Report of Foreign Issuer (6-k)
August 30 2017 - 6:20AM
Edgar (US Regulatory)
FORM
6-K
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule
13a-16
or
15d-16
of the Securities Exchange Act of 1934
For the month of August, 2017
Commission File Number:
001-09531
Telefónica, S.A.
(Translation of registrants name into English)
Distrito
Telefónica, Ronda de la Comunicación s/n,
28050 Madrid, Spain
3491-482
87 00
(Address of principal executive offices)
Indicate by check mark whether
the registrant files or will file annual reports under cover of Form
20-F
or Form
40-F:
Form
20-F ☒ Form
40-F ☐
Indicate by check mark if the registrant is submitting the Form
6-K
in paper as permitted by Regulation
S-T
Rule 101(b)(1):
Yes
☐ No ☒
Indicate by check mark if the registrant
is submitting the Form
6-K
in paper as permitted by Regulation
S-T
Rule 101(b)(7):
Yes ☐ No ☒
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the
Commission pursuant to Rule
12g3-2(b)
under the Securities Exchange Act of 1934:
Yes
☐ No ☒
If Yes is marked, indicate below the
file number assigned to the registrant in connection with Rule
12g3-2(b):
N/A
Telefónica, S.A.
TABLE OF CONTENTS
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Item
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Sequential
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Number
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1.
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Telefónica TEF Coltel Capital increase
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2
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RAMIRO SÁNCHEZ DE LERÍN
GARCÍA-OVIES
General Secretary and
Secretary to the Board of Directors
TELEFÓNICA, S.A.
TELEFÓNICA, S.A. (Telefónica) as provided in article 228 of the Spanish Stock Market Act
(Ley del Mercado de Valores)
, hereby
reports the following
SIGNIFICANT EVENT
The Shareholders Meeting of the Colombian company Colombia Telecomunicaciones S.A. E.S.P (ColTel), 67.5% of which is owned, directly or
indirectly, by Telefónica and 32.5% of which is owned by the Colombian Government the Ministry of Finance and Public Credit of Colombia (the Government), has approved today:
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1.
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A capital increase for an aggregate amount of 4,800 billion Colombian pesos (capital and premium), approximately 1,370 million euros at the current exchange rate (the PARAPAT-Capital Increase).
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The proceeds from the PARAPAT-Capital Increase will be used to
pre-pay
the entire
amount of ColTel´s debt derived from the operating agreement dated 13 August 2003 (as amended, the Operating Agreement) with
Patrimonio Autónomo Receptor de Activos de la Empresa Nacional de Telecomunicaciones
(the PARAPAT).
The Telefónica Group and the Government will subscribe the PARAPAT-Capital Increase pro rata to
their respective shareholding in ColTel. The Telefónica Group will disburse 3,240 billion Colombian pesos, approximately 925 million euros at the current exchange rate. The Government will assume 32.5% of ColTels payment
obligations with the PARAPAT.
The disbursement by the Telefónica Group is subject to the condition precedent of entering into an
agreement to terminate the Operating Agreement with the PARAPAT.
Following the execution of the PARAPAT-Capital Increase, ColTel´s
payment obligations
vis-a-vis
the PARAPAT will be completely extinguished resulting in the termination of the Operating Agreement and the transfer to ColTel of the property, rights and assets earmarked for the provision of telecommunication
services.
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As a results of the investments from recent years and the strengthening of its financial
condition derived from the capital increase, ColTel will reduce its indebtedness and obligations to make future financial payments, and will face a new phase of growth and consolidation.
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2.
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A capital increase for an aggregate amount of 1,651 billion Colombian pesos (capital and premium), approximately 472 million euros at the current exchange rate (the Arbitration Award-Capital
Increase).
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The proceeds from the Arbitration Award-Capital Increase will be used to pay the entire amount set forth in
the arbitration award issued in the arbitration proceedings initiated by the Colombian Ministry of Information Technologies and Communications (ITC) in connection with its intention to revert certain assets earmarked for the provisions
of mobile voice services under former concessions. As indicated in the Significant Events dated 27 July 2017, such arbitration award was not favorable to ColTel and other telecommunications operator in Colombia.
The Telefónica Group and the Government will subscribe the Arbitration Award-Capital Increase pro rata to their respective shareholding
in ColTel. The Telefónica Group will disburse 1,114 billion Colombian pesos, approximately 318 million euros at the current exchange rate. The Government will assume, and consequently offset, a portion of ColTels indebtedness.
Telefónicas decision to participate in the Arbitration Award-Capital Increase is a manifestation of its commitment to the
company, to the continuity in the provision of services and to its customers and users, but it does not constitute, and should not be understood as, an acceptance of the sentence imposed by the arbitration award. Telefónica therefore reserves
all of its legal rights and the exercise by Telefónica or ColTel of any applicable legal action, national or international.
The execution of these
transactions will have no relevant financial impact on the Telefónica Group, resulting in an increase in the consolidated net financial debt of the Telefónica Group of approximately 40 million euros, because 100% of ColTel´s
payment obligations with the PARAPAT were already consolidated in the financial statements of the Telefónica Group.
Madrid, 30 August 2017
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
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Telefónica, S.A.
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Date: August 30, 2017
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By:
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/s/ Ramiro Sánchez de Lerín García-Ovies
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Name:
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Ramiro Sánchez de Lerín
García-Ovies
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Title:
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General Secretary and Secretary to the Board of Directors
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