TDE.L Regulatory News (TDE)

21 Nov 2005 07:56

Telefonica SA21 November 2005 Not for release, publication or distribution in or into the United States, Canada, Australia or Japan 21 November, 2005FOR IMMEDIATE RELEASE RECOMMENDED CASH OFFER BY GOLDMAN SACHS INTERNATIONAL AND CITIGROUP GLOBAL MARKETS LIMITED ON BEHALF OF TELEFONICA, S.A. FOR O2 PLC Posting of Offer Documentation Further to the announcement made on 31 October 2005, Telefonica announces thatthe document (the "Offer Document") containing the full terms and conditions ofthe Offer being made by Goldman Sachs International and Citigroup Global MarketsLimited on behalf of Telefonica is being posted to O2 Shareholders today,together with the Form of Acceptance and in the case of O2 EasyshareShareholders together with the Form of Instruction. If you hold O2 Shares in certificated form, to accept the Offer, the Form ofAcceptance should be completed, signed and returned as soon as possible and, inany event, so as to be received by Lloyds TSB Registrars by no later than 1.00p.m. (London time) on 12 December 2005. If you hold O2 Shares in uncertificated form (that is, in CREST), to accept theOffer, an Electronic Acceptance should be sent through CREST so that the TTEinstruction settles as soon as possible and, in any event, by no later than 1.00p.m. (London time) on 12 December 2005. If you hold O2 Shares as a CRESTsponsored member, you should refer to your CREST sponsor as only your CRESTsponsor will be able to send the necessary TTE instruction to CREST. Terms defined in the Offer Document shall have the same meanings in thisannouncement. The Offer Document will be available on Telefonica's website, www.telefonica.es 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. This information is provided by RNS The company news service from the London Stock Exchange