27th Jan 2006 07:01
Telefonica SA27 January 2006 For immediate release Not for release, publication or distribution in or into the United States,Canada, Australia or Japan 27 January 2006 RECOMMENDED CASH OFFER BY GOLDMAN SACHS INTERNATIONAL AND CITIGROUP GLOBAL MARKETS LIMITED ON BEHALF OF TELEFONICA, S.A. FOR O2 PLC Level of Acceptances and Extension of the Offer Telefonica announces that as at 5.00 p.m. (London time) on 26 January 2006 validacceptances had been received in respect of a total of 7,626,894,356 O2 Shares,representing approximately 86.94 per cent. of O2's issued share capital. (Ofthese valid acceptances, valid elections for the Loan Note Alternative had beenreceived in respect of a total of 85,655,713 O2 Shares, representingapproximately 0.98 per cent. of O2's issued share capital.) None of theseacceptances were received from persons acting in concert with Telefonica. The Offer has been extended and will remain open for acceptances until 1.00 p.m.(London time) on 9 February 2006. On 31 October 2005 Telefonica announced that it had received irrevocableundertakings to accept the Offer in respect of a total of 2,820,701 O2 Shares,representing approximately 0.032 per cent. of O2's issued share capital. On 13December 2005 Telefonica announced that valid acceptances have been received inrespect of all of these O2 Shares. As a result of purchases, Telefonica holds 747,606,107 O2 Shares representingapproximately 8.52 per cent. of O2's issued share capital. Settlement of thepurchase of 59,794 O2 Shares included in this figure had yet to occur as at 5.00p.m. (London time) on 26 January 2006. Prior to the Offer being made, CasiopeaReaseguradora, S.A., a wholly-owned subsidiary of Telefonica and deemed to beacting in concert with Telefonica, held 14,422 O2 Shares, representing 0.0002per cent. of O2's issued share capital (which are not included in the paragraphbelow). Accordingly, as at 5.00 p.m. (London time) on 26 January 2006, Telefonica andits wholly-owned subsidiaries owned (including the purchase of the 59,794 O2Shares referred to above, settlement of which has yet to occur) or had receivedvalid acceptances in respect of a total of 8,374,500,463 O2 Shares, representingapproximately 95.46 per cent. of O2's issued share capital. Compulsory Acquisition Given that sufficient acceptances have now been received (or other relevantacquisitions have now been made), Telefonica announces its intention toimplement the procedures set out in sections 428 to 430F of the Companies Act toacquire compulsorily the remaining O2 Shares for which it has not receivedacceptances of the Offer. De-listing As announced by Telefonica on 23 January 2006, shareholders should note thatTelefonica intends to procure that O2 applies to the FSA for the cancellation ofO2's listing on the Official List of the FSA and to the London Stock Exchangefor the cancellation of the admission to trading of O2 Shares on the LondonStock Exchange's market for listed securities. Acceptance of the Offer O2 Shareholders who wish to accept the Offer and who have not already done soshould: 1. in respect of O2 Shares in certificated form, complete, signand return the Form of Acceptance, in accordance with the instructions set outin the Offer Document and in the Form of Acceptance, so as to be received byLloyds TSB Registrars (at Princess House, 1 Suffolk Lane, London EC4R 0AX) assoon as possible; 2. in respect of O2 Shares in uncertificated form (that is, inCREST), accept electronically through CREST, in accordance with the instructionsset out in the Offer Document, so that the TTE instruction settles as soon aspossible. O2 Shareholders holding O2 Shares as a CREST sponsored member shouldrefer to their CREST sponsor as only the CREST sponsor will be able to send thenecessary TTE instruction to CREST; and 3. in respect of holdings through the O2 Easyshare service,instruct O2 Easyshare NomineeCo to accept the Offer on their behalf, bycompleting, signing and returning the Form of Instruction, in accordance withthe instructions set out in the Offer Document and in the Form of Instruction,so as to be received by Lloyds TSB Registrars (at The Causeway, Worthing, WestSussex BN99 6DA) as soon as possible. Offer Document Copies of the Offer Document are available from Lloyds TSB Registrars atPrincess House, 1 Suffolk Lane, London EC4R 0AX. Terms defined in the offer document dated 21 November 2005 (the "Offer Document"for the purposes of this announcement) shall have the same meanings in thisannouncement. - ends - ENQUIRIES Lloyds TSB Registrars Tel: 0800 169 6946 (if calling from within the United Kingdom) Tel: +44 121 415 7593 (if calling from outside the United Kingdom) Telefonica Tel: +34 91 584 4700Investor Relations Office Citigroup Global Markets Limited - London Tel: +44 (0)20 7986 4000Mark SimonianWilliam KennishMatthew Smith Citigroup Global Markets Limited - Madrid Tel: +34 91 538 4080Ignacio Gutierrez Orrantia Goldman Sachs International - London Tel: +44 (0)20 7774 1000Luca FerrariPhil Raper (Corporate Broking) Goldman Sachs International - Madrid Tel: +34 91 700 6000David Jimenez-BlancoJuande Gomez-Villalba Hudson Sandler Tel: +44 (0)20 7796 4133Andrew Hayes Fax: +44 (0)20 7796 3480Sandrine Gallien Goldman Sachs International, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting exclusively forTelefonica and no one else in connection with the matters described in thisannouncement and is not advising any other person and accordingly will not beresponsible to any person other than Telefonica for providing the protectionsafforded to clients of Goldman Sachs International or for providing advice inrelation to the matters described in this announcement. Citigroup Global Markets Limited, which is authorised and regulated in theUnited Kingdom by the Financial Services Authority, is acting exclusively forTelefonica and no one else in connection with the matters described in thisannouncement and is not advising any other person and accordingly will not beresponsible to any person other than Telefonica for providing the protectionsafforded to clients of Citigroup Global Markets Limited or for providing advicein relation to the matters described in this announcement. This announcement does not constitute, or form part of, any offer for, or anysolicitation of any offer for, securities. Any acceptance or other response tothe Offer should be made only on the basis of information referred to in theOffer Document. The availability of the Offer to persons who are not resident in the UnitedKingdom may be affected by the laws of their relevant jurisdiction. Suchpersons should inform themselves of, and observe, any applicable legal orregulatory requirements of their jurisdiction. Further details in relation toOverseas Shareholders are contained in the Offer Document. Unless otherwise determined by Telefonica, the Offer is not being, and will notbe, made, directly or indirectly, in or into or by the use of the mails of, orby any means or instrumentality (including, without limitation, telephonicallyor electronically) of interstate or foreign commerce of, or through anyfacilities of a national securities exchange of, the United States, Canada,Australia or Japan or any other jurisdiction if to do so would constitute aviolation of the relevant laws of such jurisdiction, and the Offer should not beaccepted by any such use, means, instrumentality or facilities or from or withinthe United States, Canada, Australia or Japan or any such other jurisdiction.Accordingly, copies of this announcement are not being, and must not be mailedor otherwise forwarded, distributed or sent in, into or from the United States,Canada, Australia or Japan and all persons receiving this announcement(including nominees, trustees and custodians) must not mail or otherwiseforward, distribute or send it in, into or from the United States, Canada,Australia or Japan. Doing so may render invalid any purported acceptance of theOffer. Notwithstanding the foregoing, Telefonica will retain the right topermit the Offer to be accepted and any sale of securities pursuant to the Offerto be completed if, in its sole discretion, it is satisfied that the transactionin question can be undertaken in compliance with applicable law and regulation.The Loan Notes will not be made available to O2 Shareholders in the UnitedStates, Canada, Australia or Japan or any other jurisdiction in respect of whichthe issue of Loan Notes would be unlawful. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
TDE.L