the EUR 2019 Notes, the Issuer will therefore have the option to redeem (after providing the required notice) all of the remaining outstanding EUR 2019 Notes (in whole but not in part) at their principal amount plus any interest accrued to, but excluding, the relevant day on which the EUR 2019 Notes become due for early redemption in accordance with the Conditions and any Arrears of Interest (as defined in the Conditions).

The Issuer may exercise this option following the settlement of the Tender Offer.

Madrid, 13 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 Offers, nor the Tender Offer Memorandum 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

RTEEANDDFFSNEEF

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March 13, 2019 05:32 ET (09:32 GMT)

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