14 Mar 2013 09:15
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 TENDER OFFERS
14 March 2013
Telefónica Emisiones S.A.U.("Telefonica") and Telefónica S.A. hereby announce the invitation by Telefónica (subject to the Offer Restrictions) to Holders of the Instruments set out in the table below to offer to sell Instruments to it for cash (the "Invitation"). Telefónica proposes to accept Offers to Sell Instruments up to a maximum aggregate principal amount of GBP100,000,000 (the "Maximum Purchase Amount"), subject to Telefónica's right to increase or decrease such amount at its sole discretion and for any reason.
The Invitation is made on the terms and subject to the conditions set out in the Tender Offer Memorandum dated 14 March 2013 (the "Tender Offer Memorandum").
Copies of the Tender Offer Memorandum are available (subject to the Offer Restrictions) to Holders from the Tender Agent as set out below. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.
Description of Instruments | ISIN | Maturity Date | Denominations | Aggregate principal amount outstanding | Benchmark Reference Security | Purchase Spread |
GBP500,000,000 5.888 per cent. Instruments due 31 January 2014 | XS0279928385 | 31 January 2014 | GBP50,000 | GBP446,250,000* | 5 per cent. UK Treasury Gilt due Sept 2014 (GB0031829509) | 125 basis points |
* This amount takes into account the aggregate principal amount of Instruments held by Telefónica and the Guarantor as at the date of the Tender Offer Memorandum.
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Background to the Invitation
Rationale
Telefónica intends, through this Invitation, to actively manage its debt maturities as well as manage its liquidity in an efficient manner.
Tender Offer by Barclays
Telefónica is aware that Barclays Bank PLC intends to announce a partial cash tender offer today in respect of the following instruments issued by Telefónica and guaranteed by Telefónica S.A: EUR1,400,000,000 3.406 per cent. Guaranteed Instruments due 24 March 2015 (XS0494547168); EUR1,000,000,000 4.967 per cent. Guaranteed Instruments due 3 February 2016 (XS0696856847); and EUR1,500,000,000 5.496 per cent. Guaranteed Instruments due 1 April 2016 (XS0419264063). Banco Bilbao Vizcaya Argentaria, S.A., Barclays Bank PLC and Citigroup Global Markets Limited are also acting as dealer managers in respect of this cash tender offer and can be contacted for further information about the offer at the addresses appearing below.
Purchase Price and Accrued Interest
Subject to the Specified Denomination, the amount payable per GBP1,000 in principal amount of Instruments will be the sum of (i) the Purchase Price multiplied by GBP1,000 and (ii) accrued and unpaid interest on the Instrument from, and including, the immediately preceding interest payment date up to, but excluding, the Settlement Date, which is expected to be 26 March 2013.
The Purchase Price of the Instruments will be determined by the Dealer Managers as provided in the Tender Offer Memorandum by reference to a fixed spread of 125 basis points above the Benchmark Yield at or around 11.00 a.m. (Central European Time) on the Pricing Date (expected to be the Acceptance Date) in accordance with the pricing formula set out in Annex A to the Tender Offer Memorandum and is hypothetically illustrated in Annex B to the Tender Offer Memorandum.
Proration
If the acceptance of all valid Offers to Sell would require a greater principal amount of Instruments to be accepted than the Maximum Purchase Amount, Telefónica will accept Offers to Sell on a pro rata basis. In the event pro rata allocation applies, for the purposes of such acceptance, each such Offer to Sell will be scaled by a factor equal to (i) the Maximum Purchase Amount, divided by (ii) the aggregate principal amount of the Instruments that have been validly tendered in the Invitation. Each Offer to Sell reduced in this manner will be rounded down or up at Telefónica's discretion to the nearest Specified Denomination. The pro-ration factor will be published together with the results of the Invitation.
Participation in the Invitation
Electronic Instruction Notices must be submitted in respect of a principal amount of Instruments of no less than the Specified Denomination."Specified Denomination" as used herein means GBP50,000.
Holders will be able to submit their Offers to Sell, specifying the aggregate principal amount of the Instruments offered, in the manner specified in the Tender Offer Memorandum from and including 14 March 2013 to 5:00 p.m. (Central European Time) on 21 March 2013 (the "Offer Period"). Telefónica proposes to accept Offers to Sell, if no extension of the Offer Period has occurred, on 22 March 2013
Telefónica is under no obligation to accept an Offer to Sell. The acceptance for purchase by Telefónica of Instruments validly offered for sale and not validly withdrawn pursuant to the Invitation is at the sole discretion of Telefónica and Offers to Sell may be rejected by Telefónica for any reason.
Holders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would require to receive instructions from a Holder in order for that Holder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Invitation before the deadlines specified in this announcement.
Amendment and Termination
Subject to applicable law, Telefónica may, at its discretion, extend the Offer Period, postpone the Acceptance Date, amend any Terms and Conditions or terminate the Invitation. Electronic Instruction Notices will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum.
Expected Timeline
This is an indicative timetable showing one possible outcome for the timing of the Invitation, based on the dates set out in the Tender Offer Memorandum and this announcement. This timetable is subject to change and dates may be extended or changed by Telefónica in accordance with the Terms and Condition of the Invitation. Accordingly, the actual timetable may differ significantly from the timetable below.
Commencement of Offer Period: | 14 March 2013 |
Expiration Date: | 21 March 2013, 5:00 p.m. (Central European Time) |
Acceptance Date: | Expected on 22 March 2013 |
Pricing Date and Pricing Time: | Acceptance Date, expected to be at or around 11:00 a.m. (Central European Time) |
Announcement of whether Telefónica will accept valid Offers to Sell of Instruments pursuant to the Invitation and, if so accepted, (i) the principal amount of the Instruments accepted for purchase and any pro-ration factor and (ii) the Benchmark Yield, Purchase Yield, Purchase Price and Accrued Interest: | As soon as practicably possible following the Pricing Time on the Pricing Date. |
Settlement Date: | Expected to be 26 March 2013. |
Custodians, Direct Participants and Clearing Systems will have deadlines for receiving instructions prior to the Expiration Time and you should contact the Intermediary through which you hold your Instruments as soon as possible to ensure proper and timely delivery of instructions.
Unless stated otherwise, announcements in connection with the Invitation will be made via RNS. Such announcements may also be made by (i) delivery of the relevant notice to the Clearing Systems for communication by it to direct participants and (ii) by publication via a recognised financial news service or services (e.g. Reuters/Bloomberg) as selected by Telefónica.
Holders are advised to read carefully the Tender Offer Memorandum for full details of and information on the procedures for participating in the Invitation.
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.
Questions and requests for assistance in connection with the Invitation may be directed to the Dealer Managers:
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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Questions and requests for assistance in connection with the procedures for offering to sell Instruments pursuant to, and for any documents or materials relating to, the Invitation may be directed to the Tender Agent:
The Tender Agent |
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 |
DISCLAIMER
This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Invitation. If any Holder is in any doubt as to the action it should take or is unsure of the impact of the Invitation, it is recommended to seek its own financial and legal advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Instruments are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to tender Instruments in the Invitation. None of Telefónica, the Guarantor, the Dealer Managers or the Tender Agent is providing Holders with any legal, business, tax or other advice in this announcement or the Tender Offer Memorandum.
None of the Dealer Manager, the Tender Agent or any of their respective directors, employees or affiliates makes any representation or recommendation whatsoever regarding this announcement, and none of Telefónica, the Guarantor, the Dealer Managers, the Tender Agent or their respective directors, employees or affiliates makes any recommendation as to whether Holders should tender Instruments for purchase pursuant to the Invitation. Each of the Tender Agent and the Dealer Managers are the agent of Telefónica and owes no duty to any holder of Instruments.
Before making a decision whether to tender Instruments for sale pursuant to the Invitation, Holders should carefully consider all of the information in the Tender Offer Memorandum and, in particular, the risk factors described in "Risk Disclosure and Other Important Information".
OFFER RESTRICTIONS
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.
United States
The Invitation is not being made, and will not be made, directly or indirectly, in or into, or by use of the mails, or by any means or instrumentality (including, without limitation: facsimile transmission, telex, telephone, e-mail and other forms of electronic transmission) of interstate or foreign commerce, or of any facility of a national securities exchange, of the United States, and Instruments may not be offered for sale by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States as defined in Regulation S of the U.S. Securities Act of 1933, as amended (the "Securities Act"). Accordingly, copies of this announcement and the Tender Offer Memorandum and any related documents are not being and must not be directly or indirectly distributed, forwarded, mailed, transmitted or sent into or from the United States (including without limitation by any custodian, nominee, trustee or agent). Persons receiving this announcement and the Tender Offer Memorandum (including, without limitation, custodians, nominees, trustees or agents) must not distribute, forward, mail, transmit or send it or any related documents in, into or from the United States or use such mails of any such means, instrumentality or facility in connection with the Invitation. Offers to Sell made by a resident of the United States, by any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States, or by any US person (as defined in Regulation S under the Securities Act) or by use of such mails or any such means, instrumentality or facility, will not be accepted.
Each Holder participating in the Invitation will represent that it is not located in the United States and is not participating in such Invitation from the United States or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in such Invitation from the United States.
For purposes of this announcement and the Tender Offer Memorandum, "United States" refers to the United States, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands, any state of the United States and the District Of Columbia).
United Kingdom
The communication of this announcement and the Tender Offer Memorandum and any other documents or materials relating to the Invitation is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals or high net worth companies (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order")) or persons who are within Article 43(2) of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Order.
Republic of Italy
None of the Invitation, this announcement or the Tender Offer Memorandum or any other documents or materials relating to the Invitation have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations, and therefore the Invitation may only be made or promoted, directly or indirectly, in or into the Republic of Italy pursuant to an exemption from the rules governing public purchases or exchange offers (offerte pubbliche di acquisto o scambio) as defined in article 1, paragraph 1, letter v of Italian Legislative Decree no. 58 of 24 February 1998, as amended (the "Italian Financial Services Act").
Accordingly, the Invitation is not addressed to, and neither this announcement or the Tender Offer Memorandum nor any other documents, materials or information relating to the Invitation can be distributed or made available (either directly or indirectly) to any person in the Republic of Italy other than:
(i) to qualified investors (investitori qualificati) pursuant to article 34-ter, paragraph 1, letter (b), of CONSOB Regulation No. 11971 of 14 May 1999, as amended from time to time (the "CONSOB Regulation") acting on their own account; or
(ii) in any other circumstances where an express exemption from compliance with the restrictions on public purchases or exchange offers applies pursuant to the Italian Financial Services Act or the CONSOB Regulation.
The Republic of France
The Invitation is not being made, directly or indirectly, to the general public in the Republic of France. This announcement and the Tender Offer Memorandum or any other documentation or material relating to the Invitation (including memorandums, information circulars, brochures or similar documents) have not been distributed to, and or not being distributed to, the general public in the Republic of France. Only (i) persons that provide investment services in the field of portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) (that are not individuals) acting for their own account, in each case as defined in or pursuant to articles L.411, L.411-2 and D.411-1 to D.411-3 of the French Code Monétaire et Financier, may participate in the Invitation. This Tender Offer Memorandum has not been submitted to the clearance procedures of the Authorité des marchés financiers.
General
Neither this announcement nor the Tender Offer Memorandum or the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Instruments (and tenders of Instruments for purchase pursuant to the Offers will not be accepted from Holders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require an Offer to be made by a licensed broker or dealer and the Dealer Managers or any of its affiliates is such a licensed broker or dealer in any such jurisdiction, such Offer shall be deemed to be made by the Dealer Managers or such affiliate, as the case may be, on behalf of Telefónica in such jurisdiction.
In addition to the representations referred to above in respect of the United States, each Holder participating in an Offer will be deemed to give certain representations in respect of the other jurisdictions referred to above and generally as set out in "Procedures for Participating in the Offers". Any Offer to Sell Instruments for purchase pursuant to the Offers from a Holder that is unable to make these representations will not be accepted.
Each of Telefónica, the Guarantor, the Dealer Managers and the Tender Agent reserves the right, in its sole and absolute discretion, to investigate, in relation to any Offer to Sell Instruments whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result Telefónica determines (for any reason) that such representation is not correct, such tender or submission may be rejected.