Significant Events 2005
The Company guarantees that the information contained outlined below corresponds exactly with that submitted to the Spanish Stock Exchange Commission.
The Company’s Board of Directors has agreed the appointment by cooption of the new Board members Mr Vitalino Manuel Nafría Aznar and Mr Julio Linares López. Likewise,the Boards agreed to appoint Mr Gregorio Villalabeitia Galarraga as member of the Audit and Control Committee .
Telefónica has changed its management structure to meet its new projects and targets.
As at 1.00 p.m. (GMT) on 12 December 2005, Telefónica and its wholly-owned subsidiaries owned or had received valid acceptances in respect of a total of 5,704,983,195 O2 Shares representing approximately 65.05 per cent of O2’s issued share capital.
In accordance with the procedure established pursuant to the U.K. City Code on Takeovers and Mergers, the Offer, which remains subject to the terms and conditions already communicated and set out in the Offer Document, is being extended and will remain open for acceptance until the next closing date, which will be on 12 January 2006. Any possible further extensions of the Offer will be publicly announced by Telefónica.
On December 28th, 2005, 400,000 debentures of the Debentures Issue “December 1990” will be totally redeemed through the repayment of the 675% of their nominal value of Euros 300.51 each.
Regarding the Initial Public Offering (IPO) of Endemol N.V. IPO, the offer price has been set today at 9 euros per share. Likewise, it has been determined that the number of shares offered reaches 27,901,786 ordinary shares, representing 22.32% of the Company share capital.
Pursuant to the Offer for the acquisition of the entire share capital of O2 plc announced on October 31st, and according to the procedure established under UK law, TELEFÓNICA is posting today, November 21st 2005, to all of O2 plc shareholders to whom the Offer is addressed, the Offer Document containing all relevant information related to the Offer and to its terms and conditions.
Telefónica submits the press release spread on November 10th 2005 by ENDEMOL, N.V. regarding its Initial Public Offering and its listing on Euronext Amsterdam.
Today, 31st October 2005, in accordance with Rule 2.5 of the U.K.’s City Code on Takeovers and Mergers, TELEFÓNICA, S.A.. has announced, through their financial advisors Goldman Sachs International and Citigroup, the launching of an Irrevocable Takeover Offer to acquire the total share capital of the UK company, O2 plc.
On November 11th, 2005 the Company will pay the cash dividend from the Additional Paid- in capital reserve that was approved by the Annual General Shareholders’ Meeting of Telefónica.
The Board of Directors of Telefónica, S.A., at its meeting held on September 28, 2005, has accepted the resignation of Mr. Antonio J. Alonso Ureba from his position on the Board and his post as Secretary to the Board of Directors. Likewise, the Board of Directors has agreed to appoint Mr Ramiro Sánchez de Lerín García-Ovies as Secretary non-Director of the Board and General Secretary of the Company.
Yesterday, September 19, 2005, the offering period related to the mandatory tender offer that Telefónica, S.A. launched for 48.9% of Cesky Telecom a.s.’ capital on July 29, 2005, expired.
In response to the request of the “Panel on Takeovers and Mergers”, Telefónica notes the recent press reports concerning its acquisition strategy and possible acquisition targets (including O2 plc).
On September 5, 2005, Telefónica, S.A. reached a 5% stake in the equity of the Chinese telecommunications company China Netcom Group Corporation (Hong Kong) Limited (CNC).
It is expected that the Deed of the Merger by Absorption of Terra by Telefónica, will be recorded with the Commercial Registry of Madrid on July 16th, 2005, and accordingly today, Friday, July 15 th, 2005, will be the last day of trading for shares of Terra Networks on the Spanish stock exchanges and of Terra Networks American Depositary Shares on the Nasdaq National Market in the United States.
Rules and procedure for the exchange of shares of Terra for shares of Telefónica, S.A., as well as for the exchange of American Depositary Shares (ADSs).
In accordance with Czech law on mandatory offers, Telefónica has submitted today to the Czech Securities Commission for its approval a mandatory tender offer on 48.9% of the shares of Ceský Telecom. The price proposed by Telefónica amounts to CZK 456.00 for each share in Ceský Telecom, to be paid in cash.
Telefónica, S.A. has acquired 2.99% of the equity of the Chinese telecommunications company, China Netcom Group Corporation (Hong Kong) Limited (CNC).
The Board of Directors of the Company, at its meeting held on June 29th, 2005, has accepted the resignation of Mr. José Fonollosa García from his position on the Board.
Telefónica. S.A. and the National Property Fund, the Czech Republic’s privatisation entity, have today closed the sale of 51.1% of the telecommunications operator Cesky Telecom.
Telefónica, S.A has resolved the extrordinary non- cash distribution of the additional paid- in capital by means of the delivery of own shares held as treasury stock in the proportion of one (1) share to every twenty- five shares (25) entitled to participate in the distribution.
The European Commission has authorised the concentration operation whereby Telefónica, S.A. is to take control of the Czech telecommunication operator Cesky Telecom a.s. by purchasing 51.1% of its share capital.
The Board of Directors of Telefónica, S.A., at its meeting of May 31st, 2005, resolved to execute the resolution adopted by the company’s shareholders in their Annual General Meeting held this same date (May 31st, 2005) regarding a capital reduction by the cancellation of own shares.
The Company has submitted the resolutions approved by the Annual General Shareholders’ Meeting held on May 31st, 2005.
The Company informs that pursuant to the resolucion adopted by the Board of Directors of Telefónica, S.A. at its meeting held on February 23rd, 2005, the Company will pay an interim dividend from 2004 net income of a fix gross amount of 0.23 euros for each Company share issued, in circulation and carrying entitlement to this dividend.
Telefónica sends the Spanish translation of Form F-4 registered in the United States regarding the merger by absorption of Terra Networks, S.A. Declared effective by the SEC on April 22.
Telefónica, S.A. has submitted the proposed resolutions to be submitted for approval at the Annual General Shareholders’ Meeting of the Company, to be held on May 30th and 31st, 2005 at first and second call respectively.
Telefónica Móviles, S.A. has presented its business strategy and perspectives for period 2004 – 2008.
Telefónica, S.A. communicates the expected consolidated performance of the Telefónica Group for the period 2004- 2008, based on key financial indicators.
Telefónica, S.A. has presented the strategy and business outlook for its subsidiary Telefónica Latinoamérica for the period 2004- 2008.
Telefónica, S.A. presents the strategy and business outlook for its subsidiary Telefónica de España for the period 2004 – 2008.
The Board of Directors of Telefónica, S.A., at its meeting held on April 20th, 2005, has resolved to call the Annual General Shareholdes’ Meeting to be held in Madrid on May 30th and 31st, at first and second call respectively.
Telefónica, S.A. informs that on April 25th and 26th, 2005, Telefónica Group will host its Fourth Investor Conference in the city of Barcelona. Over these two days the Company will discuss outlook, strategy and major business segments.
Telefónica, S.A. deems that the appropriate conditions do not exist for the Company to participate in the privatisation of Türk Telekom.
Telefónica announces that it has presented today, before the Securities and Exchange Commission of the United States, an amendment to the F-4 registration form relating to the merger by absorption of Terra Networks, SA. This amendment includes the following annexes documents: (i) the Report of the Administrators of Telefónica, SA, (ii) the Report of the Administrators of Terra Networks, SA, and (iii) the Report issued by the independent Expert “KPMG Auditores, SL”.
Telefónica and the Czech Governemnt sign the contract for the purchase of CESKY Telecom. César Alierta, Telefónica’s Chairman and CEO of the Board, and Stanislav Gross, Prime Minister of the Czech Republic, have presided today over the signing ceremony for the acquisition of a 51.1% stake in Cesky Telecom by the Spanish operator.
As part of the privatisation of listed Czech company CESKY TELECOM a.s., the government of the Czech Republic publicly announced that the bid submitted by Telefónica S.A. has won the tender for acquiring 51.1% of equity in the company.
As part of the privatisation process for the listed Czech company CESKY TELECOM a.s., the Privatisation Committee formed for this process has proposed that the bid of Telefónica, S.A. be declared winner of the tender through which the privatisation is being conducted.
The Company has filed its Annual Report on Corporate Governance for fiscal year 2004.
The Company has submitted a report on trasition to International Financial Reporting Standards (IFRS), preliminary impacts & 2005 guidance.
Telefónica sends the Spanish translation of Form F-4 registered in the United States regarding the merger by absorption of Terra Networks, S.A.
Telefónica has submitted to the Spanish National Securities Market Commission (CNMV) information on the registration form F-4 filed in the United States in relation to its merger plan for the acquisition of Terra Networks, S.A. Likewise, it is hereby attached the original English version of the aforementioned form F-4.
Telefónica´s Board of Directors, at its meeting held today, has approved to distribute an interim dividend, from 2004 net income, of a fix gross amount of Euro 0.23 for each outstanding share with the right to receive dividends of the Company.Likewise, the Board of Directors has resolved to propose to the next Annual General Shareholders Meeting, the distribution of a dividend in cash, from the Additional Paid-in Capital Reserve, of a fixed amount of Euro 0.27 per share.
Telefónica´s Board of Directors, at its meeting held today, has approved to distribute an interim dividend, from 2004 net income, of a fix gross amount of Euro 0.23 for each outstanding share with the right to receive dividends of the Company.Likewise, the Board of Directors has resolved to propose to the next Annual General Shareholders Meeting, the distribution of a dividend in cash, from the Additional Paid-in Capital Reserve, of a fixed amount of Euro 0.27 per share.
The Board of Directors of both Telefónica, S.A. and Terra Networks, S.A. have each adopted a Merger Plan for the acquisition of Terra Networks, S.A. by Telefónica, S.A.
The Executive Committee of Telefónica S.A., in its meeting held February 9th 2005, agreed to propose to Terra Networks S.A. the starting of negotiations leading potentially to merge both companies. The proposal under the terms of the negotiation fixes an exchange ratio of 2 shares of Telefónica S.A. of 1 Euro nominal value each for 9 shares of Terra Networks S.A. of 2 Euro nominal value each.
The publication in the Official Gazette of the Spanish Companies Registry (Boletín Oficial del Registro Mercantil Español) of the announcements for the interest payments of : (a) the Debentures Issue “March 1998” and (b) the Debentures Issue “February 2000” shall not be possible.These announcements shall, however, be published in a newspaper with national coverage in Spain.
The Company informs that on February 26th, 2005, the 41,669 debentures of the Issue “February E” registered with the Spanish National Securities Market Commission on December 7th, 1989, will be totally redeemed through the repayment of 613.338% of their nominal value of Euros 300.51 each.
The Company informs that on February 26th, 2005, the 27,349 debentures of the Issue “February B” registered with the Spanish National Securities Market Commission on December 7th, 1989, will be totally redeemed through the repayment of the 100% of their nominal value of Euros 300.51 each.
Telefónica’s Board of Directors, at its meeting held on January 26th, 2005, has agreed to propose the payment of a dividend of 0.5 euros per share for fiscal year 2004.
Telefónica Móviles completes the acquisition of BellSouth cellular operator in Argentina.
Telefónica Móviles completes the acquisition of BellSouth cellular operator in Chile.
