REG - Telefonica SA - Replacement: launching bonds exchangeable <Origin Href="QuoteRef">TEF.MC</Origin>

Telefonica SAAnnouncement

06/09/2014 16:45

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RNS Number : 5490M
Telefonica SA
16 July 2014 
 
RAMIRO SÁNCHEZ DE LERÍN GARCÍA-OVIES 
 
Secretary General and 
 
of the Board of Directors 
 
TELEFÓNICA, S.A. 
 
The following amendment has been made to the 'Launching bonds exchangeable'
announcement released today at 17.25 under RNS No 5443M

In point 3 the date should read 24 July 2017 and not 24 July 2014 as
previously stated.

All other details remain unchanged.

The full amended text is shown below. 
 
TELEFÓNICA, S.A., pursuant to the provisions of article 82 of the Securities
Market Act, hereby notifies the following 
 
RELEVANT EVENT 
 
TELEFÓNICA, S.A. ("Telefónica" or the "Company") has approved an issue of
mandatory exchangeable bonds (the "Bonds") exchangeable into ordinary shares
of Telecom Italia S.p.A. ("Telecom Italia"), for an estimated nominal amount
of 750 million euros and maturing in three years (the "Issue"). The Issue will
be coordinated by HSBC Bank plc, JP Morgan Securities plc and Société
Générale, which will act as Joint Global Coordinators and Joint Bookrunners
(the "Joint Bookrunners"). 
 
The main terms and conditions of the Issue, which will be subject to English
law, are the following: 
 
1.   The estimated nominal amount of the Issue is 750 million euros. 
 
2.   The Issue is directed exclusively at qualified investors. 
 
3.   The Bonds, which will have a nominal value of one hundred thousand
(100,000) euros, will be issued at par value and will mature on 24 July 2017
(the "Maturity Date"). 
 
4.   The Bonds will accrue fixed nominal interest per annum payable annually
in arrears, at a rate ranging from 5.25% to 6.00%, as well as an additional
interest corresponding to cash dividends and distributions paid in relation to
the underlying Telecom Italia shares. 
 
5.   The Bonds will be exchanged for Telecom Italia ordinary shares on the
Maturity Date; however, the Company may redeem the Bonds in cash (i) in the
event that Telco S.p.A. (the Italian company in which Telefónica holds a stake
and that is the current owner of such shares) fails to consummate the demerger
approved by its Ordinary General Meeting on 9 July 2014, by virtue of which it
is expected that the Company will receive shares in Telecom Italia
representing 14.8% of its current voting share capital; (ii) if Telefónica is
obliged to dispose of the Telecom Italia shares because of a legal or
regulatory restriction or limitation, or (iii) if for any other reason it is
not permitted to transfer the Telecom Italia shares. 
 
6.   The Company may opt to exchange the Bonds in advance at any time, subject
to the notice period specified in the Conditions. It will also be entitled to
do so, albeit under different exchange conditions, if the Company is obliged
to dispose of the underlying Telecom Italia shares due to legal or regulatory
reasons. The bondholders may also early voluntarily exchange the Bonds during
a period starting 41 days after the closing date and ending 45 business days
prior to the Maturity Date, although the Company will be entitled to redeem
them in cash in the events referred to in point 5 above. 
 
7.   The minimum exchange price will correspond to the placement price of an
accelerated secondary equity offering of Telecom Italia ordinary shares which
is expected to be executed by the Joint Bookrunners concurrently with the
issuance of the Bonds without the involvement of Telefónica (the "Reference
Price"). The maximum exchange price is expected to be set at a premium ranging
from 20 to 25% over the Reference Price. 
 
8.   It is expected that the setting of the final fixed interest rate and
minimum and maximum exchange prices for the Issue will take place today or
tomorrow, once the bookbuilding process carried out by the Joint Bookrunners
is completed, which will be announced by means of a separate relevant event.
It is also expected that the closing and settlement in respect of the Bonds
will take place on 24 July 2014, provided the conditions foreseen for the same
in the subscription agreement for the Bonds (the "Subscription Agreement")
that the Company has signed with the Joint Bookrunners are met. 
 
9.   The funds obtained as a result of the Issue will be used for general
corporate needs. 
 
10. The Company will apply for the listing of the Bonds on the unregulated
secondary market (multilateral trading platform) Freiverkehr of the Frankfurt
Stock Exchange. 
 
Madrid, 16 July 2014 
 
THE SPANISH SECURITIES MARKET COMMISSION (COMISIÓN NACIONAL DEL MERCADO DE
VALORES) 
 
- MADRID - 
 
Disclaimer 
 
THIS DOCUMENT IS NOT FOR GENERAL DISTRIBUTION, DIRECTLY OR INDIRECTLY IN OR
INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW.
THIS DOCUMENT IS NOT AN OFFER TO SELL SECURITIES OR THE SOLICITATION OF ANY
OFFER TO BUY SECURITIES, NOR SHALL THERE BE ANY OFFER OF SECURITIES IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SALE WOULD BE UNLAWFUL. THE SECURITIES
MENTIONED IN THIS DOCUMENT HAVE NOT BEEN AND WILL NOT BE REGISTERED IN THE
UNITED STATES UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "US
SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF
THE UNITED STATES, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO,
OR FOR THE ACCOUNT OF BENEFIT OF, ANY US PERSON (AS SUCH TERM IS DEFINED IN
REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE US SECURITIES ACT. THERE WILL BE NO PUBLIC OFFER OF THE
SECURITIES IN THE UNITED STATES OR IN ANY OTHER JURISDICTION. 
 
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