Announcement of results Tender Offer

RNS Number : 6618A

Telefonica SA

22 March 2013

 



NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS OR TO ANY U.S. PERSON

TELEFÓNICA EMISIONES S.A.U. AND TELEFÓNICA S.A. ANNOUNCE RESULTS OF TENDER OFFER

22 March 2013

On 14 March 2013, Telefónica Emisiones S.A.U. ("Telefonica") and Telefónica S.A. announced that Telefónica was inviting Holders (subject to the Offer Restrictions) of the GBP500,000,000 5.888 per cent. Instruments due 31 January 2014 (the "Instruments") to offer to sell Instruments to it for cash (the "Invitation"). The Invitation expired at 5 p.m. (Central European Time) on 21 March 2013.

The Invitation was made on the terms and subject to the conditions set out in the Tender Offer Memorandum dated 14 March 2013 (the "Tender Offer Memorandum"). Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Results of Invitation

Telefónica intends to accept for purchase all Instruments validly offered for sale. Accordingly, Telefónica accepts for purchase GBP204,200,000 in aggregate principal amount of Instruments, which is an increase in the Maximum Purchase Amount indicated in the Tender Offer Memorandum from GBP100,000,000 to GBP204,200,000.

Following the completion of the Invitation and cancellation of the Instruments by Telefónica, the aggregate principal amount of the Instruments that will remain outstanding will be GBP242,050,000. The Settlement Date is expected to be 26 March 2013.

Purchase Price and Accrued Interest

The Purchase Price of the Instruments was determined by the Dealer Managers by reference to a fixed spread of 125 basis points above the Benchmark Yield at 11.00 a.m. (Central European Time) today in accordance with the pricing formula set out in Annex A to the Tender Offer Memorandum. A summary of the pricing terms of the Instruments validly offered for sale and accepted for purchase is as follows:

Description of Instruments	ISIN	Benchmark Reference Security	Benchmark Yield	Purchase Yield	Purchase Spread	Purchase Price	Accrued Interest
GBP500,000,000 5.888 per cent. Instruments due 31 January 2014	XS0279928385	5 per cent. UK Treasury Gilt due Sept 2014 (GB0031829509)	0.175 per cent.	1.430 per cent.	125 basis points	GBP1,037.44 per GBP1,000 in principal amount of Notes	GBP8.71 per GBP1,000 in principal amount of Notes

The Purchase Price, together with Accrued Interest, will be paid to Holders whose Instruments have been accepted for purchase by Telefónica on the Settlement Date.

Banco Bilbao Vizcaya Argentaria, S.A., Barclays Bank PLC and Citigroup Global Markets Limited are acting as Dealer Managers for the Invitation and Lucid Issuer Services Limited is acting as Tender Agent.

Barclays Bank PLC 5 The North Colonnade Canary Wharf London E14 4BB United Kingdom Attn.: Liability Management Group Tel.: [phone] Email: [e-mail]	Banco Bilbao Vizcaya Argentaria, S.A. 44th Floor One Canada Square London E14 5AA United Kingdom Attention: Liability Management Tel: [phone]  Email: [e-mail]
Citigroup Global Markets Limited Citigroup Centre Canada Square Canary Wharf London E14 5LB Attention: Liability Management Group Tel.: [phone] Email: [e-mail]
The Tender Agent
Lucid Issuer Services Limited Leroy House 436 Essex Road London N1 3QP United Kingdom Telephone: :  [phone] Attention: David Shilson / Thomas Choquet Email: [e-mail]

DISCLAIMER

None of the Dealer Managers, the Tender Agent or any of their respective directors, employees or affiliates makes any representation or recommendation whatsoever regarding this announcement. This announcement should be read in conjunction with the Tender Offer Memorandum and no Invitation to acquire any Instruments is being made pursuant to this announcement. Each of the Tender Agent and the Dealer Managers are the agent of Telefónica and owes no duty to any holder of Instruments.

The distribution of this announcement and/or the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Tender Offer Memorandum come are required by each of Telefónica, the Guarantor, the Dealer Managers and the Tender Agent to inform themselves about and to observe any such restrictions.

 

END

 

 

MSCEAFDAADKDEFF