TIDMTDE
RNS Number : 5288H
Telefonica SA
13 March 2018
TELEFÓNICA, S.A. as provided in article 228 of the Spanish Stock
Market Act (Ley del Mercado de Valores), hereby reports the
following
SIGNIFICANT EVENT
Telefónica Europe B.V. (the "Issuer") invites today the holders
of its outstanding
(i) EUR 1,125,000,000 Undated 5 Year Non-Call Deeply
Subordinated Guaranteed Fixed Rate Reset Securities (the "EUR 2018
Notes"),
(ii) EUR 850,000,000 Undated 5 Year Non-Call Deeply Subordinated
Guaranteed Fixed Rate Reset Securities (the "EUR 2019 Notes"),
(iii) EUR 750,000,000 Undated 6 Year Non-Call Deeply
Subordinated Guaranteed Fixed Rate Reset Securities (the "EUR 2020
Notes"),
(iv) GBP 600,000,000 Undated 7 Year Non-Call Deeply Subordinated
Guaranteed Fixed Rate Reset Securities (the "GBP Notes"),
(v) EUR 625,000,000 Undated 8 Year Non-Call Deeply Subordinated
Guaranteed Fixed Rate Reset Securities (the "EUR 2021 Notes"),
and
(vi) EUR 1,000,000,000 Undated 10 Year Non-Call Deeply
Subordinated Guaranteed Fixed Rate Reset Securities (the "EUR 2024
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 13 March
2018 (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 First Reset Principal Amount Purchase Benchmark Fixed Maximum Acceptance
Notes ISIN Date Outstanding Price Rate Spread Priority Amount
--------------- -------------- ------------ ------------------ ----------- ------------- ------- --------- --------------------
EUR
1,125,000,000
Undated 5
Year Non-Call
Deeply
Subordinated
Guaranteed
Fixed Rate
Reset EUR
Securities 103,187.67
Current per EUR
Coupon: 6.50% XS0972570351 18/9/2018 EUR 1,125,000,000 100,000 N/A N/A 1 Any and all
EUR XS1148359356 4/12/2019 EUR 850,000,000 To be EUR 2019 0.60% 2 An amount
850,000,000 determined Notes determined by the
Undated 5 Interpolated Issuer in its sole
Year Non-Call Mid-Swap discretion. The
Deeply Rate total aggregate
Subordinated principal amount
Guaranteed of Priority 2 Notes
Fixed Rate accepted for
Reset purchase will not
Securities exceed the
Current difference between
Coupon: 4.20% (i) the aggregate
principal amount of
New Notes (as
defined herein) and
(ii) the aggregate
principal amount
outstanding of the
EUR 2018 Notes
prior to the Offers
EUR XS1050460739 31/3/2020 EUR 750,000,000 To be EUR 2020 0.65% 2 An amount
750,000,000 determined Notes determined by the
Undated 6 Interpolated Issuer in its sole
Year Non-Call Mid-Swap discretion. The
Deeply Rate total aggregate
Subordinated principal amount
Guaranteed of Priority 2 Notes
Fixed Rate accepted for
Reset purchase will not
Securities exceed the
Current difference between
Coupon: 5.00% (i) the aggregate
principal amount of
New Notes (as
defined herein) and
(ii) the aggregate
principal amount
outstanding of the
EUR 2018 Notes
prior to the Offers
GBP XS0997326441 26/11/2020 GBP 600,000,000 To be GBP Notes 0.95% 2 An amount
600,000,000 determined interpolated determined by the
Undated 7 Mid-Swap Issuer in its sole
Year Non-Call Rate discretion. The
Deeply total aggregate
Subordinated principal amount
Guaranteed of Priority 2 Notes
Fixed Rate accepted for
Reset purchase will not
Securities exceed the
Current difference between
Coupon: 6.75% (i) the aggregate
principal amount of
New Notes (as
defined herein) and
(ii) the aggregate
principal amount
outstanding of the
EUR 2018 Notes
prior to the Offers
EUR XS0972588643 18/9/2021 EUR 625,000,000 To be EUR 2021 1.00% 2 An amount
625,000,000 determined Notes determined by the
Undated 8 Interpolated Issuer in its sole
Year Non-Call Mid-Swap discretion. The
Deeply Rate total aggregate
Subordinated principal amount
Guaranteed of Priority 2 Notes
Fixed Rate accepted for
Reset purchase will not
Securities exceed the
Current difference between
Coupon: (i) the aggregate
7.625% principal amount of
New Notes (as
defined herein) and
(ii) the aggregate
principal amount
outstanding of the
EUR 2018 Notes
prior to the Offers
EUR XS1050461034 31/3/2024 EUR 1,000,000,000 To be EUR 2024 1.95% 2 An amount
1,000,000,000 determined Notes determined by the
Undated 10 Interpolated Issuer in its sole
Year Non-Call Mid-Swap discretion. The
Deeply Rate total aggregate
Subordinated principal amount
Guaranteed of Priority 2 Notes
Fixed Rate accepted for
Reset purchase will not
Securities exceed the
Current difference between
Coupon: (i) the aggregate
5.875% principal amount of
New Notes (as
defined herein) and
(ii) the aggregate
principal amount
outstanding of the
EUR 2018 Notes
prior to the Offers
The Offers commence on 13 March 2018 and will expire at 17:00
CET on 20 March 2018 (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 and the planned issuance of New Notes
(as defined below) 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 (as
defined below) ahead of upcoming first call dates.
New Financing Condition
The Issuer intends to issue new EUR denominated Undated 5.7 Year
Non-Call Deeply Subordinated Guaranteed Fixed Rate Reset Securities
guaranteed by the Guarantor and new EUR denominated Undated 8.5
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 EUR 100,000 or GBP
100,000 (as applicable) in principal amount of the Notes (the
"Purchase Price") will be (i) in respect of the EUR 2018 Notes, EUR
103,187.67 per EUR 100,000 and (ii) in respect of the remaining
Series of Notes, calculated by reference to the sum of the relevant
fixed spread in respect of that Series, as specified in the table
above (the "Fixed Spread Amount") and the relevant Benchmark Rate
at or around the Pricing Time, expressed as a percentage and
rounded to the third decimal place (with 0.0005 being rounded
upwards). 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 23 March 2018.
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.
Maximum Acceptance Amount
The Issuer proposes to accept Notes for purchase up to a maximum
aggregate principal amount equal to the aggregate principal amount
of the New Notes (the "Maximum Acceptance Amount") on the terms and
conditions contained in the Tender Offer Memorandum.
If the Issuer decides to accept any Notes for purchase pursuant
to the Offers, the Issuer intends to accept any and all of the EUR
2018 Notes for purchase in priority to the Notes of any other
Series. The Issuer intends that the aggregate principal amount of
Notes of all remaining Series which it will accept for purchase (if
any) will be an amount that will not exceed: (i) the Maximum
Acceptance Amount, less (ii) the aggregate principal amount
outstanding of the EUR 2018 Notes (being EUR 1,125,000,000). The
Issuer will determine the allocation of the acceptance amounts
across the remaining Series of Notes in its sole discretion, and
reserves the right to accept significantly more or significantly
less (or none) of any such Series (subject to pro rata scaling, if
applicable) as compared to the other Series. If the Issuer decides
to accept any GBP Notes for purchase, the Issuer will determine the
Euro equivalent of the relevant Series Acceptance Amount based on
the prevailing GBP/EUR exchange rate at the Expiration Deadline, as
shown on Bloomberg Page BFIX (or, if such screen is unavailable or
is manifestly erroneous, a generally recognised source for currency
quotations with quotes as of a time as close as reasonably possible
to the aforementioned time as determined by the Issuer).
Indicative Timetable
Number of Business Days from and
Date including Launch Action
-------------------------------------- -------------------------------------- --------------------------------------
13 March 2018 1 Commencement of the Offers
On or before the Expiration Deadline Pricing of the New Notes
17:00 CET on 20 March 2018 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 11:00 a.m. CET on 21 7 Indicative Results
March 2018 Announcement of the Maximum
Acceptance Amount, including the
GBP/EUR exchange rate, and
non-binding
indication by the Issuer of the level
at which it intends to set each
Series Acceptance Amount
and indicative proration factors (if
any).
At or around 1:00 p.m. CET on 21 7 Pricing Time
March 2018 Determination of each Benchmark Rate
(for the purpose of calculating each
Repurchase Yield
and each Purchase Price)
As soon as practicable after the 7 Announcement of Result of Offers
Pricing Time 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 (i) each Purchase Price,
the Accrued Interest, each
Repurchase Yield and each Benchmark
Rate, (ii) the final aggregate
principal amount of the
Notes of each Series tendered
pursuant to the Offers and (iii) each
Series Acceptance Amount
and the pro-ration factor, if
applicable, distributed.
Expected to be on 23 March 2018 9 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, March 13, 2018
None of the Offers, the Tender Offer Memorandum or this
announcement constitute an offer of securities or the solicitation
of an offer of securities to the public in Spain under the Spanish
Securities Market Law approved by Legislative Royal Decree 4/2015,
of 23 October (Real Decreto Legislativo 4/2015, de 23 de octubre,
por el que se aprueba el texto refundido de la Ley del Mercado de
Valores), Royal Decree 1310/2005, of 4 November 2005 and Royal
Decree 1066/2007, of 27 July 2007. 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 company news service from the London Stock Exchange
END
TENVXLBFVXFZBBL
(END) Dow Jones Newswires
March 13, 2018 05:01 ET (09:01 GMT)
Copyright (c) 2018 Dow Jones & Company, Inc.
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