TIDM0TDE
RNS Number : 7613M
Telefonica SA
13 May 2020
TELEFÓNICA, S.A., in compliance with the Securities Market
legislation, hereby communicates the following
OTHER RELEVANT INFORMATION
Telefónica Emisiones, S.A.U. (the "Issuer") invites today the
holders of its outstanding:
(i) EUR 1,000,000,000 3.961 per cent. Instruments due March 2021
(the "March 2021 Instruments"),
(ii) EUR 1,000,000,000 1.477 per cent. Instruments due September
2021 (the "September 2021 Instruments"),
(iii) EUR 1,400,000,000 0.75 per cent. Instruments due April
2022 (the "April 2022 Instruments"), and/or
(iv) EUR 1,250,000,000 2.242 per cent. Instruments due May 2022 (the "May 2022 Instruments"),
(each a "Series" and together the "Instruments") irrevocably
guaranteed by Telefónica, S.A. (the "Guarantor"), to tender such
Instruments 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 13 May
2020 (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
Description of Principal Amount Fixed Purchase Expected Purchase Maximum Acceptance
Instruments ISIN Outstanding Yield(*) Price(*) Amount(**)
------------------ ------------- ------------------ ------------------- ------------------- ---------------------
EUR 1,000,000,000 XS0907289978 EUR 1,000,000,000 0.25 per cent. EUR 103,124 The total aggregate
3.961 per cent. (103.124 per cent. principal amount of
Instruments due of principal) the Instruments
March 2021 accepted for
purchase pursuant to
the Offers will not
exceed the aggregate
principal amount of
New Instruments (as
defined herein).
The amount in
respect of each
Series shall be
determined by the
Issuer in its sole
discretion.
EUR 1,000,000,000 XS1290729208 EUR 1,000,000,000 0.35 per cent. EUR 101.475
1.477 per cent. (101.475 per cent.
Instruments due of principal)
September 2021
EUR 1,400,000,000 XS1394777665 EUR 1,400,000,000 0.45 per cent. EUR 100,564
0.75 per cent. (100.564 per cent.
Instruments due of principal)
April 2022
EUR 1,250,000,000 XS1069430368 EUR 1,250,000,000 0.45 per cent. EUR 103,584
2.242 per cent. (103.584 per cent.
Instruments due of principal)
May 2022
* For information purposes only, the expected Purchase Price in respect of the Instruments
is shown per EUR 100,000 in principal amount of the relevant Instruments determined in the
manner described in the Tender Offer Memorandum on the basis of a Settlement Date of 22 May
2020. Should the Settlement Date in respect of the Instruments accepted for purchase differ
from 22 May 2020, the Purchase Price will be recalculated, all as further described in the
Tender Offer Memorandum.
** The Issuer reserves the right, in its sole and absolute discretion and for any reason,
to significantly increase or decrease the Maximum Acceptance Amount and/or to accept significantly
less than or more than the Maximum Acceptance Amount for purchase pursuant to the Offers.
The Offers commence on 13 May 2020 and will expire at 17:00 CET
on 19 May 2020 (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 senior debt as well as to manage
its liquidity in an efficient manner.
Instruments repurchased by the Issuer pursuant to the Offer may
be cancelled. Instruments which have not been validly tendered and
accepted for purchase pursuant to the Offers will remain
outstanding after the Settlement Date
New Financing Condition
The Issuer intends to issue new EUR denominated senior,
unsecured debt securities under its EUR40,000,000,000 Programme for
the Issuance of Debt Instruments guaranteed by the Guarantor (the
"New Instruments"). Whether the Issuer will accept for purchase any
Instruments validly tendered in the Offers is subject, without
limitation, to the successful completion of the issue of the New
Instruments (the "New Financing Condition").
Purchase Price
The purchase price payable in respect of the Instruments
accepted for purchase (the " Purchase Price ") will be expressed as
a percentage and will be determined as provided in the Tender Offer
Memorandum by reference to the relevant Fixed Purchase Yield.
Specifically, the Purchase Price for the Instruments will be
expressed as a percentage and will equal (a) the value of all
remaining payments of principal and interest on the relevant Series
of Instruments up to and including the maturity date for such
Series of Instruments, discounted to the Settlement Date at a
discount rate equal to the relevant Fixed Purchase Yield, minus (b)
Accrued Interest (as defined below) in respect of such Series of
Instruments. Each Purchase Price will be rounded to the nearest
0.001 per cent. with 0.0005 per cent. being rounded upwards.
Accrued Interest Payment
In respect of any Instruments accepted for purchase, the Issuer
will also pay an amount equal to any accrued and unpaid interest on
the relevant Instruments from, and including, the relevant interest
payment date for the Instruments immediately preceding the
Settlement Date up to, but excluding, the Settlement Date, which is
expected to be 22 May 2020.
Maximum Acceptance Amount and Series Acceptance Amounts
The Issuer proposes to accept Instruments for purchase up to a
maximum aggregate principal amount equal to the aggregate principal
amount of the New Instruments (the "Maximum Acceptance Amount") on
the terms and conditions contained in the Tender Offer Memorandum.
The Issuer reserves the right, in its sole and absolute discretion
and for any reason, to significantly increase or decrease the
Maximum Acceptance Amount and/or to accept significantly less than
or more than the Maximum Acceptance Amount for purchase pursuant to
the Offers.
The Issuer will determine, in its sole discretion, the aggregate
principal amount of Instruments of each Series which the Issuer
will accept for purchase pursuant to the relevant Offer (each a
"Series Acceptance Amount")and reserves the right to accept
significantly more or less (or none) of the Instruments of one
Series as compared to the other Series of Instruments.
Indicative Timetable
Date Action
-------------------------------------- ------------------------------------------------------------------------------
13 May 2020 Commencement of the Offers
On or before the Expiration Deadline Pricing of the New Instruments
17:00 CET on 19 May 2020 Expiration Deadline
Deadline for receipt by the Tender Agent of all Tender Instructions in order
for Holders to
be able to participate in the Offers.
As soon as practicable on 20 May 2020 Announcement of Result of Offers
Announcement of the Issuer's decision whether to accept valid tenders of
Instruments for purchase
pursuant to any or all of the Offers (including, if applicable, the
Settlement Date) subject
only to the satisfaction of the New Financing Condition and, if so accepted,
details of (i)
the final aggregate principal amount of the Instruments of each Series
tendered pursuant to
the Offers, (ii) each Series Acceptance Amount and the pro-ration factor (if
any) applicable
to the relevant Series of Instruments, and (iii) the Purchase Price for each
relevant Series
of Instruments, distributed by way of announcements on the relevant Notifying
News Service(s),
through the Clearing Systems and via the website of Euronext Dublin.
Expected to be on 22 May 2020 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, 13 May 2020
None of the Offers, the Tender Offer Memorandum or this
announcement constitute an offer of securities to the public under
Regulation (EU) 2017/1129 of the European Parliament and of the
Council or a tender offer in Spain under restated text of the
Spanish Securities Market Act approved by Royal Legislative Decree
4/2015, of 23 October and under Royal Decree 1066/2007, of 27 July,
all of them as amended, and any regulation issued thereunder.
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
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