.png){kind=small}
Telefonica Europe B.V. - Tender Offer - Final Results
TELEFÓNICA EUROPE B.V. ANNOUNCES FINAL RESULTS OF THE TENDER OFFER
06 SEPTEMEBER 2023
Full announcement including disclaimers and offer restrictions available via Euronext
...
"On 30 August 2023, the Issuer announced that the indicative Maximum Acceptance Amount in relation to the Offer is EUR 387,600,000. The Issuer today announces that it intends (subject to satisfaction or waiver of the New Financing Condition) to accept all validly tendered Notes pursuant to the Offer for purchase in cash as set out in the table below.
The Final Acceptance Amount is EUR 242,400,000. The final results of the Offer are as follows:"
...
TELEFÓNICA EUROPE B.V. ANNOUNCES MAXIMUM ACCEPTANCE AMOUNT IN RELATION TO ITS TENDER OFFER
30 AUGUST 2023
Full announcement including disclaimers and offer restrictions available via Euronext
...
"The Issuer today announces that, following the pricing of the New Notes, the indicative Maximum Acceptance Amount in relation to the Offer is EUR 387,600,000. Accordingly, if the Issuer decides to accept any Notes validly tendered for purchase pursuant to the Offer, it intends to accept all Notes which are so validly tendered. The Issuer may or may not exercise its call right upon the occurrence of a Substantial Purchase Event pursuant to the Conditions of the Notes at any time following the Offer. The Offer remains subject to the conditions and restrictions set out in the Tender Offer Memorandum. The final aggregate principal amount of the Notes accepted for purchase pursuant to, and subject to the terms and conditions of, the Offer (the "Final Acceptance Amount") will be announced in the results announcement."
...
TELEFÓNICA EUROPE B.V. ANNOUNCES TENDER OFFER TO PURCHASE NOTES FOR CASH
30 AUGUST 2023
Full announcement including disclaimers and offer restrictions available via Euronext
"Telefónica Europe B.V. (the "Issuer") has today launched an invitation to holders of its outstanding EUR 1,000,000,000 Undated 10 Year Non-Call Deeply Subordinated Guaranteed Fixed Rate Reset Securities (the "Notes") irrevocably guaranteed by Telefónica, S.A. (the "Guarantor"), to tender such Notes for purchase by the Issuer for cash (such invitation the "Offer"). The Offer is being made on the terms and subject to the conditions contained in the tender offer memorandum dated 30 August 2023 (the "Tender Offer Memorandum") and is subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum."
...
Summary of the Offer
...
"Rationale for the Offer
The purpose of the Offer is, amongst other things, to proactively manage the Issuer's layer of hybrid capital. The Offer also provides Noteholders with the opportunity to switch into the New Notes ahead of the upcoming first call date.
New Financing Condition
The Issuer announced on 30 August 2023 its intention to issue new EUR denominated Undated 8 Year Non-Call Deeply Subordinated Guaranteed Fixed Rate Reset Securities guaranteed by the Guarantor (the "New Notes"). Whether the Issuer will accept for purchase any Notes validly tendered in the Offer is subject, without limitation, to the settlement of the issue of the New Notes (the "New Financing Condition")."
...
****PREVIOUS OFFERS BELOW****
TELEFÓNICA EUROPE B.V. ANNOUNCES FINAL RESULTS OF THE TENDER OFFERS
01 FEBRUARY 2023
Full announcement available via Euronext.
"On 25 January 2023, Telefónica Europe B.V. (the "Issuer") launched separate invitations to holders of its outstanding (i) EUR 1,250,000,000 Undated 5.7 Year Non-Call Deeply Subordinated Guaranteed Fixed Rate Reset Securities (ISIN: XS1795406575; the "EUR Sep 2023 Notes"), and (ii) EUR 1,000,000,000 Undated 10 Year Non-Call Deeply Subordinated Guaranteed Fixed Rate Reset Securities (ISIN XS1050461034; the "EUR Mar 2024 Notes") (each a "Series" and together the "Notes") irrevocably guaranteed by Telefónica, S.A. (the "Guarantor"), to tender such Notes for purchase by the Issuer for cash (each such invitation an "Offer" and together the "Offers"). The Offers were made on the terms and subject to the conditions contained in the tender offer memorandum dated 25 January 2023 (the "Tender Offer Memorandum") and are subject to the offer restrictions more fully described in the Tender Offer Memorandum. Capitalised terms used and not otherwise defined in this announcement have the meanings given in the Tender Offer Memorandum.
On 25 January 2023, the Issuer announced that the indicative Maximum Acceptance Amount in relation to the Offers is EUR 1,000,000,000. The Issuer today announces that it intends (subject to satisfaction or waiver of the New Financing Condition) to accept validly tendered Notes pursuant to the Offers for purchase in cash as set out in the table below and therefore no adjustment has been made to the Maximum Acceptance Amount.
The final results of the Offers are as follow:
TELEFÓNICA EUROPE B.V. ANNOUNCES INDICATIVE MAXIMUM ACCEPTANCE AMOUNT IN RELATION TO ITS TENDER OFFER
25 JANUARY 2023
Full announcement available via Euronext.
"The Issuer today announces that, following the pricing of the New Notes, the indicative Maximum Acceptance Amount in relation to the Offers is EUR 1,000,000,000. The Issuer reserves the right to increase the Maximum Acceptance Amount should a Substantial Purchase Event occur in respect of any of the Notes and the Issuer may or may not exercise its call right upon the occurrence of a Substantial Purchase Event pursuant to the relevant Series of Notes at any time following the Offers.
The Offers remain subject to the conditions and restrictions set out in the Tender Offer Memorandum. Any adjustments to the indicative Maximum Acceptance Amount will be announced with the results of the Offers.
Full details concerning the Offers are set out in the Tender Offer Memorandum."
TELEFÓNICA EUROPE B.V. ANNOUNCES TENDER OFFERS TO PURCHASE NOTES FOR CASH
25 JANUARY 2023
Full announcement available via Euronext.
"Telefónica Europe B.V. (the "Issuer") has today launched separate invitations to holders of its outstanding (i) EUR 1,250,000,000 Undated 5.7 Year Non-Call Deeply Subordinated Guaranteed Fixed Rate Reset Securities (the "EUR Sep 2023 Notes") and EUR 1,000,000,000 Undated 10 Year Non-Call Deeply Subordinated Guaranteed Fixed Rate Reset Securities (the "EUR Mar 2024 Notes") (each a "Series" and together the "Notes") irrevocably guaranteed by Telefónica, S.A. (the "Guarantor"), to tender such Notes for purchase by the Issuer for cash (each such invitation an "Offer" and together the "Offers"). The Offers are being made on the terms and subject to the conditions contained in the tender offer memorandum dated 25 January 2023 (the "Tender Offer Memorandum") and are subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum."
...
...
"Purpose of the Offers
The purpose of the Offers is, amongst other things, to proactively manage the Issuer's layer of hybrid capital. The Offers also provide Noteholders with the opportunity to switch into the New Notes ahead of upcoming first call dates.
New Financing Condition
The Issuer announced on 25 January 2023 its intention to issue new EUR denominated Undated 7.25 Year Non-Call Deeply Subordinated Guaranteed Fixed Rate Reset Securities guaranteed by the Guarantor (the "New Notes"). Whether the Issuer will accept for purchase any Notes validly tendered in the Offers is subject, without limitation, to the settlement of the issue of the New Notes (the "New Financing Condition")."