Telefonica SA TEF - Issuance of Securities (6290H)
March 14 2018 - 2:00AM
UK Regulatory
TIDMTDE
RNS Number : 6290H
Telefonica SA
13 March 2018
TELEFÓNICA, S.A. as provided in article 228 of the Spanish Stock
Market Act (Ley del Mercado de Valores), hereby reports the
following
SIGNIFICANT EVENT
In relation to the relevant event announced today, 13 March
2018, TELEFÓNICA EUROPE B.V., the Dutch subsidiary of Telefónica
(the "Issuer"), has today priced and closed the terms and
conditions of two issuances of Undated Deeply Subordinated
Guaranteed Fixed Rate Reset Securities, with the subordinated
guarantee of Telefónica, one of them for an aggregate nominal
amount of 1,250 million euros subject to a call option exercisable
by the Issuer from the 5.7 anniversary of the issuance date (the
"5.7 Year Non-Call Securities") and the other for an aggregate
nominal amount of 1,000 million euros subject to a call option
exercisable by the Issuer from the 8.5 anniversary of the issuance
date (the "8.5 Year Non-Call Securities" and together with the 5.7
Year Non-Call Securities, the "Securities").
The main terms and conditions of each of the issuances are as
follows:
5.7 Year Non-Call Securities
The issue price of the 5.7 Year Non-Call Securities is
established at 100% of their face value. The 5.7 Year Non-Call
Securities will accrue interest at a rate of 3.000% annually as
from (and including) the issue date up to (but excluding) 4
December 2023.
From (and including) 4 December 2023, the 5.7 Year Non-Call
Securities will accrue a fixed rate of interest equal to the
applicable 5 year Swap Rate plus a margin of:
-- 2.451% per year as from 4 December 2023 up to (but excluding) 4 December 2028;
-- 2.701% per year as from 4 December 2028 up to (but excluding) 4 December 2043; and
-- 3.451% per year as from (and including) 4 December 2043.
8.5 Year Non-Call Securities
The issue price of the 8.5 Year Non-Call Securities is
established at 100% of their face value. The 8.5 Year Non-Call
Securities will accrue interest at a rate of 3.875% annually as
from (and including) the issue date up to (but excluding) 22
September 2026.
From (and including) 22 September 2026, the 8.5 Year Non-Call
Securities will accrue a fixed rate of interest equal to the
applicable 8 year Swap Rate plus a margin of:
-- 2.967% per year as from 22 September 2026 up to (but excluding) 22 September 2028;
-- 3.217% per year as from 22 September 2028 up to (but excluding) 22 September 2046; and
-- 3.967% per year as from (and including) 22 September 2046.
The Securities will have a face value per unit of 100,000 euros
and will be perpetual, although they will be subject to a call
option exercisable by the Issuer on certain dates and at any time
upon the occurrence of certain circumstances as set out in the
terms and conditions of the Securities. The Issuer may defer
payment of the interest accrued on the Securities at its sole
discretion (the "Deferred Interest") without triggering an event of
default. The Deferred Interest will in turn accrue interest and
will be payable at the option of the Issuer at any time or on an
obligatory basis in certain circumstances as set out in the terms
and conditions of the Securities.
The Securities will be governed by English Law, and it is
envisaged that they will be listed and admitted to trading on the
London Stock Exchange.
The issue is addressed exclusively at professional investors and
eligible counterparties.
The Securities will be subscribed for and paid up on the closing
date, which is envisaged to take place on or about 22 March 2018,
subject to entering into a subscription agreement with the Joint
Bookrunners and the rest of the agreements relating to the issue,
and subject to compliance with the conditions set out in the
subscription agreement.
Madrid, 13 March 2018.
This announcement is neither an offer to sell nor a solicitation
of an offer to buy any of the securities referred to herein and
shall not constitute an offer, solicitation nor sale in any
jurisdiction in which such offer, solicitation or sale is unlawful
- including but not limited to the United States, Australia, Canada
or Japan.
The securities referred to herein have not been and will not be
registered under the United States Securities Act of 1933
("Securities Act"), as amended, or any state securities laws, and
may not be offered or sold in the United States absent registration
or pursuant to an exemption from the registration requirements of
the Securities Act and in accordance with applicable state
securities laws.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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