REG - Telefonica Europe - TELEFÓNICA EUROPE B.V. ANNOUNCES RESULTS OF OFFERS

Telefonica SAAnnouncement

13/03/2019 11:05

RNS Number : 7364S
Telefonica Europe B.V.
13 March 2019
 


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 March 2019
TELEFÓNICA EUROPE B.V. ANNOUNCES FINAL RESULTS OF THE TENDER OFFERS
On 5 March 2019, Telefónica Europe B.V. (the "Issuer") launched separate invitations to holders of its outstanding (i) EUR 850,000,000 Undated 5 Year Non-Call Deeply Subordinated Guaranteed Fixed Rate Reset Securities (ISIN: XS1148359356; the "EUR 2019 Notes"), and (ii) EUR 750,000,000 Undated 6 Year Non-Call Deeply Subordinated Guaranteed Fixed Rate Reset Securities (ISIN XS1050460739; the "EUR 2020 Notes") (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 were made on the terms and subject to the conditions contained in the tender offer memorandum dated 5 March 2019 (the "Tender Offer Memorandum") and are subject to the offer restrictions more fully described in the Tender Offer Memorandum.  Capitalised terms used and not otherwise defined in this announcement have the meanings given in the Tender Offer Memorandum.
The Issuer today announces that it will (subject to satisfaction or waiver of the New Financing Condition) accept validly tendered Notes pursuant to the Offers for purchase in cash in an aggregate principal amount of EUR 934,700,000, of which (i) an amount of EUR 586,500,000 in principal amount relates to the EUR 2019 Notes, and (ii) an amount of EUR 348,200,000 in principal amount relates to the EUR 2020 Notes.
The final results of the Offers are as follow: 































 





Description of Notes




First Reset Date




Aggregate Principal Amount Outstanding




Purchase Price




 
Pro-ration factor (if any)




Priority




Aggregate Principal Amount of Notes of each Series accepted for purchase





EUR 850,000,000 Undated 5 Year Non-Call Deeply Subordinated Guaranteed Fixed Rate Reset Securities (the "EUR 2019 Notes")
Current Coupon: 4.20%


4/12/2019


EUR 704,800,000


EUR 103,038 per EUR 100,000


N/A


1


EUR 586,500,000




EUR 750,000,000 Undated 6 Year Non-Call Deeply Subordinated Guaranteed Fixed Rate Reset Securities (the "EUR 2020 Notes")
Current Coupon: 5.00%


31/3/2020


EUR 591,800,000


EUR 104,923 per EUR 100,000


N/A


2


EUR 348,200,000














The Offers remain subject to the conditions and restrictions set out in the Tender Offer Memorandum.
Whether the Issuer will purchase any Notes 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 is 15 March 2019.
Following the settlement of the Offers and subsequent cancellation of the repurchased Notes, more than 80 per cent. of the initial aggregate principal amount of the EUR 2019 Notes will have been purchased and cancelled by the Issuer. Pursuant to the terms and conditions of the EUR 2019 Notes, the Issuer will therefore have the option to redeem (after providing the required notice) all of the remaining outstanding EUR 2019 Notes (in whole but not in part) at their principal amount plus any interest accrued to, but excluding, the relevant day on which the EUR 2019 Notes become due for early redemption in accordance with the Conditions and any Arrears of Interest (as defined in the Conditions).
The Issuer may exercise this option following the settlement of the Tender Offer.
All Notes repurchased pursuant to the Offers will be cancelled.
Full details concerning the Offers are set out in the Tender Offer Memorandum.
BNP Paribas (Telephone: +44 20 7595 8668; Email: liability.management@bnpparibas.com; Attention: Liability Management Group), Citigroup Global Markets Limited (Telephone: +44 20 7986 8969; Email: liabilitymanagement.europe@citi.com; Attention: Liability Management Group),  NatWest Markets Plc (Telephone: +44 20 7085 6124; Email: liabilitymanagement@natwestmarkets.com; Attention: Liability Management), Société Générale (Telephone: +33 142 13 32 40; Email: liability.management@sgcib.com; Attention: Liability Management) and UniCredit Bank AG (Telephone: +49 89 378 17614; Email: corporate.lm@unicredit.de; Attention: Liability Management) are acting as Dealer Managers and  Lucid Issuer Services Limited (Telephone: +44 20 7704 0880; Email: telefonica@lucid-is.com; Attention: Thomas Choquet) is acting as Tender Agent.
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.
DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire or sell any securities is being made pursuant to this announcement. The Dealer Managers do not take responsibility for the contents of this announcement. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum come into are required by each of the Issuer, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.
 
 
This announcement has been issued through the Companies Announcement Service of Euronext Dublin.
 
 
 




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