REG - Telefonica Europe - Tender Offer

Telefonica SAAnnouncement

05/03/2019 09:55

RNS Number : 8683R
Telefonica Europe B.V.
05 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.
5 March 2019
TELEFÓNICA EUROPE B.V. ANNOUNCES TENDER OFFERS TO PURCHASE NOTES FOR CASH
 
Telefónica Europe B.V. (the "Issuer") has today 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, and (ii) EUR 750,000,000 Undated 6 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 5 March 2019 (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 Notes




ISIN




First Reset Date




Aggregate Principal Amount Outstanding




Purchase Price




Priority




Maximum Acceptance Amount






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


XS1148359356


4/12/2019


EUR 704,800,000


EUR 103,038 per EUR 100,000


1


Any and all


































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


XS1050460739


31/3/2020


EUR 591,800,000


EUR 104,923 per EUR 100,000


2


An amount determined by the Issuer in its sole discretion. The total aggregate principal amount of EUR 2020 Notes accepted for purchase will not exceed the difference between (i) the aggregate principal amount of New Notes (as defined herein) and (ii) the aggregate principal amount outstanding of the EUR 2019 Notes prior to the Offers
 



THE OFFERS COMMENCE ON 5 MARCH 2019 AND WILL EXPIRE AT 17:00 CET ON 12 MARCH 2019 (THE "EXPIRATION DEADLINE"), UNLESS EXTENDED, 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.  TENDER INSTRUCTIONS, ONCE SUBMITTED, MAY NOT BE WITHDRAWN EXCEPT IN THE LIMITED CIRCUMSTANCES OUTLINED IN THE TENDER 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 5 March 2019 its intention to issue new EUR denominated Undated 6 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 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 EUR 100,000 in principal amount of the Notes (the "Purchase Price") will be (a) in respect of the EUR 2019 Notes, EUR 103,038 per EUR 100,000 and (b) in respect of the EUR 2020 Notes, EUR 104,923 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 15 March 2019.
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.
Maximum Acceptance Amount
The Issuer proposes to accept Notes for purchase up to a maximum aggregate principal amount equal to the aggregate principal amount of the New Notes (the "Maximum Acceptance Amount") on the terms and conditions contained in the Tender Offer Memorandum.
If the Issuer decides to accept any Notes for purchase pursuant to the Offers, the Issuer intends to accept any and all of the EUR 2019 Notes for purchase in priority to the EUR 2020 Notes. The Issuer intends that the aggregate principal amount of the EUR 2020 Notes which it will accept for purchase (if any) will be an amount which will not exceed the: (i) the Maximum Acceptance Amount less (ii) the aggregate principal amount outstanding of the EUR 2019 Notes prior to the Offers. The Issuer will determine the 2020 Notes Acceptance Amount in its sole discretion.   
Acceptance of Tender Instructions and pro-ration
EUR 2020 Notes validly submitted for tender may be accepted subject to pro-ration (if any). In the event that the aggregate principal amount of EUR 2020 Notes represented by Tender Instructions is greater than the 2020 Notes Acceptance Amount, such Tender Instructions will be accepted on a pro rata basis.
 
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 may 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) 17.08 per cent. of the original principal amount of the EUR 2019 Notes and (b) 21.09 percent of the original principal amount of the EUR 2020 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
 




Date




Number of Business Days from and including Launch




Action





5 March 2019


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 the 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 12 March 2019
 


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 13 March 2019


7


Announcement of Result of Offers
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 (i) the final aggregate principal amount of the Notes of each Series tendered pursuant to the Offers and (ii) the 2020 Notes Acceptance Amount and the pro-ration factor, if applicable, in respect of the EUR 2020 Notes, 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 15 March 2019


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, to the public in the Republic of France ("France").  None the Tender Offer Memorandum, this announcement or any other documents or materials relating to the Offers have been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) other than individuals, in each case acting on their own account and all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code Monétaire et Financier, 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 or the solicitation of an offer of securities to the public in Spain under the Spanish Securities Market Law approved by Legislative Royal Decree 4/2015, of 23 October (Real Decreto Legislativo 4/2015, de 23 de octubre, por el que se aprueba el texto refundido de la Ley del Mercado de Valores), Royal Decree 1310/2005, of 4 November 2005 and Royal Decree 1066/2007, of 27 July 2007.
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).
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



BNP Paribas
10 Harewood Avenue
London NW1 6AA
United Kingdom
Telephone: +44 20 7595 8668
Attention: Liability Management Group
Email: liability.management@bnpparibas.com


Citigroup Global Markets Limited
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
United Kingdom
 
Telephone: +44 20 7986 8969
Attention: Liability Management Group
Email: liabilitymanagement.europe@citi.com




NatWest Markets Plc
 250 Bishopsgate
London EC2M 4AA
United Kingdom
 
Telephone: +44 207 085 6124
Attention: Liability Management
Email: liabilitymanagement@natwestmarkets.com
 
 


Société Générale
 Tours Société Générale
17, Cours Valmy
92987 Paris La Defense Cedex
France
 
Telephone: +33 142 13 32 40
Attention: Liability Management
Email: liability.management@sgcib.com
 




UniCredit Bank AG
Arabellastrasse, 12
81925 Munich
Germany
Telephone: +49 89 378 17614
Attention: Liability Management
Email: corporate.lm@unicredit.de












 




 


 




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
 
 
TENEAPDSELANEEF