22 Mar 2013 12:01
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 PLC5 The North ColonnadeCanary WharfLondon E14 4BBUnited Kingdom Attn.: Liability Management GroupTel.: +44 207 773 8575Email: eu.lm@barclays.com | Banco Bilbao Vizcaya Argentaria, S.A. 44th Floor One Canada Square London E14 5AA United Kingdom Attention: Liability Management Tel: +44 207 648 7516 / +44 207 397 6125 Email: liabilitymanagement@bbva.com | |
Citigroup Global Markets Limited Citigroup Centre Canada Square Canary Wharf London E14 5LB Attention: Liability Management Group Tel.: +44 207 986 8969Email: liabilitymanagement.europe@citi.com
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The Tender Agent |
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Lucid Issuer Services Limited Leroy House 436 Essex Road London N1 3QP United Kingdom Telephone: : +44 (0) 20 7704 0880 Attention: David Shilson / Thomas Choquet Email: telefonica@lucid-is.com |
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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.
* This amount takes into account the aggregate principal amount of Instruments held by Telefónica and the Guarantor as at the date of this announcement.