Telefonica SA Issuance of Securities (7924N)
September 12 2013 - 2:00AM
UK Regulatory
TIDMTDE
RNS Number : 7924N
Telefonica SA
11 September 2013
TELEFÓNICA, S.A. as provided in article 82 of the Spanish
Securities Market Act (Ley del Mercado de Valores), hereby reports
the following
SIGNIFICANT EVENT
TELEFÓNICA EUROPE B.V., the Dutch subsidiary of TELEFÓNICA, S.A.
("TELEFÓNICA" or the "Company"), has today finalised the pricing
and the terms and conditions of two issuances of Undated Deeply
Subordinated Reset Rate Guaranteed Securities, with the
subordinated guarantee of TELEFÓNICA, one of them for an aggregate
nominal amount of 1,125 million euros subject to a call option
exercisable by the Issuer from the fifth anniversary of the
issuance date (the "5 Year Non-Call Securities") and the other for
an aggregate nominal amount of 625 million euros subject to a call
option exercisable by the Issuer from the eighth anniversary of the
issuance date (the "8 Year Non-Call Securities"), together with the
5 Year Non-Call Securities, the "Securities".
The main terms and conditions of each of the issuances are as
follows:
5 Year Non-Call Securities
The issue price is established at 100 % of the face value of the
5 Year Non-Call Securities. The 5 Year Non-Call Securities will
accrue interest at a rate of 6.5 % annually as from the issuance
date (inclusive) up to 18 September 2018.
From 18 September 2018 (inclusive), the 5 Year Non-Call
Securities will accrue a fixed rate of interest equal to the
applicable 5 year Swap Rate plus a margin of:
(i) 5.038 % per year as from 18 September 2018 up to 18 September 2023 (not inclusive);
(ii) 5.288 % per year as from 18 September 2023 up to 18 September 2038 (not inclusive); and
(iii) 6.038 % per year as from 18 September 2038 (inclusive).
8 Year Non-Call Securities
The issue price is established at 100 % of the face value of the
8 Year Non-Call Securities. The 8 Year Non-Call Securities will
accrue interest at a rate of 7.625 % annually as from the issuance
date (inclusive) up to 18 September 2021.
From 18 September 2021 (inclusive), the 8 Year Non-Call
Securities will accrue a fixed rate of interest equal to the
applicable 8 year Swap Rate plus a margin of:
(i) 5.586% per year as from 18 September 2021 up to 18 September 2023 (not inclusive);
(ii) 5.836 % per year as from 18 September 2023 up to 18 September 2041 (not inclusive); and
(iii) 6.586 % per year as from 18 September 2041 (inclusive).
The Securities will have a face value per unit of 100,000 euros
and will be perpetual, although they will be subject to a call
option exercisable by the Issuer from the fifth anniversary of the
issuance date, in the case of the 5 Year Non-Call Securities, and
from the eighth anniversary of the issuance date, in the case of
the 8 Year Non-Call Securities, and at any time upon the occurrence
of certain circumstances as set out in the terms and conditions of
the Securities. The Issuer may defer payment of the interest
accrued on the Securities at its sole discretion (the "Deferred
Interest") without triggering an event of default. The Deferred
Interest will in turn accrue interest and will be payable at the
option of the Issuer at any time or on an obligatory basis in
certain circumstances as set out in the terms and conditions of the
Securities.
The Securities are governed by English Law, and it is envisaged
that they will be listed and admitted to trading on the London
Stock Exchange.
The issue is addressed exclusively at qualified investors.
The Securities will be subscribed for and paid up on the closing
date, which is envisaged to take place on or about 18 September
2013, subject to the signing of the Subscription Agreement by the
Joint Bookrunners and the rest of the agreements relating to the
issuance, and subject to compliance with the conditions set out in
the Subscription Agreement.
Madrid, 11 September 2013.
Disclaimer:
This announcement is neither an offer to sell nor a solicitation
of an offer to buy any of the securities referred to herein and
shall not constitute an offer, solicitation nor sale in any
jurisdiction in which such offer, solicitation or sale is unlawful
- including but not limited to the United States, Australia, Canada
or Japan.
The securities referred to herein have not been and will not be
registered under the United States Securities Act of 1933
("Securities Act"), as amended, or any state securities laws, and
may not be offered or sold in the United States absent registration
or pursuant to an exemption from the registration requirements of
the Securities Act and in accordance with applicable state
securities laws.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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