TDE.L Regulatory News (TDE)

3 Jan 2006 07:41

Telefonica SA03 January 2006 Not for release, publication or distribution in or into the United States, Canada, Australia or Japan 3 January 2006 RECOMMENDED CASH OFFER BY GOLDMAN SACHS INTERNATIONAL AND CITIGROUP GLOBAL MARKETS LIMITED ON BEHALF OF TELEFONICA, S.A. FOR O2 PLC Offer Declared Unconditional as to Acceptances Telefonica announces that as at 12 noon (London time) on 2 January 2006 validacceptances had been received in respect of a total of 5,501,443,814 O2 Shares,representing approximately 62.72 per cent. of O2's issued share capital. (Ofthese valid acceptances, valid elections for the Loan Note Alternative had beenreceived in respect of a total of 79,181,421 O2 Shares, representingapproximately 0.9 per cent. of O2's issued share capital.) None of theseacceptances were received from persons acting in concert with Telefonica. TheOffer has been declared unconditional as to acceptances. The Offer remains openfor acceptance until the next closing date which is hereby extended from 1.00p.m. (London time) on 12 January 2006 to 1.00 p.m. (London time) on 20 January2006. The Offer remains subject to the conditions set out in paragraphs 2 to 11 ofPart A of Appendix I to the Offer Document. 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 435,606,107 O2 Shares representingapproximately 4.97 per cent. of O2's issued share capital. Prior to making theOffer, Casiopea Reaseguradora, S.A., a wholly-owned subsidiary of Telefonica anddeemed to be acting in concert with Telefonica, held 14,422 O2 Shares,representing 0.0002 per cent. of O2's issued share capital (which are notincluded in the paragraph below). Accordingly, as at 12 noon (London time) on 2 January 2006, Telefonica and itswholly-owned subsidiaries owned or had received valid acceptances in respect ofa total of 5,937,049,921 O2 Shares, representing approximately 67.69 per cent.of O2's issued share capital. As disclosed in the Offer Document, Goldman, Sachs & Co, which is deemed to beacting in concert with Telefonica, held 40,006 O2 Shares, representing 0.0005per cent. of O2's issued share capital. As at the date of this announcement,Goldman, Sachs & Co continues to hold 6 of these O2 Shares.(1) As announced on 13 December 2005 the European Commission's review process of theproposed Telefonica/O2 combination under the EC Merger Regulation is ongoing andthe provisional deadline for Phase 1 clearance is 10 January 2006. Telefonicastill expects that the Offer will be declared wholly unconditional in January2006. O2 Shareholders who have not yet accepted the Offer and who hold O2 Shares incertificated form are urged to complete, sign and return the Form of Acceptanceas soon as possible and, in any event, so as to be received by Lloyds TSBRegistrars by no later than 1.00 p.m. (London time) on 20 January 2006. If you hold O2 Shares in uncertificated form (that is, in CREST), you are urgedto accept the Offer by TTE instructions as soon as possible and, in any event,so as to be settled by no later than 1.00 p.m. on 20 January 2006. If you holdO2 Shares as a CREST sponsored member, you should refer to your CREST sponsor asonly your CREST sponsor will be able to send the necessary TTE instruction toCREST. If you are an O2 Easyshare Shareholder, you are urged to instruct O2 EasyshareNomineeCo to accept the Offer on your behalf by completing, signing andreturning the Form of Instruction as soon as possible and, in any event, so asto be received by Lloyds TSB Registrars at The Causeway, Worthing, West SussexBN99 6DA no later than 1.00 p.m. on 20 January 2006. 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") shall have the same meanings in this announcement. 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 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. -------------------------- (1) As a result of a change in investment mandate relating to the accountrelating to the remaining 40,000 O2 Shares, Goldman, Sachs & Co no longerexercises discretion over that holding. This information is provided by RNS The company news service from the London Stock Exchange