Buenos
Aires, October 23
rd
,
2009
Messrs.
Buenos
Aires Stock Exchange
Ref.:
Telefónica de
Argentina S.A. – Relevant Fact Notice
Dear
Sir,
I am
writing to you in my capacity as attorney of Telefónica de Argentina S.A., with
main place of business at Avenida Ingeniero Huergo 723, ground floor, City of
Buenos Aires, in order to attach hereto a copy of the Press Release issued by
the company today, whereby it announced the expiration of the offer to buy in
cash corporate bonds issued thereby and reported as a relevant fact to that
Commission last September 25
th
and
October 8
th
and
20
th
,
2009.
Yours
sincerely,
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/s
Santiago Barca
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Attorney
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FOR
IMMEDIATE RELEASE
TELEFÓNICA DE ARGENTINA
S.A.
ANNOUNCES THE EXPIRATION OF ITS TENDER OFFERS FOR ITS 8.850%
CONVERSION NOTES DUE AUGUST 2011, 9.125% NOTES DUE NOVEMBER 2010 AND 8.850%
NOTES DUE AUGUST 2011
BUENOS
AIRES, ARGENTINA, October 23, 2009 — Telefónica de Argentina S.A. (the “
Company
”) announced today the
expiration of its previously announced cash tender offers (each an “
Offer
” and together, the
“
Offers
”) for its
outstanding 8.850% Conversion Notes due August 2011 (the “
2011 Conversion Notes
”),
9.125% Notes due November 2010 (the “
2010 Notes
”) and 8.850% Notes
due August 2011 (the “
2011
Notes
”, and together with the 2011 Conversion Notes and the 2010 Notes,
the “
Notes
”) as
specified in the offer to purchase dated September 24, 2009, as
amended and supplemented by the Company’s press releases dated September 28,
2009, October 8, 2009 and October 20, 2009 (the “
Offer to Purchase
”). The
Offers expired at 11:59 p.m., New York City time, on October 22, 2009 (12:59
a.m., Buenos Aires time, on October 23, 2009) (the “
Expiration Date
”). The full
terms and conditions of the Offers are set forth in the Offer to Purchase and
related letter of transmittal dated September 24, 2009, as amended and
supplemented (the “
Letter of
Transmittal
”).
The table
below identifies with respect to each series of Notes the principal amount of
Notes validly tendered in each Offer and the principal amount that the Company
has accepted for purchase under the terms of the Offer to Purchase. The
principal amounts of each series of Notes accepted for purchase in the Offers
were determined based on the aggregate principal amount of each series of Notes
validly tendered and not validly withdrawn on or before the Expiration Date, in
accordance with the priorities identified in the “Acceptance Priority Level”
column in the table below and subject to the applicable Maximum Tender
Amount.
Upon
settlement of the Offers, which is expected to occur on October 27, 2009, the
Company will pay the consideration for the Notes accepted for purchase, together
with accrued and unpaid interest. In the case of the U.S. Dollar Offer, payment
will be made to The Bank of New York Mellon for further credit to the
appropriate accounts at The Depositary Trust Company. In the case of the
Argentine Peso Offer, payment will be made to the accounts of Euroclear and
Clearstream at a financial institution in Argentina, for further credit to the
accounts of their respective participants.
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Acceptance
Priority Level
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Aggregate
Principal Amount Outstanding
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Principal
Amount Tendered in U.S. Dollar Offer
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Principal
Amount Accepted in U.S. Dollar Offer
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Principal
Amount Tendered in Argentine Peso Offer
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Principal
Amount Accepted in Argentine Peso Offer
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8.850%
Conversion Notes due August 2011
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879378AL1
US879378AL14
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1
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US$28,576
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US$28,576
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US$28,576
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—
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—
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9.125%
Notes due November 2010
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879378AJ6
US879378AJ67
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2
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|
US$195,507,000
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US$45,014,000
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US$45,014,000
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US$3,200,000
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US$
3,200,000
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|
8.850% Notes
due
August
2011
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879378AK3
US879378AK31
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3
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US$134,644,000
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US$16,764,000
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US$16,764,000
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US$
1,176,000
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US$
1,176,000
|
This
press release is for informational purposes only and is not an offer to purchase
any Notes. The Offers were made only through the Offer to Purchase
and Letter of Transmittal. Capitalized terms used herein and not otherwise
defined have the meanings ascribed to them in the Offer to
Purchase.
The
Offers were not made to Holders in any jurisdiction in which the making or
acceptance thereof was not in compliance with the securities or blue sky laws or
other laws of such jurisdiction. In any jurisdiction where the laws required the
Offers to be made by a licensed broker or dealer, the Offers were deemed to be
made on behalf of the Company by the dealer manager or one or more registered
broker dealers under the laws of such jurisdiction.
About
Telefónica de Argentina S.A.
Telefónica
de Argentina S.A. was incorporated in Argentina in 1990 as an Argentine
sociedad anónima
(a limited
liability company). Telefónica de Argentina S.A. has a non-expiring
license to provide telecommunications services throughout Argentina. Telefónica
de Argentina S.A. also provides other telephone-related services such as
international long-distance service, data transmission and Internet
service.
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CONTACT: Telefónica
de Argentina S.A.
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Irene
Bertuzzi
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(54
11) 4332-3857
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bertuzzi@telefonica.com.ar
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SOURCE: Telefónica de
Argentina S.A.