Significant Events 2012
The Company guarantees that the information contained outlined below corresponds exactly with that submitted to the Spanish Stock Exchange Commission.
Following the Significant Event published yesterday December 12, 2012, related to the sale of Atento, Telefónica informs that, the capital gain is estimated to amount to approximately 61 million euros.
Following the Significant Event published on October 12, 2012, related to the definitive agreement reached between Telefónica, S.A. and certain companies controlled by Bain Capital for the sale of its Customer Relationship Management (CRM) business, Atento, Telefónica informs that, once the relevant regulatory authorizations have been obtained, the transaction has been completed.
The enterprise value of the transaction amounts to €1,051 million, including a vendor loan of €110 million as well as certain deferred payments for €110 million.
Among the accounting impacts arising from the transaction, it is worth mentioning the positive effect of the reduction of the Telefónica Group’s indebtedness, which is estimated at approximately €812 million as of the date of the closing of this transaction, plus subsequent improvements in debt in the following years as the deferred payments are made.
Offer to purchase preferred securities.
Today, TELEFÓNICA, S.A., through its wholly- owned subsidiary TELEFÓNICA EMISIONES, S.A.U., has launched an issue of notes guaranteed by TELEFÓNICA, S.A. in an aggregate principal amount of 400 million Swiss francs.This issue entails two tranches. The first tranche, six-year notes in an aggregate principal amount of 250 million Swiss francs, due on December 14, 2018, with coupon of 2.718% payable annually, issued at par (100%). The second tranche, ten-year notes in an aggregate principal amount of 150 million Swiss francs, due on December 14, 2022, with an annual coupon of 3.450% payable annually, issued at par (100%). The settlement and closing date is scheduled for execution on December 14th, 2012.
Telefónica, S.A. will hold a conference call with analysts at 2:00 p.m. (Madrid time) tomorrow, November 7th, 2012, to announce its 2012 third quarterly results.
Detail of the Theoretical shares assigned to be delivered in the second 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.
Telefónica reports the launch of an offer to purchase the preferred securities of Telefónica Finance USA LLC, ISIN code USU87942AA33, having a nominal value of 1,000 euros each and, concurrently and in connection therewith, an offer to sell ordinary shares of Telefónica, having a nominal value of 1 euro each, currently held as treasury stock and to subscribe for newly issued unsecured debentures of Telefónica, with a nominal value of 600 euros each.
If you are a U.S. resident or have U.S. nationality.
If you are not a U.S. resident or have not U.S. nationality
Telefónica, S.A. hereby reports that the shares offered to the market in the IPO of its subsidiary Telefónica Deutschland Holding A.G. were placed at a price of EUR 5.60 per share. The total volume of the offering amounts to 258.75 million shares (including 33.75 million over-alloted shares in connection with the greenshoe option granted to the underwritters). The total placement volume of the offering, including the greenshoe option represents 23.17 per cent of the share capital of Telefónica Deutschland Holding A.G.
Upon full exercise of the greenshoe option, the placement volume would amount to EUR 1,449 million.
The first day of trading of the shares of Telefónica Deutschland Holding AG on the regulated market (Prime Standard) of the Frankfurt Stock Exchange is expected to be tomorrow, October 30, 2012.
Further to the communication filed on October 3, 2012 (Significant Event number 174327) Telefónica, S.A. hereby reports that the number of shares in its subsidiary Telefónica Deutschland Holding A.G. (the “Company”) to be offered in the IPO, the offer period and the price range within in which investors may submit purchase orders has been determined. The commencement of the offer period is subject to the prior approval of the securities prospectus by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin) and, once approved, the prospectus will be available at the Company’s website.
Telefónica S.A. has reached a definitive agreement, with companies controlled by Bain Capital for the sale of its Customer Relationship Management (CRM) business, Atento.
The enterprise value of the transaction amounts to 1,039 million euros, including 110 million Euros of a contingent deferred payment and vendor financing provided by Telefónica for an amount of 110 million euros.
Furthermore, a Framework Agreement for the Provision of Services to govern the relationship of Atento as service provider to the Telefónica Group for a nine year period has been signed.
The transaction is subject, among other conditions, to the relevant regulatory authorisations and is expected to be completed by no later than December 31, 2012.
Today, TELEFÓNICA, S.A., through its wholly- owned subsidiary TELEFÓNICA EMISIONES, S.A.U.,r under its Guaranteed Euro Medium Term Note Programme (EMTN Programme), has launched an issue of Notes guaranteed by TELEFÓNICA, S.A. in the Euro market amounting 1,200 million euro. These Notes, due on January 20th, 2020, pay an annual coupon of 4.71% and have a reoffer price of 100%. Settlement and closing date is scheduled for execution on October 19th, 2012.
Telefónica Group is preparing a public offering of Telefónica Deutschland Holding AG (the Company), that it is expected to take place during the fourth quarter of 2012. The Company aims to list its shares on the regulated market (Prime Standard) of the Frankfurt Stock Exchange.
As of today, it has not yet been determined the percentage of equity to be placed in its public offering but, in any case, Telefónica Group will remain the majority shareholder of the Company.
The Board of Directors of Telefónica S.A., meeting today in an extraordinary session, unanimously decided to approve the proposal by the President and accordingly to appoint José María Álvarez-Pallete as the new Chief Operating Officer (COO) of the company. Mr Álvarez-Pallete had until now been in charge of operations in Europe. To replace him in his position as the head of this region, Eva Castillo, until today a member of the Board of Directors of the Company, has been appointed Chairwoman and CEO of Telefónica Europe, while maintaining her position on the Board of Telefónica S.A.
Today, TELEFÓNICA, S.A., through its wholly- owned subsidiary TELEFÓNICA EMISIONES, S.A.U., under its Guaranteed Euro Medium Term Note Programme (EMTN Programme) filed with the Financial Services Authority (FSA) in London on June 12th, 2012, has made a reopening issuance of the 750 million euro senior 5.811% Telefónica Emisiones, S.A.U. due on September 5th, 2017 for 250 million euro, reaching an aggregate notional amount of 1,000 million euros.
The reopening placement is due on September 5th, 2017, pay an annual coupon of 5.811% and have a reoffer price of 103.704%. Settlement and closing date is scheduled for execution on September 19th, 2012.
Today, TELEFÓNICA, S.A., through its wholly- owned subsidiary TELEFÓNICA EMISIONES, S.A.U., under its EMTN Programme, has launched an issue of Notes guaranteed by TELEFÓNICA, S.A. in the Euro market amounting 750 million euro. These Notes, due on September 5th, 2017, pay an annual coupon of 5.811% and have a reoffer price of 100%. Settlement and closing date is scheduled for execution on September 19th, 2012.
Following the significant event published on June 10, 2012, related to the Agreement between Telefónica, S.A. (through its 100% subsidiary, Telefónica Internacional, S.A.U. – hereinafter “Telefónica”-), and China United Network Communications Group Company Limited (through a 100% owned subsidiary), for the acquisition by this last company of 1,073,777,121 shares of China Unicom -Hong Kong- Limited, owned by Telefónica (equivalent to 4.56% of the share capital), the Company informs that, after obtaining the relevant regulatory authorizations, the transaction has been completed, having received Telefónica HK $ 10,748 million (approximately € 1,142 million).
The Board of Directors has decided that under the criteria of prudent administration it is in the best interest of all Telefónica’s stakeholders that the dividend and share buyback program corresponding to 2012 be cancelled (including November 2012 and May 2013 cash and scrip payments, respectively) as a one-time exceptional measure.
The Company will resume its shareholder remuneration in 2013 by paying a dividend of 0.75 euros per share. The Company intends to pay in two tranches: a first payment in Q4 2013 and a second one in Q2 2014.
Also, with regard to the compensation of the Members of the Board, the Board of Directors has decided to apply a reduction of 20% on their compensation. With respect to the Executives, including the Chairman, the remaining Executive Directors and the Senior Executives, there will also be a reduction of around 30% of their total compensation as a result of (i) the reduction of their remuneration in kind due to the fact that no shares will be vested under the share plan (PSP) and (ii) other reductions already carried out during the first half of the year.
Telefónica, S.A. continues the divestment process of its stake in its subsidiary, Atento Inversiones y Teleservicios, S.A. Unipersonal, having received as part of that process several proposals from third parties, whose terms and conditions are being analyzed by the Company.
Telefónica, S.A. hereby reports that following the agreement reached in March with the Colombian Government, as of 29th of June the closing of the merger process between Telefónica Móviles Colombia, S.A and Colombia Telecomunicaciones, S.A. ESP has taken place. Consequently, Telefónica holds 70% of the share capital of the resulting Company while the Government controls the remaining 30%.
As a result of the merger, consolidated net financial debt of Telefónica will be reduced at the end of the second quarter of 2012 by approximately 1,450 million euros.
The credit rating agency Moody’s Investors Service published its decision to lower the long-term credit rating of Telefónica, S.A. from Baa1 to Baa2. At the same time, the rating agency’s short-term credit rating remained at P-2. Long and shortterm ratings are on review for further downgrade.
Telefónica, S.A. and China United Network Communications Group Company Limited (“Unicom Parent”) have signed a definitive agreement under which the latter will acquire 1,073,777,121 shares of China Unicom (Hong Kong) Limited (“China Unicom”), owned by Telefonica (equivalent to 4.56% of the share capital of China Unicom), at a price of HK$10.21 per share, for a total amount of HK$10,963.3 million, approximately € 1,128.9 million at current exchange rates.
This transaction will allow Telefónica, S.A. to increase its financial flexibility, while at the same time it will continue to be a key shareholder of China Unicom, with a 5.01% stake.
Telefónica has undertaken not to sell over a period of 12 months from the date of the agreement the shares of China Unicom.
Furthermore, Mr. César Alierta, Chairman of Telefónica, S.A. will continue to be a Board Director of China Unicom, while Mr. Chang Xiaobing, Chairman of China Unicom, will remain as member of the Board of Directors of Telefónica, S.A.
The Company reports that on June 1st, the free allotment rights trading period for the paid-up capital increase ended.
Consequently, the share capital of Telefónica, S.A. now stands at 4,551,024,586 euros, divided in 4,551,024,586 shares.
The starting date of ordinary trading of the new shares on the Spanish Stock Exchanges and on the Automated Quotation System (Sistema de Interconexión Bursátil Español) is estimated to be on June 13th.
Telefónica and Vodafone have announced their intention to strengthen their existing network collaboration in the United Kingdom.
The Board of Directors of TELEFÓNICA, at its meeting held today, has established to proactively manage the Company’s assets’ portfolio, accelerating the disposal process of non-core assets.
Likewise, the Board of Directors has analysed and reflected upon the distribution mix of 2012 shareholder remuneration.
All these measures reflect the Company’s commitment to increase its financial flexibility and reach a leverage ratio (measured as Net Debt/OIBDA) below 2.35 x in 2012, while maintaining an attractive remuneration for its shareholders.
Pursuant to the resolution adopted by the shareholders of TELEFÓNICA, S.A. at their Annual General Meeting ,the Board of Directors has resolved to execute the capital reduction of the Company by the cancellation of own shares. Therefore, 84,209,363 of the own shares of TELEFÓNICA, S.A. have been cancelled, reducing the company’s share capital by the sum of 84,209,363 euros, which now stands at 4,479,787,122 euros.
On Thursday May 24th, the credit rating agency Standard & Poor´s Rating Services (S&P’s) published its decision to lower the long-term credit rating of Telefónica, S.A. from BBB+ outlook negative to BBB outlook negative. At the same time, the rating agency’s short-term credit rating remained at A-2.
The Annual General Shareholders’ Meeting of TELEFÓNICA, S.A. held at second call today, May 14, 2012, with the attendance, present or represented, representing 54.28 % of the share capital of the Company, has approved by a majority of votes all the resolutions submitted by the Board of Directors for deliberation and vote by the General Shareholders’ Meeting. According to the shareholder remuneration policy, the Annual General Shareholders´ Meeting of Telefónica, S.A., at its meeting held today, has agreed a dividend distribution charged to Unrestricted Reserves, of a fixed gross amount of 0.53 Euro for each Company share issued, in circulation and carrying entitlement to this distribution.
Telefónica, S.A. has resolved to call the Annual General Shareholders’ Meeting of the Company to be held in Madrid, at the Recintos Feriales de IFEMA (Feria de Madrid) del Campo de las Naciones, Parque Ferial Juan Carlos I, Pabellón 9, on May 13, 2012 at 1:00 p.m. on first call, or, in the event that the legally required quorum is not reached and therefore the Meeting cannot be held on first call, on May 14, 2012 on second call, at the same place and time. To this end, the following documents are hereby enclosed to this report:
– Full text of the official calling.
– Full text of the proposals to be submitted for approval of the Annual General Shareholders’ Meeting.
Telefónica, S.A. hereby reports that Telefónica Móviles Colombia, S.A., Colombia Telecomunicaciones, S.A. ESP (a company 52% owned by Telefónica Group and 48% by the Colombian government ) and the Government have reached a final agreement yesterday to restructure their fixed and mobile business in Colombia.
Telefónica, S.A. has filed with the U.S. Securities and Exchange Commission its annual report on form 20-F for the year ended December 31, 2011.
Today, TELEFÓNICA, S.A., through its wholly-owned subsidiary TELEFÓNICA EMISIONES, S.A.U., under its Guaranteed Euro Medium Term Note Programme (EMTN Programme), has launched an issue of Notes guaranteed by TELEFÓNICA, S.A. in the Eurobond market amounting 700 million sterling pounds. These eight (8) year Notes pay an annual coupon of 5.597% and have a reoffer price of 100%. Settlement and closing date is scheduled for execution on March 12th , 2012.
Telefónica de Contenidos, S.A.U., a wholly-owned company by Telefónica, S.A., has reached an agreement today with Abertis Telecom, S.A. to sell the 13.23% stake of Hispasat S.A. owned by Telefónica de Contenidos, S.A.U. The transaction amounts to 124 million Euros, and Telefónica de Contenidos, S.A.U. will receive such amount in cash upon the closing of the transaction. The closing is subject, among other conditions, to the approval of the Council of Ministers.
Today, TELEFÓNICA, S.A., through its wholly- owned subsidiary TELEFÓNICA EMISIONES, S.A.U., under its Guaranteed Euro Medium Term Note Programme (EMTN Programme) filed with the Financial Services Authority (FSA) in London on June 20th, 2011, has launched an issue of Notes guaranteed by TELEFÓNICA, S.A. in the Euro market amounting 1,500 million euro. These Notes, due on February 21st, 2018, pay an annual coupon of 4.797% and have a reoffer price of 100%. Settlement and closing date is scheduled for execution on February 21st, 2012.
