TIDMTDE
RNS Number : 3294Z
Telefonica SA
13 March 2017
TELEFÓNICA, S.A. (herein after "Telefónica") as provided in
article 228 of the Spanish Stock Market Act (Ley del Mercado de
Valores), hereby reports the following
SIGNIFICANT EVENT
Telefónica has entered today into a swap agreement with
Koninklijke KPN NV (hereinafter, KPN) to deliver 72.0 million of
its treasury shares (representing 1.43% of its share capital), in
exchange for 178.5 million shares of its subsidiary Telefónica
Deutschland Holding AG, representing 6.0% of the share capital of
the latter. The exchange ratio has been determined based on the
average of the volume weighted average price (VWAP) of the
respective shares during the last 5 trading sessions.
The execution of this agreement is not subject to any conditions
and settlement is expected to take place tomorrow.
As a result of this agreement, Telefónica increases from 63.2%
to 69.2% its shareholding in Telefonica Deutschland, one of the
Group's main cash flow growth contributors, increasing, as a
result, its share in dividends distributed by Telefonica
Deutschland.
Under this agreement, KPN has committed, among other
obligations, to comply with certain restrictions which, in case of
sale of the aforementioned Telefónica shares, would ensure an
orderly sale of such shares. In this regard, and pursuant to
article 531 of the Spanish Corporations Act, the literal
transcription of clause 2.4 of the agreement signed between
Telefonica and KPN is included as appendix to this significant
event.
Madrid, March 13, 2017
LITERAL TRANSCRIPTION OF CLAUSE 2.4 OF THE AGREEMENT SIGNED
BETWEEN TELEFONICA AND KPN
2.4. KPN's Commitments. KPN acknowledges it is in the interests
of KPN and Telefónica to execute any sale of the Telefónica Swap
Shares in an orderly manner.
2.4.1 KPN commits:
a) Not to Sell any Telefónica Swap Shares in any private
transaction to any entity which to the best knowledge of KPN is a
telecommunication service provider or an Affiliate thereof. For the
purposes of this Article 2.4.1 (a), to the best knowledge of KPN
means the knowledge of KPN after due and careful due diligence.
b) Not to Sell any Telefónica Swap Shares during seven (7)
calendar days prior to and including any date on which Telefónica
is expected to publish its quarterly results in accordance with the
financial calendar published on Telefónica's website.
c) Not to Sell on any single day and on any market where the
Telefónica Shares are traded an aggregate amount of Telefónica Swap
Shares in excess of 15% of the Relevant Total Daily Trading Volume
on such day ("Daily Volume Limit"). Within such Daily Volume Limit,
a maximum of 25% of the Daily Volume Limit may be sold in that
day's closing auction and a maximum of 30,000 Telefónica Swap
Shares may be sold in that day's open auction.
d) Not to Sell, directly or indirectly through any other entity,
any Telefónica Swap Shares via an Accelerated Bookbuilt
Transaction.
2.4.2 Notwithstanding paragraph 2.4.1. (c) above, KPN will be
entitled to sell Telefónica Swap Shares in certain Off-Exchange
Transactions always provided that: (x) the price of the Telefónica
Swap Shares under any such transaction is as close as possible to,
or higher than, the daily VWAP at the time of such transaction, but
in no event shall the price of such transactions be lower than the
relevant VWAP minus 0.15%, and (y) the total amount of Telefónica
Swap Shares sold per day in such Off-Exchange Transactions in
aggregate does not exceed the higher of (i) 20% of the Relevant
Total Daily Trading Volume on such date, and (ii) 20% of the lowest
Relevant Total Daily Trading Volume on any single day during a
period of 5 consecutive trading days ending on (and including) the
trading day immediately preceding the relevant day.
For the purposes of this Article 2.4, the following terms shall
have the meanings described below:
"Accelerated Bookbuilt Transaction" means a publicly announced
offering of Telefónica Swap Shares conducted by way of an
accelerated bookbuilt offering to institutional investors conducted
by a financial intermediary on KPN's behalf, whether by way of a
backstopped transaction, bought deal or a conventional best efforts
bookbuilt offering.
"Not to Sell" means not to, directly or indirectly, offer,
pledge, sell, contract to sell, lend or otherwise transfer or
dispose of (including, but not limited to, through any type of
transactions regarding derivatives, options, swaps, futures,
collaterals, securities lending or other arrangement that transfers
to another, in whole or in part, any of the economic consequences
of ownership of):
(a) shares in Telefónica,
(b) securities convertible into or exercisable or exchangeable for shares in Telefónica,
(c) options, rights or warrants to purchase shares in Telefónica, or
(d) participation certificates, depositary or other receipt
instruments, rights or entitlement representing shares in
Telefónica,
irrespective whether any of those transactions is to be settled
by delivery of shares in Telefónica or such other securities, in
cash or otherwise.
"Off-Exchange Transactions" means the sale of Telefónica Swap
Shares via bilateral transactions or over the counter sales.
"Relevant Total Daily Trading Volume" means the aggregate volume
of shares traded under ticker <TEF SM> determined from
Bloomberg page <TEF SM Equity HP> with the Market field set
to "VWAP Vol" for volume, as at market close on the relevant day.
For the avoidance of doubt, the aggregate volume defined herein
comprises all on-exchange <TEF SM> market volumes excluding
block trades and cross trades.
"VWAP" for Telefónica means the volume weighted average market
price determined from the Bloomberg page <TEF SM Equity HP>
with the Market field set to "VWAP" (Weighted Average Line) for
price.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCJJMPTMBMBBIR
(END) Dow Jones Newswires
March 13, 2017 14:06 ET (18:06 GMT)
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