Telefonica SA TDE Preferred Securities of Telefonica Finance

  Telefonica SA (TDE) - Preferred Securities of Telefonica Finance

RNS Number : 2614S
Telefonica SA
28 November 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

                              SIGNIFICANT EVENT



Further to the  communication filed on  October 31, 2012,  and related to  the 
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"), (collectively,  the "Offer") ,  that were  the 
subject of  the note  (prospectus)  approved and  registered on  the  Spanish 
National Securities  Market  Commission  (Comisión  Nacional  del  Mercado  de 
Valores , CNMV) as of October, 31, 2012, (the "Securities Note"), the  Company 
announces the following:

(i) During the acceptance period that ended on November 23, 2012, the Offer
has been accepted by 1,941,235 Preferred Securities, which represent 97.06% of
the total outstanding Issue.

(ii) The price of the Shares for the purposes of the Offer has been fixed in
the amount  of 10.1642  euros, corresponding  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),  and within the range  of 
the minimum of 9.75 euros and maximum of 11.05 euros per share. Therefore, the
maximum number of treasury shares to be delivered will be 76.4 million shares,
and applying the aforementioned price, entails an amount of 776 million euros.

(iii) Therefore, net debt of Telefónica will be reduced by 776 million euros

(iv) In accordance with the information received, and with the provisions of
the Securities Note,  Telefónica will  issue 1,941,235  Debentures of  nominal 
value of  600  euros  each,  and  the  total  amount  of  the  Issue  will  be 
1,164,741,000 euros, with a maturity of 10 years.

Finally, according to the schedule announced, the trade date will be tomorrow,
November 29, 2012, proceeding  on that date to  the purchase of the  Preferred 
Securities, the sale  of the Shares  and the subscription  and payment of  the 
Debentures. The  admission  to trading  of  the Debentures  is  scheduled  for 
November 30 and the settlement date of the purchase of Shares for December  4, 

Madrid, November 28, 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 
(securities note​​).

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  orJapan, 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.  TheOffer 
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 isdefined 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 underthe 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 anexemption for  registration 
under the Securities Act. The Shares and Debentures of Telefónicawill 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


MSCDVLFLLFFFFBK -0- Nov/28/2012 17:23 GMT
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