TIDMTDE
RNS Number : 4945I
Telefonica SA
21 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
Further to the relevant event announced on 13 March 2018,
Telefónica Europe B.V. (the "Issuer") announces the final results
of the invitations to holders to tender for purchase by the Issuer
for cash (each such invitation an "Offer" and together the
"Offers") of the following notes:
(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").
The Offers were 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 offer
restrictions more fully described in the Tender Offer
Memorandum.
The Issuer will (subject to satisfaction or waiver of the New
Financing Condition described in the above mentioned relevant
event) accept validly tendered Notes pursuant to the Offers for
purchase in cash in an aggregate principal amount equivalent to EUR
1,776,575,600, of which an amount equivalent to EUR 1,124,875,600
in principal amount relates to the Priority 2 Notes.
The Issuer will not be accepting for purchase any of the EUR
2024 Notes tendered for purchase pursuant to the Offers.
The final results of the Offers are as follow:
Aggregate Pro-ration
First Reset Principal Amount Purchase Repurchase Accrued Benchmark factor (if Fixed Spread Maximum Series
Description of Notes Date Outstanding Price Yield Interest Rate any) (basis points) Priority Amount
--------------------- ------------ ------------------ ----------- ------------ ---------- ------------- ----------- --------------- --------- ----------------
EUR 1,125,000,000
Undated 5 Year
Non-Call Deeply
Subordinated
Guaranteed Fixed
Rate Reset
Securities (the
"EUR 2018 Notes") EUR
103,187.67
Current Coupon: per EUR
6.50% 18/9/2018 EUR 1,125,000,000 100,000 N/A 3.312% N/A N/A N/A 1 EUR 651,700,000
EUR 850,000,000 4/12/2019 EUR 850,000,000 EUR 0.419% 1.254% EUR 2019 31.57% 60bps 2 EUR 145,200,000
Undated 5 Year 106,395 Notes
Non-Call Deeply per EUR Interpolated
Subordinated 100,000 Mid-Swap
Guaranteed Fixed Rate
Rate Reset (-0.181%)
Securities
(the "EUR 2019
Notes")
Current Coupon:
4.20%
EUR 750,000,000 31/3/2020 EUR 750,000,000 EUR 0.509% 4.890% EUR 2020 40.00% 65bps 2 EUR 158,200,000
Undated 6 Year 109,011 Notes
Non-Call Deeply per EUR Interpolated
Subordinated 100,000 Mid-Swap
Guaranteed Fixed Rate
Rate Reset (-0.141%)
Securities
(the "EUR 2020
Notes")
Current Coupon:
5.00%
GBP 600,000,000
Undated 7 Year
Non-Call Deeply
Subordinated
Guaranteed Fixed
Rate Reset
Securities GBP Notes
(the "GBP Notes")** GBP interpolated
111,721 Mid-Swap
Current Coupon: per GBP Rate
6.75% 26/11/2020 GBP 600,000,000 100,000 2.192% 2.164% (1.230%) 100% 95bps 2 GBP 428,500,000
EUR 625,000,000 18/9/2021 EUR 625,000,000 EUR 1.149% 3.886% EUR 2021 100% 100bps 2 EUR 332,300,000
Undated 8 Year 122,022 Notes
Non-Call Deeply per EUR Interpolated
Subordinated 100,000 Mid-Swap
Guaranteed Fixed Rate
Rate Reset (0.149%)
Securities
(the "EUR 2021
Notes")
Current Coupon:
7.625%
EUR 1,000,000,000
Undated 10 Year
Non-Call Deeply
Subordinated
Guaranteed Fixed
Rate Reset
Securities (the
"EUR 2024 Notes")
Current Coupon:
5.875% 31/3/2024 EUR 1,000,000,000 N/A N/A N/A N/A N/A N/A 2 EUR 0
** Based on an exchange rate of GBP 1 = EUR 1.1416, as shown on
Bloomberg Page BFIX as at the Expiration Deadline.
The Offers remain subject to the conditions and restrictions set
out in the Tender Offer Memorandum.
Whether the Issuer will purchase any Notes validly tendered in
the Offers is subject, without limitation, to the settlement of the
New Financing Condition. Subject to the satisfaction (or waiver) of
the New Financing Condition, the expected settlement date of the
Offers is 23 March 2018.
All Notes repurchased pursuant to the Offers will be
cancelled.
Madrid, March 21, 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 Offers,
nor the Tender Offer Memorandum 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
RTELLFFEVSILFIT
(END) Dow Jones Newswires
March 21, 2018 11:28 ET (15:28 GMT)
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