REG - Telefonica SA - TEF-Result of Tender Offer Debt

Telefonica SAAnnouncement

20/05/2020 12:35

RNS Number : 5077N
  
Telefonica SA
  
20 May 2020
  
 

 
TELEFÓNICA, S.A., in compliance with the Securities Market legislation, hereby communicates the following
OTHER RELEVANT INFORMATION
Further to the communication made on 13 May 2020, Telefónica Emisiones, S.A.U. (the "Issuer") announces the final results of the invitations to holders to tender for purchase by the Issuer for cash (each such invitation an "Offer" and together the "Offers") of the following notes:
(i)            EUR 1,000,000,000 3.961 per cent. Instruments due March 2021 (the "March 2021 Instruments"),
(ii)           EUR 1,000,000,000 1.477 per cent. Instruments due September 2021 (the "September 2021 Instruments"),
(iii)          EUR 1,400,000,000 0.750 per cent. Instruments due April 2022 (the "April 2022 Instruments"),
(iv)          EUR 1,250,000,000 2.242 per cent. Instruments due May 2022 (the "May 2022 Instruments"),
(each a "Series" and together the "Instruments") irrevocably guaranteed by Telefónica, S.A. (the "Guarantor").
The Offers were made on the terms and subject to the conditions contained in the tender offer memorandum dated 13 May 2020 (the "Tender Offer Memorandum") and are subject to the offer restrictions more fully described in the Tender Offer Memorandum.
The Issuer will (subject to satisfaction or waiver of the New Financing Condition described in the above mentioned regulatory announcement communication) accept validly tendered Instruments pursuant to the Offers for purchase in cash in an aggregate principal amount of EUR 894,000,000 of which (i) an amount of EUR 127,800,000 in principal amount relates to the March 2021 Instruments, (ii) an amount of EUR 241,300,000 in principal amount relates to the September 2021 Instruments, (iii) an amount of EUR 290,000,000 in principal amount relates to the April 2022 Instruments and (iv) an amount of EUR 234,900,000 in principal amount relates to the May 2022 Instruments. 
The final results of the Offers are as follow:  





Description of Instruments




ISIN




Aggregate Principal Amount Outstanding




Fixed Purchase Yield




Purchase Price*




Aggregate Principal Amount Tendered




Series Acceptance Amount




Pro-ration factor





EUR 1,000,000,000 3.961 per cent. Instruments due March 2021


XS0907289978


EUR 1,000,000,000


0.25 per cent.


EUR 103,124 (103.124 per cent. of principal)


EUR 127,800,000


EUR 127,800,000


Not Applicable




EUR 1,000,000,000 1.477 per cent. Instruments due September 2021


XS1290729208


EUR 1,000,000,000


0.35 per cent.


EUR 101,475 (101.475 per cent. of principal)


EUR 241,300,000


EUR 241,300,000


Not Applicable




EUR 1,400,000,000 0.750 per cent. Instruments due April 2022


XS1394777665


EUR 1,400,000,000


0.45 per cent.


EUR 100,564 (100.564 per cent. of principal)


EUR 290,000,000


EUR 290,000,000


Not Applicable




EUR 1,250,000,000 2.242 per cent. Instruments due May 2022


XS1069430368


EUR 1,250,000,000


0.45 per cent.


EUR 103,584 (103.584 per cent. of principal)


EUR 234,900,000


EUR 234,900,000


Not Applicable




* Shown per EUR 100,000 in principal amount of the relevant Instruments.
The Offers remain subject to the conditions and restrictions set out in the Tender Offer Memorandum.
Whether the Issuer will purchase any Instruments validly tendered in the Offers is subject, without limitation, to the satisfaction of the New Financing Condition. Subject to the satisfaction (or waiver) of the New Financing Condition, the expected settlement date of the Offers is 22 May 2020.
All Instruments repurchased pursuant to the Offers will be cancelled.
 
Madrid, 20 May 2020
 
None of the Offers, the Tender Offer Memorandum or this announcement constitute an offer of securities to the public under Regulation (EU) 2017/1129 of the European Parliament and of the Council or a tender offer in Spain under 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, neither the Tender Offer Memorandum nor this announcement has been and will not be submitted for approval nor approved by the Spanish Securities Market Regulator (Comisión Nacional del Mercado de Valores). 
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 or into any other jurisdiction where it is unlawful to distribute this announcement.


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