Telefonica SA TEF-Result of Tender Offer Debt (5077N)

TIDM0TDE

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:

 
                                      Aggregate          Fixed                              Aggregate          Series 
 Description of                    Principal Amount    Purchase                             Principal        Acceptance      Pro-ration 
  Instruments         ISIN           Outstanding         Yield       Purchase Price*     Amount Tendered       Amount          factor 
---------------  --------------  -------------------  ----------  --------------------  ----------------  ----------------  ----------- 
      EUR 
  1,000,000,000 
    3.961 per 
      cent. 
   Instruments                                                         EUR 103,124 
    due March                                          0.25 per     (103.124 per cent.                                          Not 
      2021        XS0907289978    EUR 1,000,000,000      cent.        of principal)      EUR 127,800,000   EUR 127,800,000   Applicable 
      EUR         XS1290729208    EUR 1,000,000,000    0.35 per        EUR 101,475       EUR 241,300,000   EUR 241,300,000      Not 
  1,000,000,000                                          cent.      (101.475 per cent.                                       Applicable 
    1.477 per                                                         of principal) 
      cent. 
   Instruments 
  due September 
      2021 
      EUR         XS1394777665    EUR 1,400,000,000    0.45 per        EUR 100,564       EUR 290,000,000   EUR 290,000,000      Not 
  1,400,000,000                                          cent.      (100.564 per cent.                                       Applicable 
    0.750 per                                                         of principal) 
      cent. 
   Instruments 
    due April 
      2022 
      EUR         XS1069430368    EUR 1,250,000,000    0.45 per        EUR 103,584       EUR 234,900,000   EUR 234,900,000      Not 
  1,250,000,000                                          cent.      (103.584 per cent.                                       Applicable 
    2.242 per                                                         of principal) 
      cent. 
   Instruments 
  due May 2022 
 

* 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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END

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May 20, 2020 07:31 ET (11:31 GMT)