Regulatory News Announcement

RNS Number:8138Y
Telefonica SA
23 February 2006

                             For immediate release

Not for release, publication or distribution in or into the United States,
Canada, Australia or Japan

23 February 2006

                             RECOMMENDED CASH OFFER

                                       BY

                          GOLDMAN SACHS INTERNATIONAL

                                      AND

                        CITIGROUP GLOBAL MARKETS LIMITED

                                  ON BEHALF OF

                                TELEFONICA, S.A.

                                      FOR

                                     O2 PLC


Posting of compulsory acquisition notices

Further to its announcement on 27 January 2006 regarding its intention to
implement the procedures set out in sections 428 to 430F of the Companies Act to
acquire compulsorily the remaining O2 Shares for which it has not received
acceptances of the Offer, Telefonica announces the despatch yesterday of
compulsory acquisition notices to O2 Shareholders who have not accepted the
Offer.

The transfer of O2 Shares in accordance with the compulsory acquisition notices
will take place on or after 6 April 2006.

Acceptance of the Offer

O2 Shareholders who wish to accept the Offer and who have not already done so
should:

1.   in respect of O2 Shares in certificated form, complete, sign and return the
     Form of Acceptance, in accordance with the instructions set out in the
     Offer Document and in the Form of Acceptance, so as to be received by
     Lloyds TSB Registrars (at Princess House, 1 Suffolk Lane, London EC4R 0AX)
     as soon as possible;

2.   in respect of O2 Shares in uncertificated form (that is, in CREST), accept
     electronically through CREST, in accordance with the instructions set out
     in the Offer Document, so that the TTE instruction settles as soon as
     possible.  O2 Shareholders holding O2 Shares as a CREST sponsored member
     should refer to their CREST sponsor as only the CREST sponsor will be able
     to send the necessary 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, by completing,
     signing and returning the Form of Instruction, in accordance with the
     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,
     West Sussex BN99 6DA) as soon as possible.

Offer Document

Copies of the Offer Document are available from Lloyds TSB Registrars at
Princess 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 this
announcement.


                                    - 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 4700
Investor Relations Office

Citigroup Global Markets Limited - London              Tel:  +44 (0)20 7986 4000
Mark Simonian
William Kennish
Matthew Smith

Citigroup Global Markets Limited - Madrid              Tel:  +34 91 538 4080
Ignacio Gutierrez Orrantia

Goldman Sachs International - London                   Tel:  +44 (0)20 7774 1000
Luca Ferrari
Phil Raper (Corporate Broking)

Goldman Sachs International - Madrid                   Tel:  +34 91 700 6000
David Jimenez-Blanco
Juande Gomez-Villalba

Hudson Sandler                                         Tel:  +44 (0)20 7796 4133
Andrew Hayes                                           Fax:  +44 (0)20 7796 3480
Sandrine Gallien


Goldman Sachs International, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for
Telefonica and no one else in connection with the matters described in this
announcement and is not advising any other person and accordingly will not be
responsible to any person other than Telefonica for providing the protections
afforded to clients of Goldman Sachs International or for providing advice in
relation to the matters described in this announcement.

Citigroup Global Markets Limited, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting exclusively for
Telefonica and no one else in connection with the matters described in this
announcement and is not advising any other person and accordingly will not be
responsible to any person other than Telefonica for providing the protections
afforded to clients of Citigroup Global Markets Limited or for providing advice
in relation to the matters described in this announcement.

This announcement does not constitute, or form part of, any offer for, or any
solicitation of any offer for, securities.  Any acceptance or other response to
the Offer should be made only on the basis of information referred to in the
Offer Document.

The availability of the Offer to persons who are not resident in the United
Kingdom may be affected by the laws of their relevant jurisdiction.  Such
persons should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction.  Further details in relation to
Overseas Shareholders are contained in the Offer Document.

Unless otherwise determined by Telefonica, the Offer is not being, and will not
be, made, directly or indirectly, in or into or by the use of the mails of, or
by any means or instrumentality (including, without limitation, telephonically
or electronically) of interstate or foreign commerce of, or through any
facilities of a national securities exchange of, the United States, Canada,
Australia or Japan or any other jurisdiction if to do so would constitute a
violation of the relevant laws of such jurisdiction, and the Offer should not be
accepted by any such use, means, instrumentality or facilities or from or within
the United States, Canada, Australia or Japan or any such other jurisdiction.
Accordingly, copies of this announcement are not being, and must not be mailed
or 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 otherwise
forward, distribute or send it in, into or from the United States, Canada,
Australia or Japan.  Doing so may render invalid any purported acceptance of the
Offer.  Notwithstanding the foregoing, Telefonica will retain the right to
permit the Offer to be accepted and any sale of securities pursuant to the Offer
to be completed if, in its sole discretion, it is satisfied that the transaction
in question can be undertaken in compliance with applicable law and regulation.
The Loan Notes will not be made available to O2 Shareholders in the United
States, Canada, Australia or Japan or any other jurisdiction in respect of which
the issue of Loan Notes would be unlawful.


                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

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