Communications of Significant Events (CNMV filings)
(Direct Access to official filings registered by Telefónica S.A.)
The Company guarantees that the information contained in the Significant Events outlined below corresponds exactly with that submitted to the Spanish Stock Exchange Commission.
Significant event dated November 26th, 2013
Further to the significant event filed on November 19, 2013 (registered under number 195439), it is hereby announced that on the date hereof the issuance of Undated Deeply Subordinated Reset Rate Guaranteed Securities of TELEFÓNICA EUROPE B.V., with the subordinated guarantee of TELEFÓNICA, S.A., for a nominal amount of GBP 600 million and callable after the seventh anniversary of the issue date, has settled.
Significant event dated November 19th, 2013
TELEFÓNICA EUROPE B.V., the Dutch subsidiary of TELEFÓNICA, S.A. ("TELEFÓNICA" or the "Company"), has today finalised the pricing and the terms and conditions of an issuance of Undated Deeply Subordinated Reset Rate Guaranteed Securities, with the subordinated guarantee of TELEFÓNICA, for an aggregate nominal amount of Sterling 600 million and subject to a call option exercisable by the Issuer from the seventh anniversary of the issuance date (the "Securities").
Significant event dated November 14th, 2013
Detail of the Theoretical shares assigned to be delivered in the third cycle of the PIP program to each of its beneficiaries of the Group Directors and also the the maximum number possible of shares to be received in the event of fulfillment of the Co-investment requirement established on the PIP progran and of maximum achievement of the TSR objective in this cycle.
Significant event dated November 7th, 2013
Telefónica, S.A. will hold a conference call with analysts at 2:00 p.m. (Madrid time) tomorrow, November 8th, 2013, to announce its 2013 third quarterly financial information.
Significant event dated November 5th, 2013
Following the Significant Event published on October 15th, 2013, (under registration number 1938922) Telefónica announces that it has reached an agreement to sell 65.9% of Telefónica Czech Republic, a.s. (hereinafter Telefonica Czech Republic) to PPF Group N.V. (hereinafter PPF) for, approximately, 2,467 million euro in cash (CzK306 per share). The aforementioned consideration will be paid in two tranches:
(i) 2,063 million euro in cash up front at closing of the transaction; and
(ii) 404 million euro in cash as deferred payments over a 4 year period.
Additionally, Telefonica will receive, prior to delivering the shares, an amount of 260 million euro, corresponding to the distribution to shareholders approved by the General Shareholders Meeting of Telefonica Czech Republic, to be paid on November 11th, 2013.
As a result of this transaction, Telefónica will maintain a 4.9% equity stake in Telefónica Czech Republic and will remain as a Company’s industrial and commercial partner for 4 years:
- Telefonica Czech Republic will be renamed but will continue using the O2 brand for up to four years.
- In addition, the Company will become part of Telefonica’s Business Partners Program.
In connection with this transaction, PPF will launch a mandatory tender offer. Telefónica will maintain its 4.9% but may dispose of the shares upon completion, subject to certain restrictions.
Furthermore, the agreement establishes a put/call option structure in relation to the Telefónica Czech Republic shares which Telefónica holds after 4 years. In addition, the agreement includes tag along/drags along clauses.
Closing of the transaction is subject to obtaining the relevant regulatory authorisations.
Among the accounting impacts arising from the transaction, it is worth mentioning the positive effect of the reduction of Telefónica Group indebtedness estimated in, approximately 2,685 million euro, due to the present value of the amount to be paid by PPF and the amount to be received as a result of the distribution to shareholders.
Furthermore, the transaction will generate a capital loss of about 56 million euros in its third quarterly financial information for the year 2013.
With this transaction, Telefónica continues executing on its strategy of focusing on its core markets and optimizing financial flexibility.