TDE.L Regulatory News (TDE)

25 Jan 2006 07:00

Telefonica SA24 January 2006 For immediate release Not for release, publication or distribution in or into the United States,Canada, Australia or Japan 24 January 2006 RECOMMENDED CASH OFFER BY GOLDMAN SACHS INTERNATIONAL AND CITIGROUP GLOBAL MARKETS LIMITED ON BEHALF OF TELEFONICA, S.A. FOR O2 PLC Level of Acceptances Further to Telefonica's announcement on 23 January 2006 declaring the Offerunconditional in all respects, Telefonica announces that as at 5.00 p.m. (Londontime) on 24 January 2006 valid acceptances have been received in respect of atotal of 6,899,044,466 O2 Shares, representing approximately 78.64 per cent. ofO2's issued share capital. (Of these valid acceptances, valid elections for theLoan Note Alternative had been received in respect of a total of 84,734,686 O2Shares, representing approximately 0.96 per cent. of O2's issued share capital.) None of these acceptances were received from persons acting in concert withTelefonica. On 31 October 2005 Telefonica announced that it had received irrevocableundertakings to accept the Offer in respect of a total of 2,820,701 O2 Shares,representing approximately 0.032 per cent. of O2's issued share capital. On 13December 2005 Telefonica announced that valid acceptances have been received inrespect of all of these O2 Shares. As a result of purchases, Telefonica holds 747,606,107 O2 Shares representingapproximately 8.52 per cent. of O2's issued share capital. Settlement of thepurchase of 312,000,000 O2 Shares included in this figure has yet to occur.Prior to the Offer being made, Casiopea Reaseguradora, S.A., a wholly-ownedsubsidiary of Telefonica and deemed to be acting in concert with Telefonica,held 14,422 O2 Shares, representing 0.0002 per cent. of O2's issued sharecapital (which are not included in the paragraph below). Accordingly, as at 5.00 p.m. (London time) on 24 January 2006, Telefonica andits wholly-owned subsidiaries owned (including the purchase of the 312,000,000O2 Shares referred to above, settlement of which has yet to occur) or hadreceived valid acceptances in respect of a total of 7,646,650,573 O2 Shares,representing approximately 87.16 per cent. of O2's issued share capital. Acceptance of the Offer O2 Shareholders who wish to accept the Offer and who have not already done soshould: 1. in respect of O2 Shares in certificated form, complete, sign and return the Form of Acceptance, in accordance with the instructions set out in the Offer Document and in the Form of Acceptance, so as to be received by Lloyds TSB Registrars (at Princess House, 1 Suffolk Lane, London EC4R 0AX) as soon as possible; 2. in respect of O2 Shares in uncertificated form (that is, in CREST), accept electronically through CREST, in accordance with the instructions set out in the Offer Document, so that the TTE instruction settles as soon as possible. O2 Shareholders holding O2 Shares as a CREST sponsored member should refer to their CREST sponsor as only the CREST sponsor will be able to send the necessary TTE instruction to CREST; and 3. in respect of holdings through the O2 Easyshare service, instruct O2 Easyshare NomineeCo to accept the Offer on their behalf, by completing, signing and returning the Form of Instruction, in accordance with the instructions set out in the Offer Document and in the Form of Instruction, so as to be received by Lloyds TSB Registrars (at The Causeway, Worthing, West Sussex BN99 6DA) as soon as possible. Offer Document Copies of the Offer Document are available from Lloyds TSB Registrars atPrincess House, 1 Suffolk Lane, London EC4R 0AX. Terms defined in the offer document dated 21 November 2005 (the "Offer Document"for the purposes of this announcement) shall have the same meanings in thisannouncement. - 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 4700 Investor Relations Office Citigroup Global Markets Limited - London Tel: +44 (0)20 7986 4000 Mark Simonian William Kennish Matthew Smith Citigroup Global Markets Limited - Madrid Tel: +34 91 538 4080 Ignacio Gutierrez Orrantia Goldman Sachs International - London Tel: +44 (0)20 7774 1000 Luca Ferrari Phil Raper (Corporate Broking) Goldman Sachs International - Madrid Tel: +34 91 700 6000 David Jimenez-Blanco Juande Gomez-Villalba Hudson Sandler Tel: +44 (0)20 7796 4133 Andrew Hayes Fax: +44 (0)20 7796 3480 Sandrine 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