TIDM82HR
RNS Number : 9852A
Telefonica Europe B.V.
27 January 2020
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR
RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS
(INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN
SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF
THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (the "United
States") OR TO ANY U.S. PERSON (AS DEFINED BELOW) OR INTO ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS
ANNOUNCEMENT.
27 January 2020
TELEFÓNICA EUROPE B.V. ANNOUNCES TER OFFERS TO PURCHASE NOTES
FOR CASH
Telefónica Europe B.V. (the "Issuer") has today launched
separate invitations to holders of its outstanding (i) GBP
600,000,000 Undated 7 Year Non-Call Deeply Subordinated Guaranteed
Fixed Rate Reset Securities and (ii) EUR 625,000,000 Undated 8 Year
Non-Call Deeply Subordinated Guaranteed Fixed Rate Reset Securities
(each a "Series" and together the "Notes") irrevocably guaranteed
by Telefónica, S.A. (the "Guarantor"), to tender such Notes for
purchase by the Issuer for cash (each such invitation an "Offer"
and together the "Offers"). The Offers are being made on the terms
and subject to the conditions contained in the tender offer
memorandum dated 27 January 2020 (the "Tender Offer Memorandum")
and are subject to the offer restrictions set out below and as more
fully described in the Tender Offer Memorandum.
Copies of the Tender Offer Memorandum are (subject to offer
restrictions) available from the Tender Agent as set out below.
Capitalised terms used and not otherwise defined in this
announcement have the meanings given in the Tender Offer
Memorandum.
Summary of the Offers
Aggregate
Description of Principal Amount Amount subject to
Notes ISIN First Reset Date Outstanding Purchase Price the Offer
------------------- ------------- ----------------- ------------------- -------------------- --------------------
GBP 600,000,000 XS0997326441 26/11/2020 GBP 171,500,000 GBP 104,571 per Any and all
Undated 7 Year (28.58% of the GBP 100,000
Non-Call Deeply original nominal)
Subordinated
Guaranteed Fixed
Rate Reset
Securities
(the "GBP Notes")
Current Coupon:
6.75%
EUR 625,000,000 XS0972588643 18/9/2021 EUR 292,700,000 EUR 112,313 per EUR Any and all
Undated 8 Year (46.83% of the 100,000
Non-Call Deeply original nominal)
Subordinated
Guaranteed Fixed
Rate Reset
Securities
(the "EUR Notes")
Current Coupon:
7.625%
THE OFFERS COMMENCE ON 27 JANUARY 2020 AND WILL EXPIRE AT 17:00
CET ON 3 FEBRUARY 2020 (THE "EXPIRATION DEADLINE"), UNLESS EXTED,
RE-OPENED, WITHDRAWN OR TERMINATED AT THE SOLE DISCRETION OF THE
ISSUER. DETAILS OF ANY SUCH EXTENSION, RE-OPENING, WITHDRAWAL OR
TERMINATION WILL BE NOTIFIED TO NOTEHOLDERS AS SOON AS REASONABLY
PRACTICABLE AFTER SUCH DECISION. TER INSTRUCTIONS, ONCE SUBMITTED,
MAY NOT BE WITHDRAWN EXCEPT IN THE LIMITED CIRCUMSTANCES OUTLINED
IN THE TER OFFER MEMORANDUM.
Custodians, Direct Participants and Clearing Systems will have
deadlines for receiving instructions prior to the Expiration
Deadline and holders should contact the intermediary through which
they hold their Notes as soon as possible to ensure proper and
timely delivery of instructions.
Purpose of the Offers
The purpose of the Offers is, amongst other things, to
proactively manage the Issuer's layer of hybrid capital. The Offers
also provide Noteholders with the opportunity to switch into the
New Notes ahead of upcoming first call dates.
New Financing Condition
The Issuer announced on 27 January 2020 its intention to issue
new EUR denominated Undated 7.25 Year Non-Call Deeply Subordinated
Guaranteed Fixed Rate Reset Securities guaranteed by the Guarantor
(the "New Notes"). Whether the Issuer will accept for purchase any
Notes validly tendered in the Offers is subject, without
limitation, to the settlement of the issue of the New Notes (the
"New Financing Condition").
New Notes Priority
A Noteholder that wishes to subscribe for New Notes in addition
to tendering Notes for purchase pursuant to the Offers may, at the
sole and absolute discretion of the Issuer, receive priority (the
"New Notes Priority") in the allocation of the New Notes, subject
to the issue of the New Notes and such Noteholder making a separate
application for the purchase of such New Notes to one of the Dealer
Managers (in their capacity as Joint Lead Managers (as defined in
the Tender Offer Memorandum) of the issue of the New Notes) in
accordance with the standard new issue procedures of such Joint
Lead Manager.
Purchase Price
Subject to the applicable Minimum Denomination in respect of the
relevant Series of Notes, the price payable per GBP 100,000 or EUR
100,000 (as applicable) in principal amount of the Notes (the
"Purchase Price") will be (a) in respect of the GBP Notes, GBP
104,571 per GBP 100,000 and (b) in respect of the EUR Notes, EUR
112,313 per EUR 100,000. In respect of any Notes accepted for
purchase, the Issuer will also pay an amount equal to any accrued
and unpaid interest on the relevant Notes from, and including, the
relevant interest payment date for the Notes immediately preceding
the Settlement Date up to, but excluding, the Settlement Date,
which is expected to be no later than 6 February 2020.
Notes repurchased by the Issuer pursuant to the Offer may be
cancelled. Notes which have not been validly tendered and accepted
for purchase pursuant to the Offers will remain outstanding after
the Settlement Date.
Accrued Interest Payment
The Issuer will pay accrued and unpaid interest in respect of
all Notes validly tendered and delivered and accepted for purchase
by the Issuer pursuant to the Offers, from and including the
interest payment date for the relevant Series of Notes immediately
preceding the Settlement Date to but excluding the Settlement
Date.
Amount subject to the Offer
The Issuer proposes to accept any and all of the Notes for
purchase on the terms and conditions contained in the Tender Offer
Memorandum.
Redemption under Issuer Call Right
Under the Conditions of the Notes, in the event that the Issuer,
the Guarantor, or any subsidiaries of the Guarantor, have purchased
and cancelled at least 80 per cent. of the original aggregate
principal amount of the Notes in accordance with the Conditions,
the Issuer intends to redeem the remaining Notes (in whole but not
in part) at their principal amount plus any interest accrued to,
but excluding, the relevant day on which the Notes become due for
redemption in accordance with the Conditions and any Arrears of
Interest (as defined in the Conditions) at any time upon giving not
less than 30 and not more than 60 days' irrevocable notice of
redemption to the Noteholders.
Prior to the launch of the Offers, approximately (a) 53.17 per
cent. of the original principal amount of the EUR Notes and (b)
71.42 per cent. of the original principal amount of the GBP Notes,
have been purchased by the Issuer and/or the Guarantor. No
assurance can be given that the relevant threshold will or will not
be met following completion of the relevant Offer and there can be
no assurance, in the event that it is met, as to whether or when
the Issuer will choose to exercise its option to redeem one or more
Series of Notes.
Amendment and Termination
The Issuer reserves the right, in its sole and absolute
discretion, to extend, re-open, withdraw or terminate the Offers
and to amend or waive any of the terms and conditions of the Offers
at any time following the announcement of the Offers, as described
in the Tender Offer Memorandum.
Summary of Action to be Taken
To tender Notes in an Offer, a holder of Notes should deliver,
or arrange to have delivered on its behalf, via the relevant
Clearing System and in accordance with the requirements of such
Clearing System, a valid Tender Instruction that is received in
each case by the Tender Agent by the Expiration Deadline.
Tender Instructions must be submitted in respect of a principal
amount of Notes of no less than the applicable Minimum
Denomination.
Noteholders are advised to check with any bank, securities
broker or other intermediary through which they hold Notes when
such intermediary would require to receive instructions from a
Noteholder in order for that Noteholder to be able to participate
in, or (in the limited circumstances in which revocation is
permitted) revoke their instruction to participate in, the Offers
before the deadlines specified in the Tender Offer Memorandum. The
deadlines set by any such intermediary and each Clearing System for
the submission of Tender Instructions will be earlier than the
relevant deadlines specified in the Tender Offer Memorandum.
Further Information
Any questions or requests for assistance in connection with (i)
the Offers, may be directed to the Dealer Managers, and (ii) the
delivery of Tender Instructions or requests for additional copies
of the Tender Offer Memorandum or related documents, which may be
obtained free of charge, may be directed to the Tender Agent, the
contact details for each of which are provided on the back cover of
this announcement.
Before making a decision with respect to the Offers, Noteholders
should carefully consider all of the information in the Tender
Offer Memorandum.
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE
MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU)
596/2014 ("MAR").
FOR THE PURPOSES OF MAR AND ARTICLE 2 OF COMMISSION IMPLEMENTING
REGULATION (EU) 2016/1055, THIS ANNOUNCEMENT IS MADE BY CARLOS
DAVID MAROTO SOBRADO AND MARIA CHRISTINA VAN DER SLUIJS - PLANTZ,
DIRECTORS OF TELEFÓNICA EUROPE B.V.
Indicative Timetable
Number of Business Days from and
Date including Launch Action
-------------------------------------- -------------------------------------- --------------------------------------
27 January 2020 1 Commencement of the Offers
Offers announced by way of
announcements on the relevant
Notifying News Service(s), through
the Clearing Systems and via the
website of Euronext Dublin.
Tender Offer Memorandum available
from the Tender Agent.
On or before the Expiration Deadline Pricing of the New Notes
17:00 CET on 3 February 2020 6 Expiration Deadline
Deadline for receipt by the Tender
Agent of all Tender Instructions in
order for Noteholders
to be able to participate in the
Offers.
At or around 10:00 CET on 4 February 7 Announcement of Result of Offers
2020 Announcement of the Issuer's decision
whether to accept valid tenders of
Notes for purchase
pursuant to any or all of the Offers
subject only to the satisfaction of
the New Financing
Condition and, if so accepted,
details of the final aggregate
principal amount of the Notes
of each Series tendered pursuant to
the Offers distributed by way of
announcements on the
relevant Notifying News Service(s),
through the Clearing Systems and via
the website of Euronext
Dublin.
Expected to be on 6 February 2020 9 Settlement
Subject to satisfaction of the New
Financing Condition, expected
Settlement Date for the Offers.
Payment of Purchase Consideration and
Accrued Interest Payment in respect
of the Offers.
Unless stated otherwise, announcements in connection with the
Offers will be made via the website of Euronext Dublin. Such
announcements may also be made by (i) the issue of a press release
to a Notifying News Service and (ii) the delivery of notices to the
Clearing Systems for communication to Direct Participants. Copies
of all such announcements, press releases and notices can also be
obtained from the Tender Agent, the contact details for whom are on
the last page of this announcement. Significant delays may be
experienced where notices are delivered to the Clearing Systems and
Noteholders are urged to contact the Tender Agent for the relevant
announcements relating to the Offers.
Offer and Distribution Restrictions
United States
The Offers are not being made and will not be made, directly or
indirectly, in or into, or by use of the mails of, or by any means
or instrumentality of interstate or foreign commerce of, or of any
facilities of a national securities exchange of, the United States
or to any U.S. Person (as defined in Regulation S of the United
States Securities Act of 1933, as amended (each a "U.S. Person")).
This includes, but is not limited to, facsimile transmission,
electronic mail, telex, telephone, the internet and other forms of
electronic communication. Accordingly, copies of the Tender Offer
Memorandum or this announcement and any other documents or
materials relating to the Offers are not being, and must not be,
directly or indirectly, mailed or otherwise transmitted,
distributed or forwarded (including, without limitation, by
custodians, nominees or trustees) in or into the United States or
to a U.S. Person and the Notes cannot be tendered in the Offers by
any such use, means, instrumentality or facility or from or within
or by persons located or resident in the United States or by any
U.S. Person. Any purported tender of Notes in the Offers resulting
directly or indirectly from a violation of these restrictions will
be invalid and any purported tender of Notes made by a person
located in the United States or to a U.S. Person, by any person
acting for the account or benefit of a U.S. Person, or by any
agent, fiduciary or other intermediary acting on a
non-discretionary basis for a principal giving instructions from
within the United States or for a U.S. Person will be invalid and
will not be accepted.
Each holder of Notes participating in an Offer will represent
that it is not a U.S. Person located in the United States and is
not participating in such Offer from the United States, or it is
acting on a non-discretionary basis for a principal located outside
the United States that is not giving an order to participate in
such Offer from the United States and who is not a U.S. Person. For
the purposes of this and the above paragraph, "United States" means
the United States of America, its territories and possessions
(including Puerto Rico, the U.S. Virgin Islands, Guam, American
Samoa, Wake Island and the Northern Mariana Islands), any state of
the United States of America and the District of Columbia.
United Kingdom
The communication of the Tender Offer Memorandum, this
announcement and any other documents or materials relating to the
Offers is not being made, and such documents and/or materials have
not been approved, by an authorised person for the purposes of
section 21 of the Financial Services and Markets Act 2000.
Accordingly, such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in
the United Kingdom. The communication of such documents and/or
materials as a financial promotion is only being made to those
persons in the United Kingdom falling within the definition of
investment professionals (as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "Financial Promotion Order")) or persons who are within
Article 43(2) of the Financial Promotion Order or any other persons
to whom it may otherwise lawfully be made under the Financial
Promotion Order.
France
The Offers are not being made, directly or indirectly, in the
Republic of France ("France") other than to qualified investors
(investisseurs qualifiés) as defined in Article L.411-2 1deg of the
French Code monétaire et financier. None of the Tender Offer
Memorandum, this announcement or any other documents or materials
relating to the Offers have been or shall be distributed in France
other than to qualified investors (investisseurs qualifiés) and
only qualified investors (investisseurs qualifiés) are eligible to
participate in the Offers. The Tender Offer Memorandum, this
announcement and any other document or material relating to the
Offers have not been and will not be submitted for clearance to nor
approved by the Autorité des marchés financiers.
Italy
None of the Offers, the Tender Offer Memorandum, this
announcement or any other documents or materials relating to the
Offers have been or will be submitted to the clearance procedure of
the Commissione Nazionale per le Società e la Borsa ("CONSOB").
The Offers are being carried out in the Republic of Italy as
exempted offers pursuant to article 101-bis, paragraph 3-bis of the
Legislative Decree No. 58 of 24 February 1998, as amended (the
"Financial Services Act") and article 35-bis, paragraph 4 of CONSOB
Regulation No. 11971 of 14 May 1999 (the "Issuers'
Regulation").
Noteholders, or beneficial owners of the Notes, can tender some
or all of their Notes pursuant to the Offers through authorised
persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in Italy in
accordance with the Financial Services Act, CONSOB Regulation No.
20307 of 15 February 2018, as amended from time to time, and
Legislative Decree No. 385 of September 1, 1993, as amended) and in
compliance with applicable laws and regulations or with
requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and
regulations concerning information duties vis-à-vis its clients in
connection with the Notes or the Offers.
Spain
None of the Offers, the Tender Offer Memorandum or this
announcement constitute an offer of securities to the public in
Spain under Regulation (EU) 2017/1129 or a tender offer in Spain
under the restated text of the Spanish Securities Market Act
approved by Royal Legislative Decree 4/2015, of 23 October, and
under Royal Decree 1066/2007, of 27 July, all of them as amended,
and any regulation issued thereunder.
Accordingly, the Tender Offer Memorandum and this announcement
have not been and will not be submitted for approval or approved by
the Spanish Securities Market Commission (Comisión Nacional del
Mercado de Valores).
General
None of the Tender Offer Memorandum, this announcement or the
electronic transmission thereof constitutes an offer to buy or the
solicitation of an offer to sell Notes (and tenders of Notes for
purchase pursuant to the Offers will not be accepted from
Noteholders) in any circumstances in which such offer or
solicitation is unlawful. In those jurisdictions where the
securities, blue sky or other laws require an Offer to be made by a
licensed broker or dealer and the Dealer Managers or any of its
affiliates is such a licensed broker or dealer in any such
jurisdiction, such Offer shall be deemed to be made by the Dealer
Managers or such affiliate, as the case may be, on behalf of the
Issuer in such jurisdiction.
In addition to the representations referred to above in respect
of the United States, each Noteholder participating in an Offer
will be deemed to give certain other representations as set out in
"Procedures for Participating in the Offers". Any tender of Notes
for purchase pursuant to the Offers from a Noteholder that is
unable to make these representations may not be accepted.
Each of the Issuer, the Guarantor, the Dealer Managers and the
Tender Agent reserves the right, in its sole and absolute
discretion, to investigate, in relation to any tender of Notes for
purchase pursuant to an Offer whether any such representation given
by a Noteholder is correct and, if such investigation is undertaken
and as a result the Issuer determines (for any reason) that such
representation is not correct, such tender or submission may be
rejected.
DEALER MANAGERS Banco Bilbao Vizcaya Argentaria, S.A. BNP Paribas
44th Floor, One Canada Square 10 Harewood Avenue
London E14 5AA London NW1 6AA
United Kingdom United Kingdom
Telephone: +44 20 7595 8668
Telephone: +44 20 7648 7516 Attention: Liability Management Group
Attention: Liability Management Email: liability.management@bnpparibas.com
Email: liabilitymanagement@bbva.com
NatWest Markets N.V.
Claude Debussylaan 94
1082 MD Amsterdam
The Netherlands
Telephone: +44 20 7085 6124
Attention: Liability Management
Email: liabilitymanagement@natwestmarkets.com
THE TENDER AGENT
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Telephone: + 44 20 7704 0880
Attention: Thomas Choquet
Email: telefonica@lucid-is.com
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
TENEAPFXADKEEEA
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January 27, 2020 03:38 ET (08:38 GMT)
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