Telefonica SA (TDE) - Preferred Securities of Telefónica Finance
RNS Number : 0354Q
31 October 2012
TELEFÓNICA, S.A. (hereinafter "Telefónica") as provided in article 82 of the
Spanish Securities Market Act (Ley del Mercado de Valores), hereby reports the
OFFER TO PURCHASE PREFERRED SECURITIES OF TELEFÓNICA FINANCE USA LLC, AND
CONCURRENTLY AND IN CONNECTION THEREWITH, OFFER TO SELL TREASURY SHARES AND TO
SUBSCRIBE NEWLY ISSUED UNSECURED DEBENTURES OF TELEFÓNICA, S.A
Telefónica reports the launch of an offer to purchase the preferred securities
of Telefónica Finance USA LLC, ISIN code USU87942AA33, having a nominal value
of 1,000 euros each (the "Preferred Securities") and, concurrently and in
connection therewith, an offer to sell ordinary shares of Telefónica, having a
nominal value of 1 euro each, currently held as treasury stock (the "Shares")
and to subscribe for newly issued unsecured debentures of Telefónica, with a
nominal value of 600 euros each (the "Debentures"), on the terms and
conditions detailed below:
(i)... The offer to purchase the Preferred Securities and to sell the Shares
and to subscribe for the Debentures (collectively, the "Offer") will be
addressed exclusively to the holders of Preferred Securities that are not and
do not reside in the United States of America.
(ii) The price offered for the purchase of the Preferred Securities is a
price equal to 100% of their nominal value, i.e., 1,000 euros per Preferred
Security, in cash, and such amount is subject, unconditionally and
irrevocably, to its simultaneous reinvestment in Shares and Debentures as
described below. Also, the accrued interest on the Preferred Securities in
respect of which the Offer is accepted, since the last coupon payment until
the date of the operation (on November 29, 2012), will be paid.
(iii) The purchase price of the Preferred Securities (1,000 euros per
Preferred Security) is subject, unconditionally and irrevocably, to its
simultaneous reinvestment in the acquisition of Shares and subscription and
payment of Debentures in the following proportion:
a) 40% of that price (i.e., 400 euros per Preferred Security) will be
assigned to the purchase of Shares at a price equal to the arithmetic mean of
the average weighted prices of Telefónica shares during the five trading days
preceding the end of the acceptance period of the Offer (such day inclusive)
(i.e., from November 19 until November, 23, 2012, both inclusive), with a
minimum price of 9.75 euros and a maximum price of 11.05 euros per Share.
b) The remaining 60% (i.e., 600 euros per Preferred Security) will be
assigned to the subscription and payment of Debentures at 100% of their
nominal value. Consequently, an investor accepting the Offer will have to
subscribe and pay one Debenture for each Preferred Security.
The Debentures are newly issued unsecured debentures of Telefónica with a
nominal value of 600 euros each, with a fixed annual interest rate of 4.184%,
payable quarterly on February 28, May 29, August 29, and November 29 of each
year, and maturity date on November 29, 2022 (however, Telefónica may make an
early repayment, in full or in part, of the Debentures on any interest payment
date). Application for admission of the Debentures to trading on the AIAF
Fixed Income Market, for trading on the Electronic Debt Trading System
(Sistema Electrónico de Negociación de Deuda) ("SEND") will be requested.
Holders of Preferred Securities who wish to accept the Offer should contact
the institution where they have the Preferred Securities deposited and fill
out the corresponding order of acceptance. Orders of acceptance must encompass
all Preferred Securities owned by any such holder.
The schedule for the Offer is the following:
Ø November 5, 2012: Start of the acceptance period of the Offer.
Ø November 23, 2012: Ending of the acceptance period of the Offer.
Ø November 19, 20, 21, 22 and 23, 2012: Reference dates for determining the
price of Shares in the Offer.
Ø November 29, 2012 (date of transaction): Purchase of the Preferred
Securities, sale of Shares and subscription and payment of the Debentures.
Ø November 30, 2012: Admission to trading of the Debentures.
Ø December 4, 2012: Settlement date of the purchase of the Shares.
The securities note (prospectus) relating to the Offer has been registered as
of today in the official registers of the Spanish National Securities Market
Commission (Comisión Nacional del Mercado de Valores, CNMV). The securities
note and the summary are available, along with the registration document of
Telefónica, on the website of the CNMV (www.cnmv.es) and on the Company
website (www.telefonica.com) containing the full description of the terms,
conditions and procedure of the Offer.
Madrid, October 31^st, 2012
This announcement is not a prospectus and investors should not accept the
Offer except on the basis of the information contained in the prospectus
The publication of this information and/or prospectus (securities note) in
jurisdictions other than Spain may be restricted by applicable law. People who
have access to this communication should enquire about restrictions and comply
with them. Any breach of these restrictions can constitute an infringement on
securities markets legislation in any such jurisdictions.
In particular, this announcement does not constitute an offer in the United
States of America, Canada, United Kingdom, South Africa, Australia, Portugal,
Italy, Mexico, Argentina or Japan, and in general in any other jurisdiction
other than the Spanish.
The information contained herein should not be published, distributed or
transmitted to residents in the United States of America or any other country
in which the distribution of this information is restricted by law. The Offer
is not subject to registration in any other jurisdiction different than Spain,
and therefore, it is not intended to investors resident in jurisdictions which
securities law requires an authorization or registration of a prospectus or
any other document, therefore these holders of Preferred Securities cannot
accept this Offer. The Offer is not being made and will not be made, directly
or indirectly, in or though the United States of America, or by using e-mail
or any other means of interstate or foreign commerce, nor to the benefit of
U.S. persons, as such term is defined in Regulation S under the U.S.
Securities Act of 1933 (the "Securities Act").
The information contained herein does not constitute an offer to sell in the
United States of America. The Shares and Debentures have not been and will not
be registered under the Securities Act or under any other securities laws of
any State of the United States of America and cannot be offered, sold or
delivered, directly or indirectly, in the United States of America or to U.S.
persons without previous registration, or under an exemption for registration
under the Securities Act. The Shares and Debentures of Telefónica will only be
offered and sold outside the United States of America, under Regulation S of
the Securities Act.
Under this document, no money, securities or other compensation is being
solicited and, if sent in response to the information contained herein, they
will not be accepted.
This information is provided by RNS
The company news service from the London Stock Exchange
MSCVFLFXLBFFFBF -0- Oct/31/2012 18:12 GMT
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