Criteria Caixa Updates Telefónica Stake Filing

TL;DR

Criteria Caixa filed an update on its Telefónica stake. No major changes disclosed yet.

AI Summary

Criteria Caixa, S.A.U. filed an amendment (No. 1) to its Schedule 13D on June 27, 2024, regarding its holdings in Telefónica, S.A. The filing indicates a change in the reporting person's beneficial ownership of Telefónica's ordinary shares. No specific dollar amounts or new share counts were detailed in this amendment, but it signifies an update to Criteria Caixa's stake.

Why It Matters

This filing is an update to a significant shareholder's disclosure, providing transparency on ownership changes for Telefónica, S.A.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or shifts in control, warranting attention from investors.

Key Players & Entities

• Criteria Caixa, S.A.U. (company) — Reporting person filing the Schedule 13D/A
• Telefónica, S.A. (company) — Subject company of the filing
• Adolfo Feijóo Rey (person) — General Counsel authorized to receive notices

FAQ

Filing Documents

• dp213639_sc13da.htm (SC 13D/A) — 59KB
• dp213639_ex9902.htm (EX-99.1) — 102KB
• image_001.jpg (GRAPHIC) — 2KB
• 0000950103-24-009301.txt ( ) — 166KB

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration .

is hereby amended and restated to read in its entirety as follows

Item 3 is hereby amended and restated to read in its entirety as follows: Criteria Caixa acquired the Ordinary Shares reported in this Schedule 13D as a result of the Prior Purchases, the Original SPA and the A&R SPA (each such term as defined below). Between December 27, 2017 and April 4, 2024, Criteria Caixa acquired 196,425,060 Ordinary Shares from various holders in the open market and in over-the-counter transactions (collectively, the “ Prior Purchases ”). The aggregate purchase price of such Ordinary Shares was approximately €1,013,328,705, which Criteria Caixa funded from its working capital. On April 5, 2024, Criteria Caixa entered into a Share Purchase Agreement (the “ Original SPA ”) with Goldman Sachs International (the “ Dealer ”) to purchase an aggregate of 91.5 million Ordinary Shares (the “ Original Sold Shares ”). The Dealer sold the Original Sold Shares to Criteria Caixa on the date of the Original SPA in exchange for payment of an initial price of €3.977 per Original Share (or €363,895,500 in the aggregate) (the “ First Share Sale Price ”) based on the last closing price of the Ordinary Shares prior to execution of the Original SPA, which Criteria Caixa funded from its working capital. On June 27, 2024, Criteria Caixa and the Dealer entered into an Amended and Restated Share Purchase Agreement (the “ A&R SPA ”), amending and restating the Original SPA. Pursuant to the A&R SPA, the Dealer sold an additional 278.8 million Ordinary Shares (the “ Additional Sold Shares ”, and the Additional Sold Shares together with the Original Sold Shares, the “ Number of Shares ”) to Criteria Caixa on the date of the A&R SPA in exchange for payment of an initial price of €3.993 per Additional Sold Share (or €1,113,142,853 in the aggregate) (the “ Second Share Sale Price ”) based on the last closing price of the Ordinary Shares prio

Purpose of Transaction

Item 4. Purpose of Transaction .

is hereby amended and restated to read in its entirety as follows

Item 4 is hereby amended and restated to read in its entirety as follows: The information set forth in or incorporated by reference in Item 3 and Item 6 of this Schedule 13D is hereby incorporated by reference in its entirety into this Item 4. Criteria Caixa acquired the Ordinary Shares described in this Schedule 13D for investment purposes. Criteria Caixa’s investment policy focuses on companies with an attractive dividend policy, which dividends are used to fund ”la Caixa” Foundation’s welfare projects. Criteria Caixa’s investment in Telefónica has historically served such purpose, having yielded to Criteria Caixa a total of €42 million in dividends in 2023. Criteria Caixa believes that its further investment in Telefónica through the transactions described in this Schedule 13D will continue to support Criteria Caixa’s key priority to provide the funding that allows ”la Caixa” Foundation to carry out its welfare projects. As a target, Criteria Caixa intends to reach a maximum of 10.01% of Telefónica’s share capital by acquiring additional Ordinary Shares when the administrative authorizations required for the acquisition of an indirect stake equal to or greater than 10.0% in certain regulated subsidiaries of Telefónica have been obtained. Criteria Caixa may further review its investment in Telefónica and have discussions with representatives of Telefónica and/or other stockholders of Telefónica from time to time and, as a result thereof, may at any time and from time to time determine to take any available course of action and may take any steps to implement any such course of action. Mr. Isidro Fainé Casas, director and non-executive Chairman of Criteria Caixa, currently serves as a director and non-executive Vice-Chairman of Telefónica’s board of directors and executive committee and therefore will engage in regular discussions with

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer . Items 5(a) and 5(b) are hereby amended and restated to read as follows: (a) Telefónica had 5,670,161,554 Ordinary Shares outstanding as disclosed in Telefónica’s corporate website on the date hereof. Criteria Caixa beneficially owned 566,698,627 Ordinary Shares, representing approximately 10.0% (rounded up to the nearest tenth from 9.99%) of the total outstanding Ordinary Shares as of the date hereof. Mr. Fainé, director and non-executive Chairman of Criteria Caixa and director and non-executive Vice-Chairman of Telefónica’s board of directors and executive committee, beneficially owned 734,461 Ordinary Shares, representing approximately 0.0% (rounded off to the nearest tenth from 0.013%) of the total outstanding Ordinary Shares as of the date hereof. Mr. Javier Godó Muntañola, director and Second Deputy Chairman of Criteria Caixa, beneficially owned 293 Ordinary Shares, representing approximately 0.0% (rounded off to the nearest tenth from 0.000005%) of the total outstanding Ordinary Shares as of the date hereof. Mr. Enrique Alcántara-García Irazoqui, director of Criteria Caixa, beneficially owned 74,473 Ordinary Shares, representing approximately 0.0% (rounded off to the nearest tenth from 0.001%) of the total outstanding Ordinary Shares as of the date hereof. Mr. José Antonio Asiáin Ayala, director of Criteria Caixa, beneficially owned 18,563 Ordinary Shares, representing approximately 0.0% (rounded off to the nearest tenth from 0.0003%) of the total outstanding Ordinary Shares as of the date hereof. Mr. Marcos Contreras Manrique, director of Criteria Caixa, beneficially owned 472 Ordinary Shares, representing approximately 0.0% (rounded off to the nearest tenth from 0.00001%) of the total outstanding Ordinary Shares as of the date hereof. Ms. Isabel Estapé Tous, director of Criteria Caixa, beneficially owned 67,700 Ord

is hereby amended and restated to read as follows

Item 6 is hereby amended and restated to read as follows: On April 5, 2024, Criteria Caixa entered into the Original SPA with the Dealer to purchase the Original Sold Shares. The Dealer sold the Original Sold Shares to Criteria Caixa on the date of the Original SPA in exchange for payment of the First Share Sale Price. On June 27, 2024, Criteria Caixa and the Dealer entered into the A&R SPA, amending and restating the Original SPA. Pursuant to the A&R SPA, the Dealer sold the Additional Sold Shares to Criteria Caixa on the date of the A&R SPA in exchange for payment of the Second Share Sale Price. The A&R SPA amends the terms of the Original SPA to provide that the Benchmark Price for the Number of Shares will generally be based on the daily volume-weighted average price of the Ordinary Shares during the calculation period of the A&R SPA minus a discount, with such Benchmark Price subject to adjustment pursuant to the terms and conditions of the A&R SPA and not to exceed an agreed cap price. At final settlement of the transactions under the A&R SPA, which is expected to occur no later than the second quarter of 2025, with respect to each of the Number of Shares (i) if the Benchmark Price exceeds the Initial Price, Criteria Caixa will pay such excess to the Dealer, and (ii) if the Initial Price exceeds the Benchmark Price, the Dealer will pay such excess to Criteria Caixa. The foregoing description of the Original SPA and the A&R SPA does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, which are attached as Exhibits 99.1 and 99.2 hereto, respectively, and are incorporated herein by reference. Page 6 of 8 Pages Except as described above or elsewhere in this Schedule 13D, neither Criteria Caixa, nor to its knowledge, any of the persons set forth in Schedule A hereto, has any other contracts, arrangements, understandings or relationships (legal or otherwise) with any persons with respect to any securitie

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits .

is hereby amended and restated to read as follows

Item 7 is hereby amended and restated to read as follows: Exhibit No. Description 99.1 Original SPA between Criteria Caixa and the Dealer, dated April 5, 2024 (incorporated by reference to Exhibit 99.1 to the Initial Statement). 99.2 A&R SPA between Criteria Caixa and the Dealer, dated June 27, 2024 Page 7 of 8 Pages SIGNATURE After reasonable inquiry and to the best of his knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct. Dated: July 1, 2024 CRITERIA CAIXA, S.A.U. By: /s/ Ángel Simón Grimaldos Name: Ángel Simón Grimaldos Title: Chief Executive Officer Page 8 of 8 Pages

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View this SC 13D/A filing on SEC EDGAR