Telefonica SA (TDE) - Preferred Securities of Telefonica Finance
RNS Number : 2614S
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
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
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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