TIDM0TDE
RNS Number : 9862A
Telefonica SA
27 January 2020
TELEFÓNICA, S.A., in compliance with the Securities Market
legislation, hereby communicates the following
RELEVANT INFORMATION
Telefónica Europe B.V. (the "Issuer") invites today the holders
of its outstanding:
(i) GBP 600,000,000 Undated 7 Year Non-Call Deeply Subordinated
Guaranteed Fixed Rate Reset Securities (the "GBP Notes"),
(ii) EUR 625,000,000 Undated 8 Year Non-Call Deeply Subordinated
Guaranteed Fixed Rate Reset Securities (the "EUR Notes"),
(each a "Series" and together the "Notes") irrevocably
guaranteed by Telefónica, S.A. (the "Guarantor"), to tender such
Notes 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 27
January 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 Amount subject to
Notes ISIN First Reset Date Outstanding Purchase Price the Offer
------------------- ------------- ----------------- ------------------- -------------------- --------------------
GBP 600,000,000 XS0997326441 26/11/2020 GBP 171,500,000 GBP 104,571 per Any and all
Undated 7 Year (28.58% of the GBP 100,000
Non-Call Deeply original nominal)
Subordinated
Guaranteed Fixed
Rate Reset
Securities
Current Coupon:
6.75%
EUR 625,000,000 XS0972588643 18/9/2021 EUR 292,700,000 EUR 112,313 per EUR Any and all
Undated 8 Year (46.83% of the 100,000
Non-Call Deeply original nominal)
Subordinated
Guaranteed Fixed
Rate Reset
Securities
Current Coupon:
7.625%
The Offers commence on 27 January 2020 and will expire at 17:00
CET on 3 February 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extended, re-opened, withdrawn or terminated at the sole discretion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 layer of hybrid capital. The Offers
also provide Noteholders with the opportunity to switch into the
New Notes ahead of upcoming first call dates.
New Financing Condition
The Issuer intends to issue new EUR denominated Undated 7.25
Year Non-Call Deeply Subordinated Guaranteed Fixed Rate Reset
Securities guaranteed by the Guarantor (the "New Notes"). Whether
the Issuer will accept for purchase any Notes validly tendered in
the Offers is subject, without limitation, to the settlement of the
issue of the New Notes (the "New Financing Condition").
Purchase Price
Subject to the applicable Minimum Denomination in respect of the
relevant Series of Notes, the price payable per GBP 100,000 or EUR
100,000 (as applicable) in principal amount of the Notes (the
"Purchase Price") will be (a) in respect of the GBP Notes, GBP
104,571 per GBP 100,000 and (b) in respect of the EUR Notes, EUR
112,313 per EUR 100,000. In respect of any Notes accepted for
purchase, the Issuer will also pay an amount equal to any accrued
and unpaid interest on the relevant Notes from, and including, the
relevant interest payment date for the Notes immediately preceding
the Settlement Date up to, but excluding, the Settlement Date,
which is expected to be no later than 6 February 2020.
Notes repurchased by the Issuer pursuant to the Offer may be
cancelled. Notes which have not been validly tendered and accepted
for purchase pursuant to the Offers will remain outstanding after
the Settlement Date.
Amount subject to the Offer
The Issuer proposes to accept any and all of the Notes for
purchase on the terms and conditions contained in the Tender Offer
Memorandum.
Indicative Timetable
Number of Business Days from and
Date including Launch Action
-------------------------------------- -------------------------------------- --------------------------------------
27 January 2020 1 Commencement of the Offers
On or before the Expiration Deadline Pricing of the New Notes
17:00 CET on 3 February 2020 6 Expiration Deadline
Deadline for receipt by the Tender
Agent of all Tender Instructions in
order for Noteholders
to be able to participate in the
Offers.
At or around 10:00 a.m. CET on 4 7 Announcement of Result of Offers
February 2020 Announcement of the Issuer's decision
whether to accept valid tenders of
Notes for purchase
pursuant to any or all of the Offers
subject only to the satisfaction of
the New Financing
Condition and, if so accepted,
details of the final aggregate
principal amount of the Notes
of each Series tendered pursuant to
the Offers 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 6 February 2020 9 Settlement Date
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, 27 January 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
ISEBRMPTMTATMRM
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January 27, 2020 04:02 ET (09:02 GMT)
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