CNMV communications

Significant Events 2016

The Company guarantees that the information contained outlined below corresponds exactly with that submitted to the Spanish Stock Exchange Commission.


The Company informs that on November 29, 2016, the free-of charge allotment rights trading period for the free-of-charge capital increase related to the shareholder compensation by means of a scrip dividend (“Telefónica’s Flexible Dividend”), ended.

Telefónica, S.A. announces that the 100% of the share capital of Televisión Federal, S.A., (“Telefé”), which was indirectly owned by Telefónica, S.A., has been sold today to Viacom International Inc.

In relation to the Significant Event filed on October 27, 2016, (under register number 244096), Telefónica, S.A. informs that the Executive Commission, at its meeting held today, has agreed the implementation of a capital increase related to the shareholder compensation by means of a scrip dividend (“Telefónica’s Flexible Dividend”), approved by the Annual General Shareholders´ Meeting, held on May 12, 2016 under section VIII.2 of its agenda.

Today, November 7, 2016 the credit rating agency Moody´s Investors Service (Moody’s) has published its decision to lower the long-term credit rating of Telefónica,S.A. from Baa2 to Baa3.

Dividends Policy.

Telefonica’s Board of Directors has agreed that on the Executive Commission scheduled for November 11, 2016, the appropriate corporate resolutions to carry out the execution of the free-of-charge capital increase, related to the shareholder compensation by means of a scrip dividend (“Telefónica’s Flexible Dividend”), approved by the Annual General Shareholder’s Meeting held on May 12, 2016, should be adopted.

The Company informs that, pursuant to the resolution of the share capital reduction, by the cancellation of own shares, adopted by the Annual General Shareholders’ Meeting of Telefónica held on May 12, 2016, the public deed of this share capital reduction has been registered in the Madrid Mercantile Registry (Registro Mercantil).

Today, Telefónica Emisiones, SAU has launched an issuance of Notes guaranteed by TELEFÓNICA, S.A. in the Euro market in an aggregate principal amount of 2,000 million euros.

In relation to the offering of shares in its telecommunication infrastructures subsidiary Telxius Telecom, S.A.U. (“Telxius”), Telefónica, S.A. (“Telefónica”) in agreement with the Joint Global Coordinators has decided to abandon the offering, not considering adequate the valuation of the company Telxius implicit in the purchase orders received. Telefónica confirms that it will continue analyzing strategic alternatives in relation to such asset.

If you are a U.S., Australian, Canadian, South African or Japanese resident or have U.S., Australian, South African, Canadian or Japanese nationality.

  • In relation to offering – Residents

If you are not a U.S., Australian, Canadian, South African or Japanese resident nor have U.S., Australian, Canadian, South African or Japanese nationality.

  • In relation to offering – No Residents
    PDF | 145 KB

The Company announces that it will proceed to carry out the corresponding share capital reduction, adopted by the Annual General Shareholders’ Meeting of Telefónica, S.A., held on May 12, 2016.

Telefónica announces that today the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores) has approved and registred the prospectus for the offering of shares in its telecommunication infrastructures subsidiary Telxius Telecom, S.A.U.

If you are a U.S., Australian, Canadian, South African or Japanese resident or have U.S., Australian, South African, Canadian or Japanese nationality.

  • Telefónica announces – Residents

If you are not a U.S., Australian, Canadian, South African or Japanese resident nor have U.S., Australian, Canadian, South African or Japanese nationality.

  • Telefónica announces – No Residents
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The issuance of Undated Deeply Subordinated Guaranteed Fixed Rate Reset Securities of TELEFÓNICA EUROPE B.V., with the subordinated guarantee of TELEFÓNICA, S.A., has been issued and paid-up, with a face value of 1,000 million euros.

Issuance of Undated Deeply Subordinated Guaranteed Fixed Rate Reset Securities by Telefonica Europe, B.V. with the subordinated guarantee of Telefonica.

Telefónica announces its intention to proceed with an offering of shares of its telecommunications infrastructure subsidiary Telxius Telecom, S.A.U., addressed to qualified investors.

If you are a U.S., Australian, Canadian, South African or Japanese resident or have U.S., Australian, South African, Canadian or Japanese nationality.

  • Telefónica announces – Residents

If you are not a U.S., Australian, Canadian, South African or Japanese resident nor have U.S., Australian, Canadian, South African or Japanese nationality.

  • Telefónica announces – Not Residents
    PDF | 114 KB

Telefónica announces that it is considering various strategic options with respect to its United Kingdom subsidiary (O2 UK).

Telefónica announces the sale of the 1.51 % of the share capital of China Unicom (Hong Kong) Limited, by a block trade process.

Following the Significant Event published on May 11, 2016 (under registration number 238477) in relation to the European Commission decision to prohibit the sale of Telefónica’s subsidiary in the UK (O2 UK) to Hutchison Whampoa Group, Telefónica informs that upon the publication of its 2016 first half results, Telefónica’s operations in the UK will no longer be reported as discontinued operations within Telefónica Group and all its assets and liabilities will cease to be reported as “held for sale”, and will be reclassified back into full consolidation within Telefónica Group financial statements, according to IFRS.

The Annual General Shareholders’ Meeting of TELEFÓNICA, S.A. held at second call today, May 12, 2016, with the attendance, present or represented, of shareholders holding shares representing 56.13 % 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.

Further to the Significant Event released today (under registration number 238554), the company announces that, according to the shareholder remuneration policy, pursuant to the resolution adopted by the Annual General Shareholders´ Meeting of Telefónica, S.A., at its meeting held today, had been agreed a dividend distribution charged to Unrestricted Reserves, of a fixed gross amount of 0.40 Euro for each Company share issued, in circulation and carrying entitlement to this distribution, (Record Date: Wednesday, May 18, 2016). This payment will be made as follows, in all events subject to the provisions of the applicable tax legislation.

Following the Significant Event published on March 24, 2015, (under registration number 220609) in relation to the definitive agreement reached between Telefónica and Hutchison Whampoa Group for the potential acquisition by the latter of the Telefónica subsidiary in the UK (O2 UK), Telefonica informs that the European Commission has announced its decision to prohibit the transaction under the European Union merger regulations.

The Company announces changes in the Board of Directors Committees.

The Board of Directors of Telefónica, S.A. at its meeting held today, on a proposal from its Audit and Control Committee and as a result of a transparent competitive process, has resolved to propose to the next Ordinary General Shareholders Meeting the appointment of PricewaterhouseCoopers Auditores S.L as statutory auditor for the Annual Accounts of Telefonica, S.A. and its Consolidated Group of Companies for the years 2017, 2018 and 2019.

Telefonica’s Board of Directors, at its meeting held today, has agreed to appoint Mr. José María Álvarez-Pallete López as Chairman of the Board of Directors and of the Executive Commission, replacing Mr. César Alierta Izuel, who will remain in the Board of Directors of the Company as a member, although he will not remain as member of the Executive Committee. Moreover Mr. César Alierta maintains his position as Executive Chairman of Fundación Telefónica.

The Company informs about the Board of Directors and its Committees changes.

The Board of Directors of TELEFÓNICA, S.A has resolved to call the Annual General Shareholders’ Meeting to be held in Madrid, at the Recinto Ferial de la Casa de Campo, Pabellón de Cristal, Avenida de Portugal, sin número, at 1:00 p.m. on May 12, 2016 on second call, in the event that the legally required quorum is not reached and therefore the Meeting cannot be held on the first call that is hereby called on May 11, 2016 at the same place and time.

See Press Release attached.

Further to Relevant Events notices nos. 235,833 and 235,865 published on March 2, 2016 in relation to the issue by TELEFÓNICA of equity-linked bonds (the “Bonds”), via its wholly-owned subsidiary Telefónica Participaciones, S.A.U. (the “Issuer”), we hereby announce that the reference price of the TELEFÓNICA shares for the purpose of the Cash-Settlement Option (defined as Conversion Price in the terms of the Bonds) has been set at 11.9215 euros.

If you are a U.S., Australian, Canadian, South African or Japanese resident or have U.S., Australian, South African, Canadian or Japanese nationality.

  • Further to Events – Residents

If you are not a U.S., Australian, Canadian, South African or Japanese resident nor have U.S., Australian, Canadian, South African or Japanese nationality.

  • Further to Events – Not Residents
    PDF | 104 KB

Telefónica has decided to carry out an issue of cash-settled equity-linked bonds for placement among qualified investors on the international market. The bonds will be issued by Telefónica Participaciones, S.A.U., and guaranteed by TELEFÓNICA.

If you are a U.S., Australian, Canadian, South African or Japanese resident or have U.S., Australian, South African, Canadian or Japanese nationality.

  • Telefónica has decided – Residents

If you are not a U.S., Australian, Canadian, South African or Japanese resident nor have U.S., Australian, Canadian, South African or Japanese nationality.

  • Telefónica has decided – Not Residents
    PDF | 45 KB

Further to Relevant Event notice no. 235,833 published on this date in relation to the issue by TELEFÓNICA of cash-settled equity-linked bonds (the “Bonds”), via its subsidiary Telefónica Participaciones, S.A.U. (the “Issuer”), we hereby announce that, once the bookbuild carried out by the Joint Bookrunners has concluded, the final terms of the Bonds have been set.

If you are a U.S., Australian, Canadian, South African or Japanese resident or have U.S., Australian, South African, Canadian or Japanese nationality.

  • Further to Event – Residents

If you are not a U.S., Australian, Canadian, South African or Japanese resident nor have U.S., Australian, Canadian, South African or Japanese nationality.

  • Further to Event – Not Residents
    PDF | 111 KB

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, 2015.

Press Release regarding the news published in the media.

If you are a U.S., Australian, Canadian, South African or Japanese resident or have U.S., Australian, South African, Canadian or Japanese nationality.

  • The news published – Residents

If you are not a U.S., Australian, Canadian, South African or Japanese resident nor have U.S., Australian, Canadian, South African or Japanese nationality.

  • The news published – Not Residents
    PDF | 99 KB

Telefónica España has signed the 1st Collective Agreement of Related Companies (“CEV”), wholly backed by the largest trade unions. Said agreement considers, among other elements, an “Individual Suspension Plan”, which is entirely voluntary in the period 2016-2017.

On the date hereof, January 12, 2016, DTS, Distribuidora de Television Digital, S.A.U. (“DTS”) and Mediaproducción, S.L.U. (“Mediapro”) have reached an agreement for the broadcasting of the thematic pay TV channel called “BeIN Sports LaLiga” with contents of the Spanish National League Championship First and Second Division and the Copa del S.M. el Rey, corresponding to the three seasons 2016/17, 2017/18 and 2018/19.

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