Telefonica SA Princing of Hybrid Securities (9479R)
March 06 2019 - 2:00AM
UK Regulatory
TIDMTDE
RNS Number : 9479R
Telefonica SA
05 March 2019
TELEFÓNICA, S.A., in compliance with the Securities Market
legislation, hereby communicates the following
INSIDE INFORMATION
In relation to the relevant event announced today, 5 March 2019,
it is hereby announced that TELEFÓNICA EUROPE B.V. (the "Issuer"),
the Dutch subsidiary of Telefónica, S.A., has today priced and
closed the terms and conditions of an issuance of Undated Deeply
Subordinated Guaranteed Fixed Rate Reset Securities, with the
subordinated guarantee of Telefónica, S.A., for an aggregate
nominal amount of 1,300 million euros subject to a call option
exercisable by the Issuer from the sixth anniversary of the
issuance date (the "Securities").
The main terms and conditions of the issuance are as
follows:
The issue price of the Securities is established at 100% of
their face value. The Securities will accrue interest at a rate of
4.375% annually as from (and including) the issue date up to (but
excluding) 14 March 2025.
From (and including) 14 March 2025 the Securities will accrue a
fixed rate of interest equal to the applicable 6 year swap rate
plus a margin of:
-- 4.107% per year as from 14 March 2025 up to (but excluding) 14 March 2029;
-- 4.357% per year as from 14 March 2029 up to (but excluding) 14 March 2045; and
-- 5.107% per year as from (and including) 14 March 2045.
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 on certain dates 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 will be governed by English Law, and it is
envisaged that they will be listed and admitted to trading on the
regulated market of The Irish Stock Exchange plc, trading as
Euronext Dublin.
The issue is addressed exclusively at professional investors and
eligible counterparties.
The Securities will be subscribed for and paid up on the closing
date, which is envisaged to take place on or about 14 March 2019,
subject to entering into a subscription agreement with the joint
bookrunners appointed for the issuance and the rest of the
agreements relating to the issue, and subject to compliance with
the conditions set out in the subscription agreement.
Madrid, 5 March 2019.
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 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
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