TDE.L Regulatory News (TDE)

15 Jul 2005 18:27

Telefonica SA15 July 2005 Further to the Significant Event released on July 11th, 2005, Telefonica, S.A.and Terra Networks, S.A., as provided in article 82 of the Spanish Stock MarketAct (Ley del Mercado de Valores), hereby report the following SIGNIFICANT EVENT 1.- Last day of trading for Terra Networks shares and ADSs. As indicated by the Significant Event registered on July 11th 2005, it isexpected that the Deed of the Merger by Absorption of Terra Networks, S.A.(Terra Networks) by Telefonica, S.A. (Telefonica) will be recorded with theCommercial Registry of Madrid tomorrow, July 16th, 2005, and accordingly today,Friday, July 15 th, 2005, will be the last day of trading for shares of TerraNetworks on the Spanish stock exchanges and of Terra Networks AmericanDepositary Shares on the Nasdaq National Market in the United States. 2.- Expected exchange date for Terra Networks shares and ADSs. In accordance with the above, it is expected that on Monday, July 18, 2005,holders of Terra Networks shares that are beneficiaries of the exchange willreceive the Telefonica shares delivered in the exchange, after the execution byIBERCLEAR of the settlements that are customary in these types of transactions.Furthermore, as far as US securities markets are concerned, it is also expectedthat beginning on Monday, July 18, 2005, holders of Terra Networks ADSs that arebeneficiaries of the exchange will receive the Telefonica ADSs delivered in theexchange. 3.- Acquisition Price of the odd-lots in Terra Networks shares or ADSs. According to the procedure agreed by Telefonica and Terra Networks in order tofacilitate the exchange by Terra Networks shareholders who hold of a number ofTerra Networks shares that is not a multiple of nine (9), we hereby inform thatthe acquisition price of the odd-lots, determined based on the arithmetic meanof the average weighted trading prices of Terra Networks shares on the AutomatedQuotation System (Sistema de Interconexion Bursatil) (Continuous Market) for thelast three trading sessions for Terra Networks stock (July13th, 14th and 15th,2005), as stated in the resolution passed by the respective GeneralShareholders' Meetings, is 3.03 euros per share. Regarding the exchange of ADSs, fractional entitlements to Telefonica ADSs willbe aggregated and the corresponding Telefonica ADSs will be sold on the New YorkStock Exchange on or about July 22, 2005. Proceeds of the sale of suchTelefonica ADSs will be delivered to the surrendering holders of Terra NetworksADSs beginning on or about July 28, 2005. Madrid, July 15 th 2005 This information is provided by RNS The company news service from the London Stock Exchange