TDE.L Regulatory News (TDE)

19 Apr 2006 15:59

Telefonica SA19 April 2006 For immediate release Not for release, publication or distribution in or into the United States,Canada, Australia or Japan 19 April 2006 RECOMMENDED CASH OFFER BY GOLDMAN SACHS INTERNATIONAL AND CITIGROUP GLOBAL MARKETS LIMITED ON BEHALF OF TELEFONICA, S.A. FOR O2 PLC Completion of compulsory acquisition Further to its announcement on 23 February 2006 regarding the despatch ofcompulsory acquisition notices to O2 Shareholders who had not accepted theOffer, Telefonica announces that it has today compulsorily acquired theremaining O2 Shares for which it had not received acceptances (being 94,019,173O2 Shares representing approximately 1.06 per cent. of O2's issued sharecapital) in accordance with the compulsory acquisition notices. Accordingly,Telefonica and its wholly owned subsidiaries now own 100% of O2's share capital. Closing of the Offer In accordance with previous announcements, the Offer will close 14 daysfollowing the date of this announcement. Terms defined in the offer document dated 21 November 2005 shall have the samemeanings in this announcement. - ends - ENQUIRIES Lloyds TSB Registrars Tel: 0800 169 6946 (if calling from within the United Kingdom) Tel: +44 121 415 7593 (if calling from outside the United Kingdom) Telefonica Tel: +34 91 584 4700Investor Relations Office Citigroup Global Markets Limited - London Tel: +44 (0)20 7986 4000Mark SimonianWilliam KennishMatthew Smith Citigroup Global Markets Limited - Madrid Tel: +34 91 538 4080Ignacio Gutierrez Orrantia Goldman Sachs International - London Tel: +44 (0)20 7774 1000Luca FerrariPhil Raper (Corporate Broking) Goldman Sachs International - Madrid Tel: +34 91 700 6000David Jimenez-BlancoJuande Gomez-Villalba Hudson Sandler Tel: +44 (0)20 7796 4133Andrew Hayes Fax: +44 (0)20 7796 3480Sandrine Gallien Goldman Sachs International, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting exclusively forTelefonica and no one else in connection with the matters described in thisannouncement and is not advising any other person and accordingly will not beresponsible to any person other than Telefonica for providing the protectionsafforded to clients of Goldman Sachs International or for providing advice inrelation to the matters described in this announcement. Citigroup Global Markets Limited, which is authorised and regulated in theUnited Kingdom by the Financial Services Authority, is acting exclusively forTelefonica and no one else in connection with the matters described in thisannouncement and is not advising any other person and accordingly will not beresponsible to any person other than Telefonica for providing the protectionsafforded to clients of Citigroup Global Markets Limited or for providing advicein relation to the matters described in this announcement. This announcement does not constitute, or form part of, any offer for, or anysolicitation of any offer for, securities. Any acceptance or other response tothe Offer should be made only on the basis of information referred to in theOffer Document. The availability of the Offer to persons who are not resident in the UnitedKingdom may be affected by the laws of their relevant jurisdiction. Suchpersons should inform themselves of, and observe, any applicable legal orregulatory requirements of their jurisdiction. Further details in relation toOverseas Shareholders are contained in the Offer Document. Unless otherwise determined by Telefonica, the Offer is not being, and will notbe, made, directly or indirectly, in or into or by the use of the mails of, orby any means or instrumentality (including, without limitation, telephonicallyor electronically) of interstate or foreign commerce of, or through anyfacilities of a national securities exchange of, the United States, Canada,Australia or Japan or any other jurisdiction if to do so would constitute aviolation of the relevant laws of such jurisdiction, and the Offer should not beaccepted by any such use, means, instrumentality or facilities or from or withinthe United States, Canada, Australia or Japan or any such other jurisdiction.Accordingly, copies of this announcement are not being, and must not be mailedor otherwise forwarded, distributed or sent in, into or from the United States,Canada, Australia or Japan and all persons receiving this announcement(including nominees, trustees and custodians) must not mail or otherwiseforward, distribute or send it in, into or from the United States, Canada,Australia or Japan. Doing so may render invalid any purported acceptance of theOffer. Notwithstanding the foregoing, Telefonica will retain the right topermit the Offer to be accepted and any sale of securities pursuant to the Offerto be completed if, in its sole discretion, it is satisfied that the transactionin question can be undertaken in compliance with applicable law and regulation.The Loan Notes will not be made available to O2 Shareholders in the UnitedStates, Canada, Australia or Japan or any other jurisdiction in respect of whichthe issue of Loan Notes would be unlawful. This information is provided by RNS The company news service from the London Stock Exchange