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Security Cover BASE PROSPECTUS TELEFO´ NICA EMISIONES S.A.U. (incorporated with limited liability under the laws of The Kingdom of Spain) guaranteed by TELEFO´ NICA, S.A. (incorporated with limited liability in The Kingdom of Spain) A15,000,000,000 PROGRAMME FOR THE ISSUANCE OF WHOLESALE DEBT INSTRUMENTS This prospectus has been approved by the United Kingdom Financial Services Authority (the ‘‘FSA’’), which is the competent authority for the purposes of Directive 2003/71/EC (the ‘‘Prospectus Directive’’) and relevant implementing measures in the United Kingdom, as a base prospectus (the ‘‘Base Prospectus’’) issued in compliance with the Prospectus Directive and relevant implementing measures in the United Kingdom for the purpose of giving information with regard to Telefo´nica Emisiones S.A.U., Telefo´nica, S.A. and the issue of debt instruments (the ‘‘Instruments’’) under the programme described above (the ‘‘Programme’’) during the period of twelve months after the date hereof. Applications have been made to the Financial Services Authority in its capacity as competent authority under the Financial Services and Markets Act 2000 (the ‘‘FSMA’’) for Instruments issued within 12 months from the date hereof to be admitted to the official list of the FSA (the ‘‘Official List’’) and to the London Stock Exchange plc (the ‘‘London Stock Exchange’’) for such Instruments to be admitted to trading on the London Stock Exchange’s Gilt-Edged and Fixed Interest Market. References in this Base Prospectus to Instruments being ‘‘listed’’ (and all related references) shall mean that such Instruments have been admitted to the Official List and have been admitted to trading on the London Stock Exchange’s Gilt-Edged and Fixed Interest Market. The London Stock Exchange’s Gilt-Edged and Fixed Interest Market is a regulated market for the purposes of Directive 93/22/EEC (the ‘‘Investment Services Directive’’). See ‘‘Risk Factors’’ for a discussion of certain factors to be considered in connection with an investment in the Instruments. Arranger for the Programme BARCLAYS CAPITAL Dealers ABN AMRO BANCO BILBAO VIZCAYA ARGENTARIA, S.A. BNP PARIBAS BARCLAYS CAPITAL CITIGROUP COMMERZBANK AKTIENGESELLSCHAFT CREDIT SUISSE FIRST BOSTON DAIWA SECURITIES SMBC EUROPE DEUTSCHE BANK DRESDNER KLEINWORT WASSERSTEIN GOLDMAN SACHS INTERNATIONAL JPMORGAN LEHMAN BROTHERS MERRILL LYNCH INTERNATIONAL MORGAN STANLEY SANTANDER CENTRAL HISPANO SOCIE´TE´ GE´NE´RALE UBS INVESTMENT BANK 8 July 2005 Each of Telefo´nica Emisiones S.A.U. (the ‘‘Issuer’’) and Telefo´nica, S.A. (‘‘Telefo´nica’’, the ‘‘Guarantor’’ or the ‘‘Parent’’) accepts responsibility for the information contained in the Base Prospectus. To the best of the knowledge and belief of the Issuer and the Guarantor (each of which has taken all reasonable care to ensure that such is the case), the information contained in the Base Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. References herein to the ‘‘Programme Date’’ are to the date specified on the cover of the Base Prospectus. As used herein: * ‘‘Atento’’ means Atento N.V., our subsidiary that conducts our call center business. * ‘‘Telefo´nica’’, Telefo´nica Group‘‘, ‘‘Group’’ and terms such as ‘‘we’’, ‘‘us’’ and ‘‘our’’ mean Telefo´nica, S.A. and its consolidated subsidiaries unless the context otherwise requires; * ‘‘Telefo´nica de Espan˜a’’ means Telefo´nica de Espan˜a, S.A., our subsidiary that conducts our fixed line telecommunications services business in Spain, and its consolidated subsidiaries; * ‘‘Telefo´nica Mo´viles’’ means Telefo´nica Mo´viles, S.A.U., our subsidiary that conducts our worldwide wireless communications services business, and its consolidated subsidiaries; * ‘‘Telefo´nica de Contenidos’’ (formerly ‘‘Admira’’) means Telefo´nica de Contenidos, S.A.U., our subsidiary that conducts our worldwide audiovisual content and media business, and its consolidated subsidiaries; * ‘‘Telefo´nica Latinoamerica’’ means Telefo´nica International, S.A.U., our subsidiary that conducts our fixed line telecommunications business in Latin America, and its consolidated subsidiaries; and * ‘‘Terra Networks’’ (formerly ‘‘Terra Lycos’’) and the ‘‘Terra Group’’ mean Terra Networks, S.A., our subsidiary that conducts our worldwide Internet-related business, and its consolidated subsidiaries. * ‘‘Telefo´nica Publicidad e Informacio´n’’ or ‘‘TPI’’ means ‘‘Telefo´nica Publicidad en Informacio´n, S.A., our subsidiary that conducts our Directories business. The Base Prospectus should be read and construed with any amendment or supplement thereto and with any other documents incorporated by reference (see ‘‘Documents Incorporated by Reference’’) and, in relation to any Series (as defined herein) of Instruments, should be read and construed together with the relevant Final Terms (as defined herein). No person has been authorised by the Issuer or the Guarantor to give any information or to make any representation not contained in or not consistent with the Base Prospectus or any other document entered into in relation to the Programme or any information supplied by the Issuer or, as the case may be, the Guarantor or such other information as is in the public domain and, if given or made, such information or representation should not be relied upon as having been authorised by the Issuer, the Guarantor or any Dealer (as defined herein). No representation or warranty is made or implied by the Dealers or any of their respective affiliates, and neither the Dealers nor any of their respective affiliates makes any representation or warranty or accepts any responsibility, as to the accuracy or completeness of the information contained in the Base Prospectus. Neither the delivery of the Base Prospectus or any Final Terms nor the offering, sale or delivery of any Instrument shall, in any circumstances, create any implication that the information contained in the Base Prospectus is true subsequent to the date thereof or the date upon which the Base Prospectus has been most recently amended or supplemented or that there has been no adverse change in the financial situation of the Issuer, the Guarantor or the Group since the date thereof or, as the case may be, the date upon which the Base Prospectus has been most recently amended or supplemented or the balance sheet date of the most recent financial statements which are deemed to be incorporated into the Base Prospectus by reference or that any other information supplied in connection with the Programme is correct at any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. The distribution of the Base Prospectus and any Final Terms and the offering, sale and delivery of the Instruments in certain jurisdictions may be restricted by law. Persons into whose possession the Base Prospectus or any Final Terms comes are required by the Issuer, the Guarantor and the Dealers to inform themselves about and to observe any such restrictions. For 2 a description of certain restrictions on offers, sales and deliveries of Instruments and on the distribution of the Base Prospectus or any Final Terms and other offering material relating to the Instruments, see ‘‘Subscription and Sale’’. In particular, Instruments have not been and will not be registered under the United States Securities Act of 1933 (as amended) and may include Instruments in bearer form which are subject to U.S. tax law requirements. Subject to certain exceptions, Instruments may not be offered, sold or delivered within the United States or to U.S. persons. Neither the Base Prospectus nor any Final Terms may be used for the purpose of an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such an offer or solicitation. Neither the Base Prospectus nor any Final Terms constitutes an offer or an invitation to subscribe for or purchase any Instruments and should not be considered as a recommendation by the Issuer, the Guarantor, the Dealers or any of them that any recipient of the Base Prospectus or any Final Terms should subscribe for or purchase any Instruments. Each recipient of the Base Prospectus or any Final Terms shall be taken to have made its own investigation and appraisal of the condition (financial or otherwise) of the Issuer, the Guarantor and the Group. The maximum aggregate principal amount of Instruments outstanding at any one time under the Programme will not exceed A15,000,000,000 (and for this purpose, any Instruments denominated in another currency shall be translated into Euro at the date of the agreement to issue such Instruments calculated in accordance with the provisions of the Dealership Agreement as defined under ‘‘Subscription and Sale’’). The maximum aggregate principal amount of Instruments which may be outstanding at any one time under the Programme may be increased from time to time, subject to compliance with the relevant provisions of the Dealership Agreement. It is expected that the Issuer, the Guarantor, the Issue and Paying Agent, the common depositary for the Instruments and the Clearing Systems will follow certain procedures to facilitate the collection from Holders of the information referred to in ‘‘Risk Factors – Risks Relating to Withholding’’. A summary of those procedures is set out in schedule 9 to the Issue and Paying Agency Agreement and should be read together with ‘‘Taxation and Disclosure of Information in Connection with Payments’’. Such procedures may be revised from time to time in accordance with applicable Spanish laws and regulations, further clarification from the Spanish tax authorities regarding such laws and regulations and the operational procedures of the Clearing Systems. Holders must seek their own advice to ensure that they comply with all applicable procedures and to ensure the correct tax treatment of their Instruments. None of the Issuer, the Guarantor, the Arranger, the Dealers, the Paying Agents, the Registrars and the Clearing Systems assume any responsibility therefor.
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