28th Jul 2006 17:48
Telefonica SA28 July 2006 Further to the Significant Event released on July 24th 2006, TELEFONICA, S.A.and TELEFONICA MOVILES, S.A., as provided in article 82 of the SpanishStock Market Act (Ley del Mercado de Valores), hereby report the following SIGNIFICANT EVENT 1.- Last day of trading for TELEFONICA MOVILES shares and ADSs. As indicated by the Significant Event registered on July 24th 2006, it isexpected that the Deed of the Merger by Absorption of TELEFONICA MOVILES,S.A. ("TELEFONICA MOVILES") by TELEFONICA, S.A. ("TELEFONICA") willbe recorded with the Commercial Registry of Madrid tomorrow, July 29th, 2006,and accordingly today, Friday, July 28 th, 2006, will be the last day of tradingfor shares of TELEFONICA MOVILES on the Spanish stock exchanges and ofTELEFONICA MOVILES American depositary shares ("TELEFONICA MOVILESADSs") on the New York Stock Exchange. 2.- Expected exchange date for TELEFONICA MOVILES shares and ADSs. In accordance with the above, it is expected that on Monday, July 31, 2006,holders of TELEFONICA MOVILES shares that are beneficiaries of theexchange will receive the TELEFONICA shares delivered in the exchange, afterthe execution by IBERCLEAR of the settlements that are customary in these typesof transactions. Furthermore, it is also expected that beginning on Monday, July31, 2006, holders of TELEFONICA MOVILES ADSs that are beneficiaries of theexchange will receive the TELEFONICA American depositary shares ("TELEFONICA ADSs") delivered in the exchange. 3.- Acquisition Price of the odd-lots in TELEFONICA MOVILES shares or ADSs. According to the procedure agreed by TELEFONICA and TELEFONICA MOVILESin order to facilitate the exchange by TELEFONICA MOVILES shareholders whohold of a number of TELEFONICA MOVILES shares that is not a multiple offive (5), we hereby inform that the acquisition price of the odd-lots,determined based on the arithmetic mean of the average weighted trading pricesof TELEFONICA MOVILES shares on the Automated Quotation System (Sistema deInterconexion Bursatil) (Continuous Market) for the last three trading sessionsfor TELEFONICA MOVILES stock (July 26th, 27h and 28th, 2006), as stated inthe resolution passed by the respective General Shareholders' Meetings, is 10.54euros per share. Regarding the exchange of TELEFONICA MOVILES ADSs, fractional entitlementsto TELEFONICA ADSs will be aggregated and the corresponding TELEFONICAADSs will be sold on the New York Stock Exchange as promptly as practicablefollowing July 31, 2006. The net cash proceeds of the sale of such TELEFONICAADSs will be delivered to the surrendering holders of TELEFONICA MOVILESADSs promptly following such sale, except in the case of TELEFONICAMOVILES ADSs represented by American depositary receipts ("ADRs"), in whichcase Holders of ADRs will need to surrender such ADRs prior to receipt ofTELEFONICA ADSs and delivery of the net cash proceeds of the sale ofTELEFONICA ADSs fractional entitlements (subject to all applicableescheatment laws in the United States). Madrid, July 28th 2006 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
TDE.L