REG - Telefonica Emisiones - Launch of Tender Offer

Telefonica SAAnnouncement

13/05/2020 09:40

RNS Number : 7583M
  
Telefonica Emisiones S.A.U.
  
13 May 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.
13 May 2020
TELEFÓNICA EMISIONES, S.A.U. ANNOUNCES TENDER OFFERS TO PURCHASE ITS DEBT INSTRUMENTS FOR CASH 
 
Telefónica Emisiones, S.A.U. (the "Issuer") has today launched separate invitations to holders of its outstanding (i) EUR 1,000,000,000 3.961 per cent. Instruments due March 2021 (ISIN: XS0907289978), (ii) EUR 1,000,000,000 1.477 per cent. Instruments due September 2021 (ISIN: XS1290729208), (iii) EUR 1,400,000,000 0.75 per cent. Instruments due April 2022 (ISIN: XS1394777665) and/or (iv) EUR 1,250,000,000 2.242 per cent. Instruments due May 2022 (ISIN: XS1069430368) (each a "Series" and together the "Instruments") irrevocably guaranteed by Telefónica, S.A. (the "Guarantor"), to tender such Instruments 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 13 May 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





Description of Instruments




ISIN




Aggregate Principal Amount Outstanding




Fixed Purchase Yield




Expected Purchase Price*




Maximum Acceptance Amount**







EUR 1,000,000,000 3.961 per cent. Instruments due March 2021 (the "March 2021 Instruments")


XS0907289978


EUR 1,000,000,000


 0.25 per

cent.


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


The total aggregate principal amount of the Instruments accepted for purchase pursuant to the Offers will not exceed the aggregate principal amount of New Instruments (as defined herein). The amount in respect of each Series shall be determined by the Issuer in its sole discretion.




EUR 1,000,000,000 1.477 per cent. Instruments due September 2021 (the "September 2021 Instruments")


XS1290729208


EUR 1,000,000,000


0.35 per

cent.


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




EUR 1,400,000,000 0.75 per cent. Instruments due April 2022 (the "April 2022 Instruments")


XS1394777665


EUR 1,400,000,000


0.45 per

cent.


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




EUR 1,250,000,000 2.242 per cent. Instruments due May 2022 (the "May 2022 Instruments")


XS1069430368


EUR 1,250,000,000


0.45 per

cent.


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




* For information purposes only, the expected Purchase Price in respect of the Instruments is shown per EUR 100,000 in principal amount of the relevant Instruments determined in the manner described in the Tender Offer Memorandum on the basis of a Settlement Date of 22 May 2020. Should the Settlement Date in respect of the Instruments accepted for purchase differ from 22 May 2020, the Purchase Price will be recalculated, all as further described in the Tender Offer Memorandum.
 




** The Issuer reserves the right, in its sole and absolute discretion and for any reason, to significantly increase or decrease the Maximum Acceptance Amount and/or to accept significantly less than or more than the Maximum Acceptance Amount for purchase pursuant to the Offers.




THE OFFERS COMMENCE ON 13 MAY 2020 AND WILL EXPIRE AT 17:00 CET ON 19 MAY 2020 (THE "EXPIRATION DEADLINE"), UNLESS EXTENDED, RE-OPENED, WITHDRAWN OR TERMINATED AT THE SOLE DISCRETION OF THE ISSUER. 
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 Instruments 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 senior debt as well as to manage its liquidity in an efficient manner.
Instruments repurchased by the Issuer pursuant to the Offer may be cancelled. Instruments which have not been validly tendered and accepted for purchase pursuant to the Offers will remain outstanding after the Settlement Date.
New Financing Condition 
The Issuer announced on 13 May 2020 its intention to issue new EUR denominated senior, unsecured debt securities under its €40,000,000,000 Programme for the Issuance of Debt Instruments guaranteed by the Guarantor (the "New Instruments"). Whether the Issuer will accept for purchase any Instruments validly tendered in the Offers is subject, without limitation, to the successful completion (in the sole determination of the Issuer) of the issue of the New Instruments (the "New Financing Condition").
New Instruments Priority
A Holder that wishes to subscribe for any New Instruments in addition to tendering Instruments for purchase pursuant to the Offers may, at the sole and absolute discretion of the Issuer, receive priority (the "New Instruments Priority") in the allocation of such New Instruments, subject to the issue of such New Instruments and such Holder making a separate application for the purchase of such New Instruments 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 Instruments) in accordance with the standard new issue procedures of such Joint Lead Manager.
Please refer to the Tender Offer Memorandum for further details. The pricing of the New Instruments is expected to take place prior to the Expiration Deadline and, as such, Holders are advised to contact a Dealer Manager as soon as possible prior to the Expiration Deadline in order to request New Instruments Priority.
Purchase Price
The purchase price payable in respect of the Instruments accepted for purchase (the "Purchase Price") will be expressed as a percentage and will be determined as provided in the Tender Offer Memorandum by reference to the relevant Fixed Purchase Yield. Specifically, the Purchase Price for the Instruments will be expressed as a percentage and will equal (a) the value of all remaining payments of principal and interest on the relevant Series of Instruments up to and including the maturity date for such Series of Instruments, discounted to the Settlement Date at a discount rate equal to the relevant Fixed Purchase Yield, minus (b) Accrued Interest (as defined below) in respect of such Series of Instruments. Each Purchase Price will be rounded to the nearest 0.001 per cent. with 0.0005 per cent. being rounded upwards.
Accrued Interest Payment
In respect of any Instruments accepted for purchase, the Issuer will also pay an amount equal to any accrued and unpaid interest on the relevant Instruments from, and including, the relevant interest payment date for the Instruments immediately preceding the Settlement Date up to, but excluding, the Settlement Date, which is expected to be 22 May 2020.
Maximum Acceptance Amount and Series Acceptance Amounts
The Issuer proposes to accept Instruments for purchase up to a maximum aggregate principal amount equal to the aggregate principal amount of the New Instruments (the "Maximum Acceptance Amount") on the terms and conditions contained in the Tender Offer Memorandum. The Issuer reserves the right, in its sole and absolute discretion and for any reason, to significantly increase or decrease the Maximum Acceptance Amount and/or to accept significantly less than or more than the Maximum Acceptance Amount for purchase pursuant to the Offers.
The Issuer will determine, in its sole discretion, the aggregate principal amount of Instruments of each Series which the Issuer will accept for purchase pursuant to the relevant Offer (each a "Series Acceptance Amount") and reserves the right to accept significantly more or less (or none) of the Instruments of one Series as compared to the other Series of Instruments.
Acceptance of Tender Instructions and pro-ration
Instruments validly submitted for tender may be accepted subject to pro-ration (if any). In the event that the aggregate principal amount of Instruments of a particular Series represented by Tender Instructions is greater than the relevant Series Acceptance Amount, such Tender Instructions will be accepted (subject to the conditions set out in the Tender Offer Memorandum) on a pro rata basis.
Such pro rata allocations will be calculated in relation to the Instruments by multiplying the aggregate principal amount of the Instruments of the relevant Series represented by each Tender Instruction subject to pro-ration by a factor derived from (i) the relevant Series Acceptance Amount divided by (ii) the aggregate principal amount of the Instruments validly tendered in the relevant Offer (subject to adjustment to allow for the aggregate principal amount of Notes accepted for purchase, following the rounding of Tender Instructions as set out below, to equal the relevant Series Acceptance Amount). Each tender of Notes reduced in this manner will be rounded down to the nearest EUR 100,000 in aggregate principal amount, provided that the Issuer may refuse to accept a Tender Instruction where, following pro-ration, the principal amount of Instruments of the relevant Series subject to the Tender Instruction would be less than the applicable Minimum Denomination.
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. Details of any such extension, re-opening, withdrawal or termination will be notified to holders as soon as reasonably practicable after such decision. Tender instructions, once submitted, may not be withdrawn except in the limited circumstances outlined in the Tender Offer Memorandum.
Summary of Action to be Taken
To tender Instruments in an Offer, a holder of Instruments 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 Instruments of no less than the applicable Minimum Denomination.
Holders are advised to check with any bank, securities broker or other intermediary through which they hold Instruments when such intermediary would require to receive instructions from a Holder in order for that Holder 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.
Indicative Timetable





Date




Action





13 May 2020


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 Instruments




17:00 CET on 19 May 2020
 


Expiration Deadline
Deadline for receipt by the Tender Agent of all Tender Instructions in order for Holders to be able to participate in the Offers.




As soon as practicable on 20 May 2020


Announcement of Result of Offers
Announcement of the Issuer's decision whether to accept valid tenders of Instruments for purchase pursuant to any or all of the Offers (including, if applicable, the Settlement Date) subject only to the satisfaction of the New Financing Condition and, if so accepted, details of (i) the final aggregate principal amount of the Instruments of each Series tendered pursuant to the Offers, (ii) each Series Acceptance Amount and the pro-ration factor (if any) applicable to the relevant Series of Instruments, and (iii) the Purchase Price for each relevant Series of Instruments, 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 22 May 2020


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 Holders are urged to contact the Tender Agent for the relevant announcements relating to the Offers.
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, Holders 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, DIRECTOR OF TELEFÓNICA EMISIONES, S.A.U.
 




 




DEALER MANAGERS




Barclays Bank Ireland PLC
One Molesworth Street
Dublin 2
Ireland DO2 RF29
 
Attention: Liability Management Group
Email: eu.lm@barclays.com


Merrill Lynch International
2 King Edward Street
London
EC1A 1HQ
United Kingdom
Telephone: +44 20 7996 5420
Attention: Liability Management Group
Email: DG.LM-EMEA@bofa.com
 




Goldman Sachs International 
Plumtree Court
25 Shoe Lane
London EC4A 4AU
United Kingdom
 
Telephone: +44 (0)207 552 6157
Attention: Liability Management Group
Email: liabilitymanagement.eu@gs.com
 




 




 


 




 


 




THE TENDER AGENT




Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
 
Telephone: + 44 20 7704 0880
Attention: David Shilson
Email: telefonica@lucid-is.com




 




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 Instruments 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 Instruments in the Offers resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Instruments 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 Instruments 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 1° 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").
Holders, or beneficial owners of the Instruments, can tender some or all of their Instruments 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 Instruments 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 Instruments (and tenders of Instruments for purchase pursuant to the Offers will not be accepted from Holders) 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 Holder 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 Instruments for purchase pursuant to the Offers from a Holder 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 Instruments for purchase pursuant to an Offer whether any such representation given by a Holder 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.
 
 
This announcement has been issued through the Companies Announcement Service of Euronext Dublin.


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