Telefonica SA Issuance of Securities (3762J)
September 08 2016 - 1:26PM
UK Regulatory
TIDMTDE
RNS Number : 3762J
Telefonica SA
08 September 2016
TELEFÓNICA S.A., (TELEFÓNICA) pursuant to article 228 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, has
today finalised the pricing and the terms and conditions of an
issuance of Undated Deeply Subordinated Guaranteed Fixed Rate Reset
Securities, with the subordinated guarantee of TELEFÓNICA, for an
aggregate nominal amount of 1,000 million euros, subject to a call
option exercisable by the issuer from the fifth year and a half
from the issuance date (the "Securities").
The main terms and conditions of the issuance are as
follows:
The issue price is established at 100% of the face value of the
Securities. The Securities will accrue interest at a rate of 3.75%
annually as from (and including) the issue date up to 15 March
2022.
From (and including) 15 March 2022, the Securities will accrue a
fixed rate of interest equal to the applicable 5.5 year
interpolated Swap Rate plus a margin of:
(i) 3.858% per year as from 15 March 2022 up to (but excluding) 15 March 2027;
(ii) 4.108% per year as from 15 March 2027 up to (but excluding) 15 March 2042; and
(iii) 4.858% per year as from (and including) 15 March 2042.
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 15 March 2022, 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 15 September
2016, subject to the signing of the Subscription Agreement by the
Joint Bookrunners and the rest of the agreements relating to the
issue, and subject to compliance with the conditions set out in the
Subscription Agreement.
Madrid, 8 September 2016.
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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