Not for distribution in or into or to any person located or
resident in the United States, its territories and possessions, any
state of the United States or the district of Columbia (including
Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake
Island and the Northern Mariana Islands) or in or into or to any
person located or resident in any other jurisdiction where it is
unlawful to distribute this document.
PRESS RELEASE
TELECOM ITALIA S.p.A. ANNOUNCES TENDER OFFERS ON ITS NOTES FOR AN
AMOUNT OF 500 MILLION EUROS
Milan, 7 March 2014 Telecom Italia S.p.A. (the Company) hereby
announces that it is inviting eligible Noteholders of its
750,000,000 4.75 per cent. Notes due 2014 (the 2014 Notes);
750,000,000 4.625 per cent. Notes due 2015 (the 2015 Notes);
1,000,000,000 5.125 per cent. Notes due 2016 (the January 2016
Notes); and 850,000,000 8.25 per cent. Notes due 2016 (the March
2016 Notes and, together with the 2014 Notes, the 2015 Notes, and
the January 2016 Notes, the Notes and each a Series) to tender
their Notes for purchase by the Company for cash (such invitation
in respect of the 2014 Notes, the 2014 Notes Offer, in respect of
the 2015 Notes and January 2016 Notes, the Fixed Spread Offers, and
in respect of the March 2016 Notes, the March 2016 Notes Offer and
together, the Offers). The Offers are made on the terms and subject
to the conditions set out in the tender offer memorandum dated 7
March 2014 (the Tender Offer Memorandum) prepared in connection
with the Offers, and is subject to the offer and distribution
restrictions set out below. Capitalised terms used in this
announcement and not otherwise defined have the meanings ascribed
to them in the Tender Offer Memorandum.
Outstanding Nominal Amount 556,800,000 Benchmark Rate N/A Fixed
Purchase Price 100.7% i.e. 50,350 for each 50,000 in nominal amount
of 2014 Notes validly tendered and accepted for purchase N/A
Purchase Spread N/A Maximum Purchase Spread N/A Amount subject to
the Offers Subject as set out herein, up to 500,000,000 in
aggregate nominal amount of all Notes validly tendered and accepted
for purchase of which up to 125,000,000 in aggregate nominal amount
of March 2016 Notes that were validly tendered and accepted for
purchase
Notes 2014 Notes
ISIN XS0254905846
2015 Notes
XS0794393040
750,000,000
2015 Notes Interpolated Mid-Swap Rate January
1
65 bps
N/A
January
XS0583059448
1,000,000,000
N/A
105 bps
N/A
2016 Notes
2016 Notes Interpolated Mid-Swap Rate XS0418508924 850,000,000
March 2016 Notes Interpolated Mid-Swap Rate N/A To be determined
pursuant to a modified Dutch auction, as set out herein 130 bps
March 2016 Notes
Rationale and Background for the Offers The Offers are being made
as part of the Company's balance sheet management and are aimed at
pro-actively managing its forthcoming debt maturities. Furthermore,
the Offers provide a degree of liquidity to those Noteholders whose
Notes are accepted in the Offers. Details of the Offers Target
Acceptance Amount The Company proposes to accept for purchase
pursuant to the Offers up to 500,000,000 in aggregate nominal
amount of the Notes (the Target Acceptance Amount), although the
Company reserves the right, in its sole discretion and for any
reason, to change the Target Acceptance Amount or to accept less
than or more than the Target Acceptance Amount for purchase
pursuant to the Offers. The Company will determine the allocation
of the amount accepted for purchase pursuant to the Offers among
each Series (the Series Acceptance Amounts) in its sole discretion,
provided that the Company will set each Series Acceptance Amount at
a level which will ensure that (i) the aggregate nominal amount of
Notes that the Company will accept for purchase shall not exceed
the Target Acceptance Amount, and (ii) the aggregate nominal amount
of March 2016 Notes that the Company will accept for purchase shall
not exceed 125,000,000 (the March 2016 Notes Target Acceptance
Amount), although the Company reserves the right, in its sole
discretion and for any reason, to change the March 2016 Notes
Target Acceptance Amount or to accept less than or more than the
March 2016 Notes Target Acceptance Amount for purchase pursuant to
the March 2016 Notes Offer. For the avoidance of doubt, the Company
reserves the right to accept more or less (by an amount which may
or may not be significant), or none, of the Notes of any Series as
compared to the other Series. Purchase Prices Fixed Purchase Price
for the 2014 Notes Offer The Company will pay a fixed purchase
price (the Fixed Purchase Price) of 100.7 per cent., i.e. 50,350
for each 50,000 in nominal amount of 2014 Notes accepted by it for
purchase pursuant to the 2014 Notes Offer. Purchase Prices for the
other Offers The Company will pay, for the 2015 Notes, the January
2016 Notes and the March 2016 Notes accepted by it for purchase
pursuant to the Fixed Spread Offers and the March 2016 Notes Offer,
a price (the relevant Purchase Price, expressed as a percentage and
rounded to the third decimal place, with 0.0005 being rounded
upwards) to be determined at or around 11:00 a.m. (CET) (the
2
Pricing Time) on 14 March 2014 (subject to the right of the Company
to extend, re-open, amend and/or terminate any Offer) (the Pricing
Date) in the manner described in the Tender Offer Memorandum by
reference to the sum (each such sum, the relevant Purchase Yield)
of (a) the relevant Purchase Spread and (b) the relevant Benchmark
Rate for each Series (as set out in the above table). Purchase
Spreads in Respect of the Fixed Spread Offers The Purchase Price in
respect of the 2015 Notes and the January 2016 Notes will be
determined at the Pricing Time on the Pricing Date as described in
the Tender Offer Memorandum. Purchase Spread in Respect of the
March 2016 Notes - Modified Dutch Auction Procedure The Purchase
Spread for the March 2016 Notes will be determined pursuant to the
modified Dutch auction procedure (the Modified Dutch Auction
Procedure) described in the Tender Offer Memorandum. Under the
Modified Dutch Auction Procedure, following expiration of the March
2016 Notes Offer the Company will determine, in its sole
discretion, (i) the aggregate nominal amount of the March 2016
Notes (if any) which it will accept for purchase pursuant to the
March 2016 Notes Offer (the March 2016 Notes Acceptance Amount,
which shall not be greater than the March 2016 Notes Target
Acceptance Amount) and (ii) a single Purchase Spread (the March
2016 Notes Purchase Spread) that it will use in the calculation of
the Purchase Price for the March 2016 Notes (the March 2016 Notes
Purchase Price), taking into account the aggregate nominal amount
of the March 2016 Notes validly tendered and the purchase spreads
specified (or deemed to be specified, as set out below) by
tendering Noteholders. The Purchase Spread for the March 2016 Notes
will not be more than 130 bps (the March 2016 Notes Maximum
Purchase Spread). The March 2016 Notes Purchase Spread will apply
to all March 2016 Notes accepted for purchase and shall be the
lower of (i) the March 2016 Notes Maximum Purchase Spread and (ii)
the single highest spread specified in Competitive Tender
Instructions by tendering Noteholders that will enable the Company
to purchase the March 2016 Notes Acceptance Amount, or, if no
Competitive Tender Instructions are submitted in respect of the
March 2016 Notes, the March 2016 Notes Maximum Purchase Spread. The
Company will not accept for purchase any March 2016 Notes tendered
at any specified spread which is less than the March 2016 Notes
Purchase Spread. Accrued Interest The Company will also pay Accrued
Interest in respect of Notes accepted for purchase pursuant to the
relevant Offer (the Accrued Interest Payment). Scaling If the
Company accepts Notes of any Series for purchase pursuant to the
relevant Offer and the aggregate nominal amount of the Notes of
such Series validly tendered in the relevant Offer exceeds the
Series Acceptance Amount for that Series, the Company intends to
accept such Notes on a pro rata basis such that the aggregate
nominal amount of the Notes of such Series accepted for purchase
pursuant to the relevant Offer is no greater than such Series
Acceptance Amount. In respect of the March 2016 Notes Offer, if the
Company accepts any March 2016 Notes for purchase pursuant to the
March 2016 Notes Offer, and the aggregate nominal amount of the
March
3
2016 Notes validly tendered pursuant to Non-Competitive Tender
Instructions is greater than the March 2016 Notes Target Acceptance
Amount, the Company intends to accept such March 2016 Notes for
purchase on a pro rata basis such that the aggregate nominal amount
of such March 2016 Notes accepted for purchase is no greater than
the March 2016 Notes Target Acceptance Amount. In such
circumstances, the March 2016 Notes Purchase Spread will be equal
to the March 2016 Notes Maximum Purchase Spread, and the Company
will not accept for purchase any March 2016 Notes tendered pursuant
to Competitive Tender Instructions. If (other than as described in
the preceding paragraph) the aggregate nominal amount of March 2016
Notes validly tendered (i) pursuant to Non-Competitive Tender
Instructions; and (ii) pursuant to Competitive Tender Instructions
that specify a purchase spread that is greater than or equal to the
March 2016 Notes Purchase Spread, is greater than the March 2016
Notes Target Acceptance Amount, the Company intends to accept for
purchase (A) first, all such March 2016 Notes tendered at purchase
spreads above the March 2016 Notes Purchase Spread or pursuant to
Non-Competitive Tender Instructions in full; and (B) second, all
such March 2016 Notes tendered at the March 2016 Notes Purchase
Spread on a pro rata basis, such that the aggregate nominal amount
of the March 2016 Notes accepted for purchase is no greater than
the March 2016 Notes Target Acceptance Amount. Tender Instructions
In order to participate in, and be eligible to receive the relevant
Purchase Price pursuant to an Offer, Noteholders must validly
tender their Notes by delivering, or arranging to have delivered on
their behalf, a valid Tender Instruction that is received by the
Tender Agent by 5.00 p.m. (CET) on 13 March 2014. Tender
Instructions will be irrevocable except in the limited
circumstances described in the Tender Offer Memorandum. Tender
Instructions in respect of any Series must be submitted in respect
of a minimum nominal amount of Notes of the relevant Series of no
less than 50,000 in respect of the 2014 Notes, the January 2016
Notes and the March 2016 Notes and 100,000 in respect of the 2015
Notes, being the minimum denomination of each Series, and in
respect of the 2015 Notes and the March 2016 Notes, may thereafter
be submitted in integral multiples of 1,000 in excess of the
relevant minimum denomination. Expected Transaction Timeline
Events Commencement of the Offers Expiration Deadline Pricing Date
and Pricing Time Announcement of final Offer Results and Pricing
Settlement Date Times and Dates 7 March 2014 5.00 p.m. (CET) on 13
March 2014 At or around 11.00 a.m. (CET) on 14 March 2014 As soon
as reasonably practicable after the Pricing Time on the Pricing
Date 18 March 2014
The above times and dates are subject to the right of the Company
to extend, re-open, amend and/or terminate any of the Offers
(subject to applicable law and as provided in the Tender Offer
Memorandum). Noteholders are advised to check with any bank,
securities broker or other intermediary through which they
4
hold Notes when such intermediary would need to receive
instructions from a Noteholder in order for that Noteholder to be
able to participate in, or (in the limited circumstances in which
revocation is permitted) revoke their instruction to participate
in, an Offer, before the deadlines specified in the Tender Offer
Memorandum. The deadlines set by any such intermediary and each
Clearing System for the submission of Tender Instructions may be
earlier than the relevant deadlines specified above.
Further Information A complete description of the terms and
conditions of the Offers is set out in the Tender Offer Memorandum.
BNP Paribas, Commerzbank Aktiengesellschaft and UniCredit Bank AG
are the Dealer Managers for the Offers. Questions and requests for
assistance in connection with the Offers may be directed to: SOLE
STRUCTURING ADVISOR BNP Paribas 10 Harewood Avenue London NW1 6AA
United Kingdom Attention: Liability Management Group Telephone: +44
(0) 20 7595 8668 Email: liability.management@bnpparibas.com THE
DEALER MANAGERS BNP Paribas 10 Harewood Avenue London NW1 6AA
United Kingdom Attention: Liability Management Group Telephone: +44
(0) 20 7595 8668 Email: liability.management@bnpparibas.com
Commerzbank Aktiengesellschaft Mainzer Landstrasse 153 DLZ-Geb. 2,
Händlerhaus 60327 Frankfurt am Main Germany Attention: Liability
Management Group Telephone: +49 69 136 59920 Email:
Liability.Management@Commerzbank.com
UniCredit Bank AG Arabellastrasse, 12 81925 Munich Germany
Attention: Debt Capital Markets, Italy; Liability Management
Telephone: +39 02 8862 0581; +49 89 378 17425 Email:
dcmitaly@unicredit.eu; corporate.lm@unicredit.de Questions and
requests for assistance in connection with the delivery of Tender
Instructions including requests for a copy of the Tender Offer
Memorandum may be directed to:
5
THE TENDER AGENT Citibank N.A., London Branch 13th Floor Citigroup
Centre Canary Wharf London E14 5LB United Kingdom Telephone: +44
(0)20 7508 3867 Attention: Exchange Team Agency & Trust
Email: exchange.gats@citi.com Each Noteholder is solely responsible
for making its own independent appraisal of all matters as such
Noteholder deems appropriate (including those relating to the
relevant Offer(s)) and each Noteholder must make its own decision
as to whether to tender any or all of its Notes for purchase
pursuant to such Offer(s). None of the Dealer Managers, the Tender
Agent or any of their respective directors, officers, employees,
agents or affiliates assumes any responsibility for the accuracy or
completeness of the information concerning the Company, the Notes
or the Offers contained in this announcement or in the Tender Offer
Memorandum. None of the Dealer Managers, the Tender Agent or any of
their respective directors, officers, employees, agents or
affiliates is acting for any Noteholder, or will be responsible to
any Noteholder for providing any protections which would be
afforded to its clients or for providing advice in relation to the
Offers, and accordingly none of the Dealer Managers, the Tender
Agent or any of their respective directors, officers, employees,
agents or affiliates assumes any responsibility for any failure by
the Company to disclose information with regard to the Company or
the Notes which is material in the context of the Offers and which
is not otherwise publicly available. None of the Dealer Managers,
the Tender Agent, the Company or any of their respective directors,
officers, employees, agents or affiliates make any representation
or recommendation whatsoever regarding the Offers, or any
recommendation as to whether Noteholders should tender Notes in the
Offers.
Disclaimer This announcement must be read in conjunction with the
Tender Offer Memorandum. This announcement and the Tender Offer
Memorandum contain important information which should be read
carefully before any decision is made with respect to the Offers.
If any Noteholder is in any doubt as to the contents of this
announcement or the Tender Offer Memorandum or the action it should
take, it is recommended to seek its own financial and legal advice,
including in respect of any tax consequences, immediately from its
stockbroker, bank manager, solicitor, accountant or other
independent financial, tax or legal adviser. Offer and Distribution
Restrictions Neither this announcement nor the Tender Offer
Memorandum constitutes an invitation to participate in the Offers
in any jurisdiction in which, or to any person to or from whom, it
is unlawful to make such invitation or for there to be such
participation under applicable securities laws. The distribution of
this announcement and the Tender Offer Memorandum in certain
jurisdictions may be restricted by law. Persons into whose
possession either this announcement or the Tender Offer Memorandum
comes are required by each of the Company, the Dealer Managers and
the Tender Agent to inform themselves about, and to observe, any
such restrictions. United States The Offers are not being made, and
will not be made, directly or indirectly in or into, or by use of
the mail of, or by any means or instrumentality of interstate or
foreign commerce of or of any facilities of a national securities
exchange of, the United States. This includes, but is not limited
to, facsimile transmission, electronic mail, telex, telephone, the
internet and other forms of electronic communication. The Notes may
not be tendered in the Offers by any such use, means,
instrumentality or facility from or within the United States or by
persons located or resident in the United States, as defined in
Regulation S of the United States Securities Act of 1933, as
amended. Accordingly, copies of the Tender Offer Memorandum and any
other documents or materials relating to the Offers are not being,
and must not be, 6
directly or indirectly mailed or otherwise transmitted, distributed
or forwarded (including, without limitation, by custodians,
nominees or trustees) in or into the United States or to any
persons located or resident in the United States. Any purported
tender of Notes in an Offer resulting directly or indirectly from a
violation of these restrictions will be invalid and any purported
tender of Notes made by a person located or resident in the United
States or from within the Unites States or from any agent,
fiduciary or other intermediary acting on a nondiscretionary basis
for a principal giving instructions from within the United States
will be invalid and will not be accepted. Each holder of Notes
participating in an Offer will represent that it is not located in
the United States and it is not participating in such Offer from
the United States, or that it is acting on a non-discretionary
basis for a principal that is located outside the United States
that is not giving an order to participate in such Offer from the
United States. For the purposes of this and the above paragraph,
United States means the United States of America, its territories
and possessions (including Puerto Rico, the U.S. Virgin Islands,
Guam, American Samoa, Wake Island and the Northern Mariana
Islands), any state of the United States of America and the
District of Columbia. Italy None of the Offers, the Tender Offer
Memorandum or any other documents or materials relating to the
Offers have been or will be submitted to the clearance procedures
of the Commissione Nazionale per le Società e la Borsa (CONSOB)
pursuant to Italian laws and regulations. The Offers are being
carried out in the Republic of Italy (Italy) as exempted offers
pursuant to article 101-bis, paragraph 3-bis of the Legislative
Decree No. 58 of 24 February 1998, as amended (the Financial
Services Act) and article 35-bis, paragraph 4 of CONSOB Regulation
No. 11971 of 14 May 1999, as amended. Any holder or beneficial
owner of the Notes may tender their Notes in the Offers through
authorised persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in the Republic
of Italy in accordance with the Financial Services Act, CONSOB
Regulation No. 16190 of 29 October 2007, as amended from time to
time, and Legislative Decree No. 385 of 1 September 1993, as
amended) and in compliance with applicable laws and regulations or
with requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and
regulations concerning information duties vis-à-vis its clients in
connection with the Notes or the Tender Offer Memorandum. United
Kingdom The communication of the Tender Offer Memorandum and any
other documents or material relating to the Offers have not been
made and such documents and/or materials have not been approved by
an authorised person for the purposes of section 21 of the
Financial Services and Markets Act 2000. Accordingly, such
documents and/or materials are not being distributed to, and must
not be passed on to, the general public in the United Kingdom. The
communication of such documents and/or materials as a financial
promotion is only being made to those persons within the United
Kingdom falling within the definition of investment professionals
(as defined in Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the Order) or within
Article 43 of the Order, or to other persons to whom it may
lawfully be made in accordance with the Order. France The Offers
are not being made, directly or indirectly, to the public in the
Republic of France (France). Neither the Tender Offer Memorandum
nor any other document or material relating to the Offers has been
or shall be distributed to the public in France and only (i)
providers of investment services relating to portfolio management
for the account of third parties (personnes fournissant le service
d'investissement de gestion de portefeuille pour compte de tiers)
and/or (ii) qualified investors (investisseurs qualifiés), other
than individuals, in each case acting for their own account, all as
defined in, and in accordance with, Articles L.411-1, L.411-2 and
D.411-1 of the French Code Monétaire et Financier, are eligible to
participate in the Offers. The Tender Offer Memorandum has not been
and will not be submitted for clearance to nor approved by the
Autorité des Marchés Financiers. Belgium Neither the Tender Offer
Memorandum nor any other documents or materials relating to the
Offers have been submitted to or will be submitted for approval or
recognition to the Financial Services and Markets Authority
(Autorité des services et marches financiers / Autoriteit
financiële diensten en markten) and, accordingly, the Offers may
not be made in Belgium by way of a public offering, as defined in
Articles 3 and 6 of the Belgian Law of 1 April 2007 on public
takeover bids as amended or replaced from time to time.
Accordingly, the Offers may not be advertised and the Offers will
not be extended, and neither the Tender Offer Memorandum nor any
other documents or materials relating to the Offers (including any
memorandum, information circular, brochure or any similar
documents) has been or shall be distributed or made available,
directly or indirectly, to any person in Belgium other than
"qualified investors" in the sense of Article 10 of the Belgian Law
of 16 June 2006 on the public offer of placement instruments and
the admission to trading of placement instruments on regulated
markets (as amended from time to time), acting on their own
account. Insofar as Belgium is concerned, the Tender Offer
Memorandum has been issued only for the personal use of the above
qualified investors and exclusively for the purpose of the
Offers.
7
Accordingly, the information contained in the Tender Offer
Memorandum may not be used for any other purpose or disclosed to
any other person in Belgium. General Neither this announcement nor
the Tender Offer Memorandum constitutes an offer to buy or the
solicitation of an offer to sell Notes (and tenders of Notes will
not be accepted from Noteholders) in any circumstances in which
such offer or solicitation is unlawful. In those jurisdictions
where the securities, blue sky or other laws require the Offers to
be made by a licensed broker or dealer or similar and any of the
Dealer Managers and their respective affiliates is such a licensed
broker or dealer or similar in any such jurisdiction, such Offers
shall be deemed to be made by such Dealer Manager or such
affiliate, as the case may be, on behalf of the Company in such
jurisdiction. In addition to the representations referred to above
in respect of the United States, each Noteholder participating in
an Offer will also be deemed to give certain representations in
respect of the other jurisdictions referred to above and generally
as set out in the Tender Offer Memorandum. Any tender of Notes for
purchase pursuant to an Offer from a Noteholder that is unable to
make these representations may be rejected. Each of the Company,
the Dealer Managers and the Tender Agent reserves the right, in its
absolute discretion (and without prejudice to the relevant
Noteholder's responsibility for the representations made by it), to
investigate, in relation to any tender of Notes for purchase
pursuant to any Offer, whether any such representation given by a
Noteholder is correct and, if such investigation is undertaken and
as a result the Company determines (for any reason) that such
representation is not correct, such tender may be rejected.
Telecom Italia Ufficio Stampa
+39 06 3688 2610 http://www.telecomitalia.com/media
Telecom Italia Investor Relations
+39 02 8595 4131 http://www.telecomitalia.com/investorrelations
8
Grafico Azioni Telecom Italia (BIT:TITR)
Storico
Da Dic 2024 a Gen 2025
Grafico Azioni Telecom Italia (BIT:TITR)
Storico
Da Gen 2024 a Gen 2025
